Exhibit 10.22




                            Compensation of Directors


         In 2005, each Director received a retainer of $24,000 for serving on
the Board of Directors. In addition, Mr. Considine was paid $26,000 for serving
as Chairman of the Audit Committee, and Mr. Lobatz was paid $17,000 for serving
on the Audit Committee. Under the terms of the Company's 1999 Stock Incentive
Plan, each director is automatically granted options to purchase 1,000 shares on
the date on which the annual meeting of stockholders of the Company is held each
year. The purchase price of the shares covered by such options is the fair
market value of such shares on the date of grant. These options become
exercisable at the rate of 25% per year commencing one year after the date of
grant. As a result of this provision, options to purchase 1,000 shares of Common
Stock at an exercise price of $65.19 per share were awarded to each of Messrs.
Bienvenue, Borden, Considine, Cumming, Lobatz and Steinberg on July 12, 2005.
The Company reimburses directors for reasonable travel expenses incurred in
attending board and committee meetings.