Directors' Compensation
Plan

     

    1.   Eligibility  All
Non-Employee Directors of the Company on January 1 of any calendar year
commencing on or after January 1, 2002 shall be entitled to receive
compensation under the Directors' Compensation Plan (the "Plan") as compensation
for their service on the Board and attendance at meetings of the Board and
Committees of the Board during the preceding calendar year.

     

    2.   Shares Subject to the
Plan.  There shall be reserved 1,000,000 shares of the
Company's Common Stock (the "Plan Shares") for issuance to the Company's
Directors under the Plan.

     

    3.   Sole Form of
Compensation.  No Director shall receive any compensation for
his or her service on the Board or on any Board Committee other than that which
may be granted hereunder; provided, that nothing herein
shall be deemed to negate, invalidate, or supersede any separate written
agreement between the Company and any individual Director.

     

    4.   Administration of the
Plan.  The Plan shall be administered by the Compensation
Committee.  The recommendations of the Compensation Committee as to
the Non-Employee Directors' compensation for their service on the Board shall be
submitted to the entire Board of Directors, solely for the Board's review and
approval of the issuance of Plan Shares as recommended by the Compensation
Committee.

     

    5.   Certain Defined
Terms.  As used in this Plan, the following terms shall have
the meanings given to them below.

     

    (a)  "Average
Fair Market Value" will mean the average of the daily Fair Market Values of the
Company's stock over the relevant calendar year;

     

    (b)  "Book
Value" will mean the year-end book value of the Company's Common Stock, as set
forth in the Company's audited financial statements for the relevant
year;

     

    (c)   "Fair
Market Value" will be determined in accordance with Section 7,
below.

     

    (d)   "Meeting
Value" will mean the aggregate amount determined by multiplying (i) the number
of Board and Committee Meetings attended by each Director during any given
calendar year by (ii) the compensation due for each such
Meeting.  Subject, from time to time, to such adjustments as the
Compensation Committee, in its sole discretion deems appropriate, for purposes
of calculating the Meeting Value, attendance at a Board Meeting shall be valued
at approximately $3,000 per Board Meeting and attendance at a Committee Meeting
shall be valued at approximately $1,000 per meeting.

     

    
      
         

      

      
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    (e)  "Non-Employee
Directors" means those members of the Company's Board of Directors who do not
otherwise receive compensation from the Company.

     

    
      6. 
 Compensation Under the
Plan.

    

     

    (a)  Compensation
Calculation.

     

    (i)        The
Directors will receive only shares of Company stock as compensation for
attending Board and Committee Meetings; and

     

    (ii)       Each
Director will receive a number of shares of Common Stock for each year which is
equal to the quotient of (A) that Director's Meeting Value, divided by
(B) the higher of the Book Value of the Company's Common Stock for that
year or the Average Fair Market Value of such stock over the course of that
year; and

     

    (iii)      Notwithstanding
clause (ii) of this Section 6(a), in no instance may the price per share of
Common Stock, as calculated in accordance with clause (ii) hereof, be lower than
the Fair Market Value on the date of the grant of such shares.

     

    7.   Fair Market Value.
The fair market value of the Company's Common Stock for purposes of this Plan
shall be determined as follows:

     

    (a)  If
the Common Stock is then traded on any nationally recognized or major regional
stock exchange, then on the basis of the closing sale price for the Common Stock
on the most senior exchange on which it is then traded; provided, that if on any
given day there is no recorded sale, then the applicable value shall be such
price on the last previous trading day;

     

    (b)  If
the Common Stock is not traded on any nationally recognized or major regional
stock exchange, but is quoted on a commonly available stock quotation system,
then on the average of the bid and asked prices so quoted at the close of the
trading day; and

     

    (c)  If
the Common Stock is neither traded on a nationally recognized or major regional
stock exchange nor quoted on an commonly available stock quotation system, then
on the basis of any reasonable valuation analysis that may be selected in good
faith by the Compensation Committee.

     

    8.   Restrictions on Disposition
of Plan Shares.

     

    (a)  The
Plan Shares have not been registered under the Securities Act of 1933, as
amended (the "Act").  The Plan Shares may not be offered, sold,
otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of
unless and until a registration statement under the Act is in effect as to such
transfer or, in the opinion of counsel for the Company, registration under the
Act is unnecessary in order for such transfer to comply with the Act or unless
sold pursuant to Rule 144 of the Act.

     

    
      
         

      

      
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    (b)  For
so long as the Company remains subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended, and the regulations of the
Securities and Exchange Commission thereunder, no Plan Shares may be sold or
otherwise disposed of by the recipient Director:

     

    (i)        During
any period commencing ten (10) days prior to the filing of any regular Annual
Report or Quarterly Report with the SEC and ending on the date which is three
(3) Business Days after any such report has been filed; or

     

    (ii)       During
the period commencing with the filing of any Current Report with the SEC and
ending on the date which is three (3) Business Days after any such Report has
been filed; and

     

    (c)  The
Plan Shares may never be sold (other than to the Company) at a time when the
seller is in possession of any material information about the Company or its
business or financial affairs or prospects which has not been publicly disclosed
or generally available to the public for at least three (3) Business
Days.

     

    
      
         

      

      
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