Chairman's Agreement with John C. Miles II

Effective  January 1, 2004,  the Company  entered an Agreement with
John C. Miles II,  under  which he will  receive  $100,000.00  over
the period from January 1, 2004  through the date of the  Company's
Annual  Meeting  in  2005,  in  consideration  of  his  service  as
Chairman of the Board of the Company.