EXHIBIT 10.37

                      NON-MANAGEMENT DIRECTOR COMPENSATION
                           EFFECTIVE FEBRUARY 1, 2005

ANNUAL RETAINER AND MEETING FEES

Each non-management director will be paid an annual retainer fee of $40,000, a
$1,500 meeting fee for each regularly scheduled Board and committee meeting, and
a $2,500 meeting fee for attendance in person at each committee meeting not held
in conjunction with regularly scheduled Board meetings. Committee chairpersons
will receive an additional $1,000 above the committee meeting fee for each
meeting. All such fees will be paid in cash quarterly unless deferred under the
Deferred Compensation Plan for Outside Directors and in accordance with the
American Jobs Creation Act of 2004.

RESTRICTED STOCK

The Company adopted, with stockholder approval, the Amendment and Restatement of
the Equity Incentive Plan under which, among other provisions, each
non-management director is entitled to receive a grant of stock options,
restricted stock and/or stock appreciation rights, as determined by the Board of
Directors. In February 2005, the Board approved an award of restricted stock to
each non-management director with a value of approximately $100,000 upon
election to the Board and, after completing one year of service, an additional
award of restricted stock with a value of approximately $100,000 on the business
day immediately following each annual stockholders' meeting. The value of each
share of restricted stock is the fair market value of a share of common stock on
the date the award is granted. The restricted stock will vest and all
restrictions terminate upon termination of directorship for any reason other
than cause.