Exhibit 10.1

          Description of Employment Agreements with Executive Officers

     On August 1, 2005, the Company and members of senior  management  agreed to
the terms upon which the Company will enter into an  employment  agreement  with
each of Philip S. Payne,  chairman of the board, D. Scott  Wilkerson,  president
and chief executive  officer,  Pamela B. Bruno,  vice  president,  treasurer and
chief financial  officer,  and Eric S. Rohm, vice president and general counsel.
The term of each  agreement  for Messrs.  Payne and Wilkerson is three years and
continues until terminated by either party upon three years prior written notice
of the  termination  date.  For each of Ms. Bruno and Mr. Rohm,  the term is one
year and continues until  terminated by either party upon one year prior written
notice of the termination date. Messrs.  Payne and Wilkerson will each be paid a
base salary of  $300,000  per year.  Ms.  Bruno and Mr. Rohm will each be paid a
base salary of $200,000  per year.  The board of  directors  may grant an annual
bonus to each executive at its  discretion.  The executives are also entitled to
other customary employment benefits including health and life insurance and paid
time off.

     The board also granted restricted stock awards as of August 1, 2005, to the
executives  discussed  above.  Messrs.  Payne and Wilkerson each received 70,000
shares and Ms. Bruno and Mr. Rohm each received  30,000 shares.  The shares vest
annually at the rate of 10% per year,  subject to  applicable  change-in-control
provisions   discussed  below.  The  restricted  stock  carries  all  rights  of
ownership,  including the receipt of dividends. The full terms of the restricted
stock grants will be included in the employment agreements.

     Upon  termination by the Company without cause or by the executive for good
reason,  not in  connection  with a change in control,  the Company will pay the
executive a lump sum equal to (i) the remaining  contract  term,  times (ii) the
sum of the executive's  current base salary and average annual bonus earned over
the three years prior to the effective date of termination.  The executives also
will be entitled to  continued  health,  life and  disability  coverage  for the
remainder of the contract term (or until securing other employment),  subject to
limitations imposed by tax laws and the Company's plans.

     Upon a change in control (or if the executive is  terminated  without cause
in contemplation of a change in control), each executive will receive (i) a lump
sum cash payment equal to his/her current base salary for the remaining contract
term (unless the executive is offered and accepts employment with the acquirer),
(ii) the  Change-in-Control  Premium Payment (as defined below),  and (iii) full
vesting of all unvested  options and  restricted  stock.  The  Change-in-Control
Premium  Payment  is a lump sum cash  payment  equal  to the fair  market  value
(determined immediately before the change in control) of the number of shares of
the Company's common stock as follows:

Philip Payne                150,000 shares
Scott Wilkerson             150,000 shares
Pamela Bruno                25,000 shares
Eric Rohm                   25,000 shares

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     Note:  The Company is in the  process of  documenting  the oral  agreements
described above,  which  documentation is expected to be completed in the fourth
quarter of 2005.  This process may include an amendment to the  agreements.  Any
material  amendments to the oral  agreements will be described in a subsequently
filed current report on Form 8-K, and the written  agreements are expected to be
filed as an  exhibit  to our  annual  report  on Form  10-K  for the year  ended
December 31, 2005.


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