Exhibit 10.2

On May 23, 2005, the Company's Board of Directors  designated Stephanie L. Rode,
Senior Vice  President/Compliance and Risk Manager. The base salary for Ms. Rode
is $90,000 per year, subject to annual adjustments to be determined by the Board
of  Directors  in its sole  discretion.  Ms.  Rode will be  eligible  to receive
additional  compensation  under  the  terms of an  incentive  compensation  plan
adopted by the Board of Directors,  participation  in the Company's 401(k) Plan,
paid  time  off  in  accordance  with  the  Company's  Employee  Handbook,   and
reimbursement of reasonable business expenses.