Exhibit
10.37


Non-Employee
Director Compensation Summary


In 2007, our non-employee
directors will receive an annual retainer. In addition to this retainer,
non-employee directors will receive a fee for each regularly scheduled board
meeting attended in person, an annual fee for each committee on which the
non-employee director serves and a fee for each committee the non-employee
director chairs. The table below sets forth the annual retainer, per board
meeting fees, annual committee meeting fees and fees per committee chaired
which will be paid to our non-employee directors in 2007:


	
   

  	
   

  	
  2007 Annual

  Retainer(1)

  	
   

  	
  Fee Per Board

   Meeting Attended

  	
   

  	
  Annual Fee Per

  Committee

  Served

  	
   

  	
  Annual Fee Per

  Committee

  Chaired

  	
   

  
	
  Peter Barnett

  	
   

  	
  $

  	
  15,000

  	
   

  	
  $

  	
  2,000

  	
   

  	
  $

  	
  3,000

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Robert Black

  	
   

  	
  $

  	
  15,000

  	
   

  	
  $

  	
  2,000

  	
   

  	
  $

  	
  3,000

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  James Daverman

  	
   

  	
  $

  	
  22,500

  	
   

  	
  $

  	
  3,000

  	
   

  	
  $

  	
  3,000

  	
   

  	
  —

  	
   

  
	
  Robert Easton

  	
   

  	
  $

  	
  15,000

  	
   

  	
  $

  	
  2,000

  	
   

  	
  $

  	
  3,000

  	
   

  	
  —

  	
   

  
	
  James O’Shea

  	
   

  	
  $

  	
  15,000

  	
   

  	
  $

  	
  2,000

  	
   

  	
  —

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Robert A. Beardsley

  	
   

  	
  $

  	
  15,000

  	
   

  	
  $

  	
  2,000

  	
   

  	
  $

  	
  3,000

  	
   

  	
  —

  	
   

  
	
  George M. Lasezkay

  	
   

  	
  $

  	
  15,000

  	
   

  	
  $

  	
  2,000

  	
   

  	
  $

  	
  3,000

  	
   

  	
  —

  	
   

  







(1)             In
addition, we provide reimbursement to directors for reasonable and necessary
expenses incurred in connection with attendance at meetings of the Board of
Directors and other Company business.


Upon re-election at our annual meetings of
stockholders, each non-employee director shall automatically be granted an
option to purchase 12,000 shares of our common stock, with the exception of
Mr. Daverman who shall be granted an option to purchase 18,000 shares of
our common stock, at an exercise price per share equal to the then current fair
market value per share. All such options shall become exercisable in four equal
annual installments commencing one year after the date of grant, provided that
the optionee then remains a director.


Each new non-employee director is automatically
granted an option to purchase 25,000 shares of common stock, at an exercise
price per share equal to the then current fair market value per share. All such
options shall become exercisable in five equal annual installments commencing
one year after the date of grant, provided that the optionee then remains a
director. The right to exercise annual installments of options will be reduced
proportionately based on the optionee’s actual attendance at meetings of the
Board of Directors if the optionee fails to attend at least 75% of the meetings
of the Board of Directors held in any calendar year.