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                                                                   Exhibit 10.23

                         Transaction Success Bonus Plan


On February 27, 2002, in connection with the consideration by the Board of
Directors of the Company of strategic alternatives and in order to enhance
stockholder value, the Compensation Committee of the Board of Directors of the
Company approved a Transaction Success Bonus Plan (the "Plan") for the three
executive officers of the Company, Messrs. Sahakian, Kervandjian and Petrick.
The Compensation Committee now wishes to amend and restate the Plan to ensure
that it covers all forms of transactions and that all consideration is taken
into account. Effective October 11, 2002, the Plan reads as follows:

1. For the purposes of the Plan, "Transaction Consideration" means (A) the gross
value of all cash, securities, inventory and other property paid directly or
indirectly by an acquiror to the Company and the amount of all indebtedness of
the Company assumed by the acquiror, directly or indirectly, in connection with
a transaction that is consistent with the strategies considered by the Board at
its February 2002 meeting, minus (B) the sum of (i) all payments reasonably
estimated by the Compensation Committee to be due from the Company as a result
of the transaction and (ii) the amount of commissions, fees and expenses payable
to the Company's investment bankers and the amount of fees and expenses payable
to the Company's professional advisors in connection with the transaction.

2. For the purposes of the determination of Transaction Consideration, the value
of any securities or other property shall be determined as follows: (i) the
value of securities that are freely tradeable in an established public market
will be determined on the basis of the average closing market price on the last
five trading days immediately prior to the closing of the transaction and (ii)
the value of securities that are not freely tradeable or have no established
public market shall be the fair market value thereof, as reasonably determined
by the Company and the financial advisor that assists the Company with the
transaction. Amounts paid into escrow and contingent payments in connection with
any transaction will be included as part of the Transaction Consideration. If
the consideration in connection with any transaction may be increased by any
contingent payments related to future events, the amount of the pool will be
determined based on the Compensation Committee's good faith estimate of the net
present value of any contingent payments.

3. The Plan provides a bonus pool of $500,000 if the "Transaction Consideration"
is at least equal to ***, or, in the event of a transaction in which of all of
the Company's outstanding common stock is acquired or a sale of all or
substantially all of the Company's assets occurs (a "Fundamental Transaction"),
***. For each ***, or, in the event of a Fundamental Transaction, ***, or more
over the threshold, the bonus pool is increased by $50,000 to a maximum pool of
$1.0 million if the Transaction Consideration exceeds (i) ***, or (ii) *** in
the event of a Fundamental Transaction.


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*** This portion has been redacted pursuant to a confidential treatment
    request.

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4. The bonus pool will be allocated 50% to Mr. Sahakian and 25% each to Messrs.
Kervandjian and Petrick.

5. Payment (subject to applicable tax withholding) will be made within 30 days
after the Compensation Committee determines the results, expected to be within
30 days after the closing of a transaction (if more than one transaction, the
results will be determined on a cumulative basis). The Committee has the
discretion to make all necessary decisions and determinations under the Plan.
The Company agrees to pay all legal fees incurred by participant in connection
with enforcing his rights to payment hereunder.


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*** This portion has been redacted pursuant to a confidential treatment
    request.