Exhibit 10.1

                     Summary of Compensation
                   Arrangements with Directors
                   (Effective October 1, 2005)


       This  exhibit  summarizes  the  compensation  arrangements
between  the  Company and its non-employee directors.   Directors
who   are   employees  of  the  Company  receive  no   additional
compensation for serving as a director.

Base Compensation
- -----------------

      The  Company pays to non-employee directors annual fees  of
$15,000 plus $1,500 for each directors' meeting attended.

Committee Fees
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      The  Company pays certain non-employee directors additional
fees as follows:

     *   $10,000 Annual Fee to the Chair of the Audit Committee, plus
         $1,500 to the Chair for attendance at any Audit Committee meeting
         other than the four regularly scheduled quarterly meetings;
     *   $5,000 Annual Fee to the other members of the Audit Committee,
         plus $1,000 for attendance at any Audit Committee meeting other
         than the four regularly scheduled quarterly meetings;
     *   $2,000 Annual Fee to the Chairs of the Compensation Committee and
         the Nominating and Corporate Governance Committee and $1,000 Annual
         Fee to the other members of such committees; and
     *   $1,500 Meeting Fee to the Chairs and $1,000 Meeting Fee to other
         committee members of the Compensation Committee and the Nominating
         and Corporate Governance Committee (and other ad hoc committees) for
         each meeting attended.

Stock Grant
- -----------

      Subject to shareholder approval at the 2006 Annual  Meeting
of Shareholders, non-employee directors will receive an automatic
grant of 500 shares of the common stock of the Company.

Expense Reimbursement
- ---------------------

      The  Company  reimburses directors for travel  and  lodging
expenses  that they incur in connection with their attendance  of
directors' meetings and meetings of shareholders of the Company.





Consulting Arrangement
- -----------------------

      Luke  E.  Fichthorn,  one  of  the  Company's  non-employee
directors,  provides financial consulting and other  services  to
the  Company  for  which he receives annual compensation  in  the
amount of $30,000.