Exhibit 10( aa )

          Written Description of Non-employee Director Compensation


Each non-employee Director will be paid an annual retainer of $32,500 (except
the Lead Director, who will receive a $37,500 retainer), plus an annual grant of
options to purchase 2,000 shares of the Company's stock. The options are to be
granted under the Company's 2002 Stock Option Plan, which provides for options
to be granted to directors with an exercise price equal to the fair market value
on the date of grant. The options will be immediately exercisable upon grant and
remain outstanding for a period of 10 years from the date of grant.