EXHIBIT 10.2

                DESCRIPTION OF NON-EMPLOYEE DIRECTOR COMPENSATION

         Effective June 1, 2005, non-employee directors of netGuru, Inc.
("Company") receive $2,000 per month in consideration for their services as
members of the Company's board of directors. In addition, effective June 1,
2005, the Chairman of the Audit Committee receives an additional $500 per month
in consideration for his services as Audit Committee Chairman.

         Non-employee directors are reimbursed for certain expenses in
connection with attendance at board of directors and committee meetings.
Non-employee directors may also receive options from time to time under the
Company's stock option plans and otherwise.

         Each non-employee director shall receive an annual grant of a
non-qualified stock option to purchase up to 15,000 shares of the Company's
common stock on the following terms:

         o    The annual grant shall be effective automatically on June 7, 2005
              and on each April 1st thereafter.

         o    The options shall be granted under a Company stock option plan to
              the extent shares are then available under a plan and the grant
              under a plan can be made in compliance with applicable securities
              laws.

         o    The exercise price of the options shall be equal to the Fair
              Market Value of a share of the Company's common stock as defined
              in the applicable stock option plan or, if the options are being
              granted outside of a plan, then the exercise price of the options
              shall be equal to the Fair Market Value of a share of the
              Company's common stock as defined in the Company's stock option
              plan most recently approved by the Company's stockholders ("Recent
              Plan").

         o    The expiration date of the options shall be ten years after their
              date of grant or such earlier date as is provided for non-employee
              directors (or if there is no such provision for non-employee
              directors, then as is provided for employee optionees) in the
              applicable stock option plan or, if there is no applicable stock
              option plan, then in the Recent Plan.

         o    The options shall vest and become exercisable in nine equal
              monthly installments commencing one month after their date of
              grant.

         o    If the director's service on the board of directors terminates as
              a result of, and concurrently or within three months following the
              consummation of, a Change in Control, then the unvested and
              unexpired options shall vest immediately prior to termination of
              the director's service; a Change in Control means a change in
              control of a nature that would be required to be reported in
              response to Item 6(e) of Schedule 14A of Regulation 14A
              promulgated under the Securities Exchange Act of 1934, as amended
              (the "Exchange Act"), whether or not the Company is then subject
              to such reporting requirement; provided that, without limitation,
              such a Change in Control shall be deemed to have occurred if (i)
              any "person" (as such term is used in Sections 13(d) and 14(d) of
              the Exchange Act), other than a trustee or other fiduciary holding
              securities under an employee benefit plan of the Company, is or
              becomes the "beneficial owner" (as defined in Rule 13d-3 under the
              Exchange Act), directly or indirectly, of securities of the
              Company representing thirty-five percent (35%) or more of the
              combined voting power of the Company's then outstanding voting
              securities; (ii) there is a merger or consolidation of the Company
              in which the Company does not survive as an independent public
              company; (iii) business or businesses of the Company that
              generated at least fifty percent (50%) of the Company's
              consolidated revenues for the then most recently completed fiscal
              year are disposed of by the Company pursuant to a partial or
              complete liquidation of the Company, a sale of assets (including
              stock of a subsidiary) of the Company, or otherwise; or (iv)
              during any period of two (2) consecutive years during the term of
              the option, individuals who, at the beginning of such period
              constitute the board of directors, cease for any reason to
              constitute at least a majority thereof, unless the election of
              each director who was not a director at the beginning of such
              period has been approved in advance by directors representing at
              least two-thirds (2/3) of the directors then in office who were
              directors at the beginning of the period. No transaction which
              effects a mere reincorporation of the Company, or a transaction
              which reorganizes the Company, shall be considered a "Change in
              Control" for purposes of the option.

         In addition, the vesting of outstanding options previously granted to
non-employee directors shall be accelerated under the circumstances described
above.