EXHIBIT 10.1

               SUMMARY OF DIRECTOR CASH COMPENSATION ARRANGEMENTS


         Effective April 1, 2005 each independent director will receive a
$50,000 annual retainer, payable quarterly. Members of the Audit Committee of
the Board of Directors will receive a $55,000 annual retainer, with the chairman
receiving a $62,500 annual retainer, all payable quarterly. All directors will
continue to be reimbursed for reasonable expenses incurred in connection with
serving as a director.