**EXHIBIT      10.1**

**NON-EMPLOYEE      DIRECTOR COMPENSATION POLICY**

| **POLICY                REGARDING COMPENSATION FOR SERVICE ON THE BOARD AND ITS COMMITTEES** |
|----------------------------------------------------------------------------------------------|

| 1.       | Annual                Cash Retainer. On or about May 1 of each calendar year (unless the                Board determines otherwise), each Non-Employee Director serving on                the                Board shall receive $20,000 payable in cash as a retainer for service                in                the next one-year period.                                                                                                                                                                                                                                                                                                                                                                                     |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.       | Annual                Restricted Stock Retainer. On or about May 1 of each calendar year                (unless the Board determines otherwise), each Non-Employee Director                serving on the Board shall receive an annual grant of 10,000 shares                of                restricted stock under the Company’s 2006 Omnibus Incentive Compensation                Plan (the “Plan”), which vest over a two-year period with one-third of the                shares vesting on the grant date, and each one-half of the balance                of such                shares vesting on the first and second anniversaries of the grant                date,                respectively.  |
| 3.       | Committee                Membership Annual Cash Retainers. Each Non-Employee Director serving                on the audit committee (except the chairman) shall receive $10,000                per                year and the chairman of the audit committee shall receive $30,000                per                year. Each Non-Employee Director serving on the compensation committee                (except the chairman) shall receive $5,000 per year and the chairman                of                the compensation committee shall receive $15,000 per year.                                                                                                                                                     |
| 4.       | Meeting                Fees. Each Non-Employee Director shall receive a fee of $3,000 for                each in-person Board meeting attended and a fee of $1,000 for each                telephonic board meeting attended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  5. | New                Directors. A new member who joins the Board shall receive a one-time                grant of $100,000 worth of restricted stock under the Plan, based                on the                closing price on the grant date of the Company’s common stock on the OTC                Bulletin Board, or such other recognized stock exchange on which                the                Company’s common stock trades. Such shares will vest over a three-year                period, with one-third of such shares vesting on each of the first,                second                and third anniversaries of the grant                date.                                                          |

----