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                                 Exhibit 10.7
                RETIREMENT PLAN FOR PDM NON-EMPLOYEE DIRECTORS

       (Effective for Directors retired or deceased after May 26, 1994.)

DEFINITION

This Retirement Plan is for the benefit of present and future Directors who
resign from the Board of Directors who die while serving as a member of the
Board of Directors, where such a Director has completed five years of service as
a non-employee Director, and does not have a vested right to a benefit under any
pension plan of the Company or any subsidiary of the Company. Such Director
shall be referred to for the purpose of this Pension Plan as a qualifying
Director.

BENEFITS

A Qualifying Director will be entitled to receive a percentage (payable
quarterly after the end of each quarter) of the annual directorship retainer
(excluding fees or retainers for committee membership or for attendance at any
meeting) in effect on the date of his/her resignation or retirement. After five
years of service, the entitlement is 50% and this entitlement will increase 10%
for each completed year of service up to and including 100%. No further increase
in the percentage of entitlement will occur after 10 years of service, and there
is no entitlement if retirement or resignation occurs prior to five years of
service as a Board Member. The retirement benefit will commence with the quarter
in which a qualified Director attains age 65 (or would have attained age 65 in
cases where the benefit is otherwise payable to a Qualified Director's surviving
spouse) and will continue for the life of the director (or the life of a
Qualified Director's surviving spouse pursuant to OTHER PROVISIONS below). Past
service of present Qualifying Directors shall be counted in determining length
of service.

OTHER PROVISIONS

If a Qualifying Director dies while serving on the Board and has a surviving
spouse, 50% of the benefit to which the Qualified Director would then be
entitled to, if the Qualified Director had been retired at time of death, will
be paid to the surviving spouse as long as the surviving spouse lives.

If a Qualifying Director dies while receiving a benefit under this Retirement
Plan, and the Qualifying Director has a surviving spouse at the time of death,
the surviving spouse will receive 50% of the benefit as long as the surviving
spouse lives.
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                             Exhibit 10.7 (Cont'd)
              RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS (Cont'd)


INELIGIBILITY FOR BENEFITS

A Director removed for "conduct detrimental" to the Company shall be ineligible
for benefits under this Plan. For the purpose of this Plan, a Director shall be
considered removed for "conduct detrimental" to the Company if in the sole
opinion of no less than 75% of all the Directors of the Board of Directors of
the Company, evidenced by a duly adopted resolution of the Board of Directors,
the removal of such Director from the Board of Directors is the result of
conduct materially and demonstrably injurious to the Company or is the result of
any other conduct that adversely reflects on the Director's fitness to serve on
the Board of Directors.

FUNDING

 No funds shall be set aside for the purpose of making payments under this
Retirement Plan and said payments shall be considered as general operating
expense.

ADMINISTRATION

The Plan shall be administered by the Board of Directors and it will decide all
matters involving interpretation and application of the Plan.

AMENDMENTS OR TERMINATION OF PLAN

The Board of Directors shall have the right to amend or terminate this Plan at
any time at its sole discretion. However, no such amendment or termination shall
adversely affect the rights of any Qualifying Director who, at the time of such
amendment or termination, is either receiving benefits pursuant to the terms of
this Plan or who would be eligible to receive such benefits if such Director had
resigned from the Board of Directors immediately prior to such amendment or
termination. This Plan shall not give any Qualifying Director the right to
continue as a Member of the Board of Directors.

EFFECTIVE DATE

This Plan replaces that certain Retirement Plan of PDM Outside Directors which
was effective as to non-employee Directors retired or deceased between October
1, 1987 and May 26, 1994, and is effective for non-employee Directors who die or
retire after May 26, 1994 in accordance with the above terms and conditions.