Exhibit 10.2

DIRECTOR COMPENSATION

All compensation values are in US $	Proposed AFTER EMERGENCE
Board Service
Annual Cash Retainer	$75,000
Board Meeting Fees	$0
Annual Equity Grant	$75,000
Chairman	$150,000 (additional)
Audit Committee Service
Chair Retainer	$25,000
Member Retainer	$0
Meeting Fee	$0
Other Committee Service
Chair retainer	$15,000
Member Retainer	$0
Meeting Fee	$0
Total Direct Compensation Simulations
Typical Director	$150,000
Typical Committee Chair	$165,000
Typical Audit Committee Chair	$175,000
Share Ownership guideline	1 X Annual Retainer within 3 years to be calculated at market value at time of testing