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                                                                  EXHIBIT 10(hh)


                 NON-EMPLOYEE DIRECTOR COMPENSATION ARRANGEMENTS


On July 17, 2002, at a meeting of the Board of Directors of the Company (the
"Board"), the Board approved a revised compensation arrangement for non-employee
directors of the Company. The Board amended this revised compensation
arrangement at a meeting of the Board on December 17, 2003. The Company's
revised compensation arrangement, as amended, provides that each non-employee
director of the Company, in his or her capacity as such, will receive:

     1.   A $10,000 retainer paid annually on the first day of July.

     2.   Compensation for attendance at meetings in the amount of (i) $1,000
          for attendance at each meeting of the Board, (ii) $500 for attendance
          at each telephonic meeting of the Board, and (iii) $500 for attendance
          at each meeting of a Committee of the Board. Compensation for meeting
          attendance will be paid to non-employee directors on a quarterly
          basis.

     3.   Upon joining the Board, each new non-employee director will be granted
          an option to purchase 25,000 shares of the Company's common stock at
          an exercise price per share equal to the fair market value of the
          common stock on the date the option was granted. These options will be
          fully-exercisable on the first anniversary of the date of grant. On
          January 8, 2003, each non-employee director then in office would be
          granted an option to purchase that number of shares of common stock
          that, when taken together with the option granted to such
          non-employee director upon joining the Board, will total 25,000
          shares.

     4.   Each year on the first business day of July (provided such
          non-employee director remains on the Board), an option to purchase
          7,500 shares of common stock at an exercise price per share equal to
          the fair market value of the common stock on that date. These options
          will be fully-exercisable on the first anniversary of the date of
          grant.

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Under the Company's previous compensation arrangement, non-employee directors
received an initial option to purchase 5,000 shares of common stock upon joining
the Board, and an option to purchase 2,500 shares of common stock granted on the
first business day of January of each year, each such option being
fully-exercisable upon the first anniversary of the grant date thereof. No cash
compensation, other than reimbursement of expenses, was provided.

To date, the Company has taken the following actions to implement the revised
compensation arrangement for non-employee directors:

     1.   The Company has paid the $10,000 annual retainer to each non-employee
          director and has paid fees to each non-employee director for meetings
          attended during the Company's third and fourth fiscal quarters of
          fiscal year 2002.

     2.   On August 26, 2002, each non-employee director of the Company, who was
          serving in such position on January 1, 2002, was granted an additional
          option to purchase that number of shares of common stock necessary to
          provide the non-employee director with an aggregate annual option
          grant of 7,500 shares of common stock.

     3.   On January 8, 2003, each non-employee director of the Company then in
          office, was granted an option to purchase that number of shares of
          common stock that, when taken together with the option granted to such
          non-employee director upon joining the Board, totaled 25,000 shares.

     4.   Non-employee directors appointed to the Board since July 17, 2002,
          have, upon such appointment, been granted options to purchase 25,000
          shares.