Exhibit 10.19



         Summary of Compensation Arrangements for Named Executive Officers
         -----------------------------------------------------------------
                        Outside of Employment Agreements
                        --------------------------------

     The following executive  officers,  expected to be named executive officers
in the  Company's  proxy  statement  for its 2005  annual  meeting,  are at will
employees  with whom the Company  does not have written  employment  agreements.
Their compensation arrangements are as follows:

Name                           Salary                    Target Bonus
-----                          ------                    ------------

Daniel McCarthy            $ 265,000                    75%  $198,800
L. Russell Mitten          $ 201,800                    50%  $100,900

In addition,  such  executive  officers are eligible to  participate  in benefit
programs  open  to our  employees  generally,  including  equity  awards  at the
discretion of the Compensation Committee of the board of directors.

          Summary of Non-Employee Directors' Compensation Arrangements
          ------------------------------------------------------------
          Outside of Formal Plans
          -----------------------


ANNUAL RETAINER FEE
On  January 1 of each  year he or she  serves on the  board,  each  non-employee
director  will  receive an annual  retainer  fee of $30,000  cash of 5,000 stock
units. Each  non-employee  director must irrevocable elect by December 31 of the
prior year whether to receive his or her retainer in cash or units.

MEETING FEES
Each  non-employee  director will receive $2,000 for his or her participation in
each board and committee  meeting.  Each  Committee  Chair and the Lead Director
will  receive  an  additional   annual  stipend,   payable  in  equal  quarterly
installments  on  the  first  business  day of the  succeeding  quarter,  in the
following amounts:

        Lead Director                                           $20,000
        Audit Committee Chair                                   $25,000
        Compensation Committee Chair                            $15,000
        Nominating and Corporate Governance Committee Chair     $ 7,500
        Retirement Plan Committee                               $ 5,000

Each  non-employee  director must elect by December 31 of the prior year whether
to receive his or her meeting fees and chairmanship stipend, when applicable, in
cash or stock units, or a combination of the two forms of compensation.