SUMMARY OF EMPLOYMENT ARRANGEMENTS FOR CERTAIN EXECUTIVE OFFICERS

$750,000 per annum

One time grant of options to purchase
up to 100,000 shares of the Company’s
common stock. These options will be
granted pursuant to the Company’s 1999
Equity Incentive Plan at fair market
value, vest ratably over three years,
and have a five-year exercise period.

Entitled to participate in the
Company’s annual incentive program
under the 1999 Equity Incentive Plan
at a target annual award level of one
times annual base salary. Actual
award will be calculated as a
percentage of the target award (from
0% to 150%) based on the achievement
of pre-determined annual performance
objectives. Maximum value (based on
current annual base salary of
$750,000) would be $1,125,000. Must
take at least 35% of any annual
incentive award in shares of
restricted stock and may take the
remainder of the award in cash or
additional shares of restricted stock.
As an incentive to take more of
compensation in the form of Company
stock, will receive additional shares
of restricted stock if elects to take
restricted stock in lieu of all or
part of the cash portion of annual
incentive award. Any final award for
2005 will be pro-rated from October 3,
2005 and will be based on the
Company’s previously reported 2005
annual performance objectives.

Stock Options/Restricted Stock
Not eligible for long term incentive
for 2005. After 2005, entitled to
participate in the Company’s long term
incentive program under the 1999
Equity Incentive Plan at a target
annual award level of