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                                EXHIBIT 10.36

              DESCRIPTION OF 1998 COMPENSATION ARRANGEMENT BETWEEN
                    MR. MICHAEL A. LUSTIG AND REGISTRANT

     The following describes certain compensation arrangements between the
Registrant and Mr. Lustig for calendar year 1998 which supplements the
Employment Agreement dated October 17, 1997 between Registrant and Mr. Lustig
and the Compensation Agreement dated October 17, 1997 between Registrant and Mr.
Lustig.

     The Company has entered into an employment agreement with Mr. Lustig that
currently expires December 31, 1998.  The employment agreement provides for
automatic one-year renewals upon the expiration of each year of employment,
subject to prior notice of nonrenewal by the Board of Directors. For 1998, the
Compensation Committee of the Board of Directors (the "Compensation Committee")
increased Mr. Lustig's annual base salary to $300,000 and increased his maximum
potential bonus from 50% to 75% of his base salary based upon the Company's
performance for 1998. The Compensation Committee has determined that Mr. Lustig
also is eligible to receive additional options up to a maximum of 125,000 shares
of Common Stock if 1998 earnings per share are 150% or more of 1997 earnings per
share. Should 1998 earnings per share be at least 125% of 1997 earnings per
share, Mr. Lustig will be entitled to receive options to purchase an additional
37,500 shares of Common Stock, and a prorated additional amount if 1998 earnings
per share are between 126% and 149% of 1997 earnings per share. Any options so
granted to Mr. Lustig shall be granted at fair market value as of the end of
1998, and will vest over a four-year period at 25% per year. Beginning in 1998,
Mr. Lustig has elected to reduce his annual base salary by $40,000 and to
contribute such amount to a deferred compensation program for his benefit, which
amount vests immediately. In addition, the Company has agreed to make annual
matching contributions in the amount of $40,000 per year to such deferred
compensation program, which amounts will vest over a ten-year period at 10% per
year. Mr. Lustig will be entitled to receive his deferred compensation upon
termination of his employment for any reason, other than for cause, including
death or disability. The Company has also agreed to provide Mr. Lustig with
certain other personal benefits. Upon termination, other than for cause or by
voluntary resignation, Mr. Lustig will receive severance payments equal to six
months' base salary.  Mr. Lustig has agreed not to compete with the Company or
to solicit any clients or employees of the Company for a period of 18 months
following termination of his employment.