**Exhibit 10.9**

** **

**Summary of CompensatoryArrangements with Directors and Named Executive Officers**

 

**Director Compensation.******Each director who is not an officer of theCompany or is not an affiliate of a shareholder owning five percent or more ofthe common stock of the Company will receive the following compensation for hisservice as director or committee member in 2005:

 

•                  annual compensation of $10,000;

•                  $1,250 per Board meeting attended;

•                  annual compensation of $5,000 for service as amember of the Audit Committee;

•                  annual compensation of $5,000 for service as amember of the Compensation Committee;

•                  annual compensation of $5,000 for service as amember of the Nominating and Governance Committee;

•                  annual compensation of $30,000 for service aschairman of the Audit Committee;

•                  a reasonable dining allowance at therestaurants; and

•                  reasonable out-of-pocket expenses incurred in attendingmeetings.

 

Eachdirector who is an employee of the Company or an affiliate of a shareholderowning five percent or more of the common stock of the Company will receive thefollowing compensation for his service as director committee member in 2005:

 

•                  a reasonable dining allowance at therestaurants; and

•                  reasonable out-of-pocket expenses incurred in attendingmeetings.

 

**Named Executive Officer Compensation**.  The Company’s executivecompensation program has several elements, all determined by individualperformance and Company profitability, except for stock option grants that areintended to correlate compensation to stock price performance.

 

*Base Salary Compensation*

 

Basesalaries for the Chief Executive Officer and the other named executive officersin 2005 have been established by reviewing a number of factors, includingresponsibilities, experience, demonstrated performance, potential for futurecontributions and the level of salaries associated with similar positions atbusinesses that compete with the Company and other competitive factors.  Base salary levels for named executive officersin 2005 have been determined as follows:

 
| Saed Mohseni                         |   | $ | 300,000 |   |
|--------------------------------------|--------|---|---------|--------|
| Emanuel “Manny” N. Hilario |   | $ | 225,000 |   |
| Douglas L. Schmick                   |   | $ | 200,000 |   |
| William P. McCormick                 |   | $ | 200,000 |   |

 

# *Other Compensation*

 

Inaddition to his or her base salary, each of the named executive officers iseligible to participate in the following:

 

•                  The Executive Incentive Compensation Plan, underwhich executive officers may earn cash bonuses based on the Company achievingpre-determined financial goals (80%  ofbonus), with a focus on earnings per share targets and revenues targets, andnon-financial goals (20% of bonus), including customer service and retentiongoals.  The board of directors has fixedthe maximum bonus amounts for the named executive officers for 2005 as follows:

 
| Saed Mohseni                         |   | $ | 225,000 |   |
|--------------------------------------|--------|---|---------|--------|
| Emanuel “Manny” N. Hilario |   | $ | 56,250  |   |
| Douglas L. Schmick                   |   | $ | 75,000  |   |
| William P. McCormick                 |   | $ | 75,000  |   |

 

•                  The 2004 Stock Incentive Plan, under whichstock options or other equity compensation may be granted based on factors suchas the level of base pay and individual performance.

•                  The Company’s health and benefit plansgenerally available to Company employees.

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