Exhibit 10.37

                  Summary of Director Compensation Arrangements

      In accordance with the "Frequently Asked Questions" bulletin posted by the
staff of the Division of Corporation Finance of the Securities and Exchange
Commission on November 23, 2004 on the Securities and Exchange Commission's
website, we are disclosing the following information that the Securities and
Exchange Commission may deem to be material definitive agreements with our
directors.

      Each director of the Company who is not also an employee receives an
annual fee of $35,000, plus reimbursement of expenses incurred in attending
meetings. In addition, members of the Compensation Committee receive an annual
fee of $5,000, members of the Nominating and Corporate Governance Committee
receive an annual fee of $5,000 and members of the Audit Committee receive an
annual fee of $10,000. The Chairman of the Audit Committee also receives an
additional annual fee of $30,000 for his services as Chairman of the Audit
Committee.

      Pursuant to the Company's Director Plan, as amended, each person who is
first elected or appointed to serve as a non-employee director of the Company
automatically is granted an option to purchase 15,000 shares of Common Stock at
the fair market value of the Common Stock on the date of the grant and each
person who is re-elected or continues as a non-employee director at each
subsequent annual meeting of shareholders automatically is granted an option to
purchase 3,000 shares of Common Stock at the fair market value of the Common
Stock on the date of grant. All options granted under the Director Plan become
exercisable one year after the date of grant, except that they become
immediately exercisable upon a "change in control" as defined in the Director
Plan, and, unless terminated earlier by the terms of the option, expire ten
years after the date of grant. Upon the exhaustion of shares available under the
Director Plan, the Company will issue the same number of options under the 2004
Equity Incentive Plan to non-employee directors as described above.

      Pursuant to the Company's 2004 Equity Incentive Plan, each non-employee
director automatically receives an annual restricted stock award of 3,000 shares
(4,500 shares in the case of the Audit Committee Chairman). Directors who are
first elected or appointed to the Board at any time other than an annual meting
of shareholders will receive a prorated restricted stock award upon their
initial election or appointment and will be eligible to receive annual grants of
3,000 shares at each annual meeting of shareholders thereafter. Generally,
restricted stock awards are granted to the non-employee directors for no
additional consideration and all restrictions will lapse one year after the date
of grant or earlier upon a change of control. In lieu of restricted stock
awards, the Company may issue restricted stock units or other equity
compensation available under the 2004 Equity Incentive Plan on similar terms.

      Non-employee directors are reimbursed their out-of-pocket costs in
attending Board and committee meetings.