Exhibit 10.46
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                 SUMMARY OF NON-MANAGEMENT DIRECTOR COMPENSATION
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I.       Board Members (Other than the Chairman)
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A.       Annual Cash Compensation (effective April 1, 2006)

         Annual Cash Retainer:                                          $ 70,000

         Additional Cash Retainer for Presiding Director:               $  3,000

         Additional Cash Retainer for Chairman of Audit Committee:      $ 20,000

         Additional Cash Retainer for Chairs of Compensation
         Committee; Nominating and Corporate Governance Committee;
         and Strategy Committee:                                        $  5,000

B.       Meeting Fees

         If a Board Committee meets more than six times during a calendar year,
         then  the  members  thereof  shall  receive  the  following  fees  for
         attending meetings that exceed six in number:

         Committee Meeting Fees:          $1,500 per meeting attended in person,
                                          on a day other than a day on which the
                                          Board meets

                                          $1,000 per meeting attended in person,
                                          on the same day as a Board meeting

         Telephone Committee
         Meeting Fees:                    $750 per meeting attended by
                                          conference telephone

         Directors are also reimbursed for reasonable out-of-pocket expenses
         incurred in attending meetings.

C.       Stock Options

         Upon  appointment as a director,  the director is granted an option to
         purchase  15,000  shares,  vesting  1/3 on  each  of the  first  three
         anniversaries  of the grant date,  expiring seven years from the grant
         date.

         Annual grant of options for 10,500 shares,  vesting 1/3 on each of the
         first three anniversaries of the grant date, expiring seven years from
         the grant date.

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II.      Chairman of the Board
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A.       Annual Cash Compensation

         Annual Cash Compensation (in lieu of annual
         retainer and meeting fees):                                    $250,000

B.       Stock Options/Restricted Stock

         In connection  with Mr.  Manzi's  appointment as Chairman of the Board
         (in  December  2003) he was granted  (a)  options to purchase  240,000
         shares of the common  stock,  vesting  1/3 on each of the first  three
         anniversaries  of  the  grant  date,  assuming  continued  service  as
         Chairman  of the Board,  expiring  seven years from the grant date and
         (b) 15,000 shares of restricted  common stock,  vesting 1/3 on each of
         the first three  anniversaries of the grant date,  assuming  continued
         service as Chairman  of the Board.  In February  2005,  Mr.  Manzi was
         granted  2,500  shares of common  stock,  and in February  2006 he was
         granted 2,500 shares of common stock.