DESCRIPTION OF INDEMNIFICATION AND REIMBURSEMENT ARRANGEMENT WITH CHARLES SANDER

                                                                    EXHIBIT 10.1

                         DESCRIPTION OF INDEMNIFICATION

                AND REIMBURSEMENT ARRANGEMENT WITH CHARLES SANDER

On December 13, 2005, the Board approved an indemnification arrangement with the

Company's President and Chief Executive Officer, Charles Sander, who is also a

director. Under the arrangement, in exchange for Mr. Sander's agreement that the

Company and its subsidiary may continue to use Mr. Sander's residence as an

office, the Company's subsidiary has agreed to indemnify and defend each of Mr.

Sander, his spouse and all other family member