Exhibit 10.17

                DESCRIPTION OF CERTAIN COMPENSATORY ARRANGEMENTS
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                    BETWEEN REGISTRANT AND EXECUTIVE OFFICERS
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Leased Automobiles

     The Registrant leases an automobile for each of its executive officers,
subject to certain lease "cap" limitations that vary by executive officer. The
Registrant reimburses the executive officer for all fuel, maintenance and
repairs costs for the leased automobile, and the Registrant insures the
automobile under its insurance programs. The Registrant also reimburses the
executive officer (by way of a "gross-up" payment) for taxes on imputed income
for personal use of the automobile.

Reimbursement for Financial and Tax Counseling

     The Registrant reimburses its President and Chief Executive Officer for up
to $15,000 (per year) of out-of-pocket expenses incurred to obtain financial
advice, estate planning advice, tax advice and/or tax return preparation. The
Registrant reimburses each of its other executive officers for up to $6,500 (per
year) of out-of-pocket expenses incurred to obtain financial advice, estate
planning advice, tax advice and/or tax return preparation.

Reimbursement for Annual Medical Examination

     The Registrant reimburses each of its executive officers for up to $1,000
(per year) of out-of-pocket expenses incurred for an annual medical examination.

Personal Use of Aircraft

     The President and Chief Executive Officer and his direct reports are
authorized, subject to certain requirements and limitations, to use the
Registrant's fractionally-owned aircraft for personal travel.