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                                                                   Exhibit 10.23


                            COMPENSATION ARRANGEMENTS
                                  JOHN M. TOMA
                                      2001

JOHN M. TOMA
VICE CHAIRMAN

    Effective March 1, 2000 Mr. Toma receives a base salary of $400,000 with a
target bonus potential of 50 percent of his base salary, with a maximum
potential bonus of 100 percent of his base salary based upon the Company's
annual performance. In addition, Mr. Toma is eligible to receive, for 2001, up
to a maximum of 100,000 options if earnings per share for 2001 are greater than
150 percent of 2000 adjusted earnings per share. Mr. Toma will also be entitled
to receive a pro-rata share of options if earnings per share for 2001 are
between 130 percent and 149 percent of 2000 adjusted earnings per share. Any
options granted to Mr. Toma would be granted at fair market value as of the end
of 2001 and would vest over a four-year period at 25 percent per year. In
addition, the Company has agreed to make annual contributions in the amount of
$65,000 per year to a deferred compensation program for Mr. Toma, which amounts
will vest 50 percent immediately and the remainder over a ten-year period. If
Mr. Toma is terminated other than for cause or if Mr. Toma resigns for "Good
Reason" (as defined similarly in Mr. Cook's employment arrangement, with the
additional qualifying event of Mr. Cook's removal without cause as Chief
Executive Officer of the Company), he is eligible to receive a severance benefit
consisting of (1) two years of base salary, target bonus and auto allowance, (2)
a contribution of two years of the annual deferred compensation credit to a
rabbi trust established for deferred compensation, and (3) payment of employee
COBRA premiums, plus a full state and federal tax gross-up of any applicable
excise taxes on items (1) through (3). The Company also has agreed to provide
Mr. Toma with certain other personal benefits. Mr. Toma's employment agreement
will automatically renew on December 31, 2001 and provides for automatic
one-year renewals at the expiration of each year of employment, subject to prior
notice of non-renewal by the Board of Directors.