EXHIBIT 10.14

                                   EXHIBIT A-1

            2000 PERFORMANCE GOALS AND PERFORMANCE BASED COMPENSATION

I.       FORMULA
<TABLE>
<CAPTION>
                                                                                               PERFORMANCE
                                                                                                  BASED
                                                                                          COMPENSATION FORMULA
<S>     <C>                                                                                      <C>
         A.       EARNINGS PER SHARE
                  For each $.01 increase................................................         $65,250


         B.       INCREASE IN COMMON STOCK PRICE
                  (i)      If the price of a share of Common Stock on 12/31/00 does not
                           exceed $11.56................................................         $     0
                  (ii)     If the price of a share of Common Stock on 12/31/00 exceeds
                           $11.56 but does not equal or exceed $15.00, for each $0.0625
                           increase in per share price of a share of Common Stock above
                           $11.56.......................................................         $ 7,500
                  (iii)    If the price of a share of Common Stock on 12/31/00 equals or
                           exceeds $15.00, for each $0.0625 increase in per share price
                           of a share of Common Stock above $11.56......................         $10,000
</TABLE>

II.      METHOD OF PAYMENT

         A.       CASH. The Performance Based Compensation determined for 2000
                  under the formula set forth in Section I above shall be paid
                  in cash if and to the extent such Compensation does not exceed
                  $500,000.

         B.       RESTRICTED STOCK. If the Performance Based Compensation
                  determined for 2000 under the formula set forth in Section I
                  above exceeds $500,000 (such excess amount being referred to
                  as the "Additional Amount"), the Executive shall be granted a
                  number of shares of restricted Class B Common Stock of the
                  Company (the "Shares") equal to the amount determined by
                  dividing (i) two times the Additional Amount, by (ii) the
                  closing price for the Class B Common Stock of the Company on
                  the American Stock Exchange as of the close of trading on
                  December 31, 2000. The value of any fractional shares shall be
                  paid in cash. The restrictions on the Shares shall lapse on
                  the first to occur of (i) October 15, 2015, (ii) termination
                  of the Executive's employment with the Company by reason of
                  Executive's disability or death, (iii) the Executive's
                  termination of employment with the Company for Good Reason,
                  (iv) the Company's termination of Executive's employment
                  without Cause, or (v) the occurrence of a Change in Control of
                  the Company ("Good Reason," "Cause", and "Change in Control"
                  to be defined in a manner consistent with the most recent
                  grant of Restricted Stock by the Company to the Executive).


Dated:  Effective as of January 1, 2000
                                                  /s/ PAUL MANLEY
                                                 -------------------------------
                                                 Paul Manley, Chairman
                                                 Compensation Committee

                                                 Acknowledged and Accepted:

                                                  /s/ ALBERT H. NAHMAD
                                                 -------------------------------
                                                 Albert H. Nahmad