EXHIBIT 10.1

                          Director Compensation Program
                                 (May 25, 2006)

The following shall be effective upon the election of directors at the Company's
2006 Annual Shareholders' Meeting:

      o     Directors of the Company who are also employees of the Company are
            not compensated for their services as directors or committee
            members.

      o     All non-employee directors of the Company shall receive a retainer
            of $30,000 per year, plus a fee of $2,000 per meeting of the Board
            attended.

      o     Non-employee directors who serve on a committee of the Board shall
            receive a fee of $1,000 per committee meeting attended.

      o     Each re-elected and newly elected nonemployee director shall receive
            5,000 options to purchase Common Stock of the Company upon election
            to the Board. The options granted shall be priced at the fair market
            value of the Company's Common Stock on the date of grant, fully vest
            in four equal annual installments from the date of grant (subject to
            the Vesting Event set forth below), and expire seven years from the
            date of grant. Such options shall become fully vested at the at the
            conclusion of such director's term of service if the director is not
            re-elected to the Board, except where such failure to re-elect the
            director is the result of (i) a voluntary withdrawal from Board
            service by such director or (ii) prior removal from the Board for
            cause under Section 304 of the California Corporations Code (the
            "Vesting Event").


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