**Exhibit10.23**

**Descriptionof Annual Salary and Certain Discretionary Incentives to Executive Officers**

1.             The following executive officersare employed “at-will” and their annual salary, as previously reported, is asset forth below:

| Executive Officer | ** ** | ** **                                             | ** ** | ** **                                               | **Title** | ** ** | ** ** | **Annual Salary** |
|------------------------|------------|--------------------------------------------------------|------------|----------------------------------------------------------|-----------|------------|------------|------------------------|
| Denis McGlynn          |       | President and CEO                                      |       | $        250,000 |
| Edward J. Sutor        |       | Executive Vice  President                              |       | $        250,000 |
| Timothy R. Horne       |       | Senior Vice  President-Finance, Treasurer & CFO    |       | $        225,000 |
| Klaus M. Belohoubek    |       | Senior Vice President-General Counsel &  Secretary |       | $        175,000 |

 

2.             Chief Executive OfficerDiscretionary Incentive

Aspreviously reported, the Compensation and Stock Incentive Committee adopted thefollowing resolution on            January3, 2007 relative to a discretionary annual incentive for the Chief ExecutiveOfficer.

RESOLVED, that,effective as of January 1, 2007, the salary for the Chief Executive Officer ofthe Company shall remain $250,000 per annum and the determination of a discretionaryannual incentive for fiscal year ending 2007 will be dependent upon an overallfavorable evaluation of the Chief Executive Officer’s performance and becalculated as five percent of the year over year increase in the Company’spre-tax earnings less $100,000, as determined by this Committee in its solediscretion.

3.             Executive Vice PresidentDiscretionary Incentive

Aspreviously reported, the Compensation and Stock Incentive Committee adopted thefollowing resolution on            January3, 2007 relative to a discretionary annual incentive for the Executive VicePresident.

RESOLVED, that thedetermination of a discretionary annual incentive for the Executive VicePresident for fiscal year ending 2007 will be dependent upon an overallfavorable evaluation of the Executive Vice President’s performance and becalculated as one percent of the year over year increase in the Company’spre-tax earnings, as determined by this Committee in its sole discretion.

4.             Special Budget Based Incentive

Anannual discretionary incentive tied to the Company’s annual budget has beenestablished for seven senior officers of the Company and its subsidiaries,including the Company’s executive officers, pursuant to which each may beentitled to receive a cash incentive payment of up to $15,000 based upon theattainment by the Company of certain financial metrics.  The metrics are based upon exceeding certainmeasures contained in the Company’s operating budget for the year and areintended to be aggressive but reasonably attainable goals.  The formal terms of this incentive are as setforth below:

1.     The amountwill be paid within 30 days after our financials for 2007 have been signed offby our independent auditors.  If it isclear to the Executive Committee that the goal will be met, we may choose topay the amount earlier.  As most of ourevents are concluded by this time of year, payment could easily be made at our2008 budget meeting.

2.     The amountpaid will be less normal payroll withholdings.

3.     The calculation of EBITDA will be as calculated by the Company,at its sole discretion.  Extraordinaryitems may be excluded from the calculation (such as a sale of assets outsidethe ordinary course of business).

4.     Participation in this program does not in any way affect yourstatus as an “at-will” employee.  Inorder to receive your payment, you must be an employee in good standing at thetime the payment is made.

5.     The Company reserves the right to modify or terminate this plan,in whole or in part.  No one has anyearned or vested entitlement to a payment under this plan.  All payments remain at the sole discretion ofthe Executive Committee.

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