<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>v24513exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 10.2

SUMMARY OF COMPENSATION AND PERFORMANCE GOALS AND BUSINESS CRITERIA FOR PAYMENT
OF INCENTIVE AWARDS

      Compensation

<Table>
<Caption>
                                                                   ANNUAL SALARY
                                                                   -------------
<S>                                                                <C>
Julia A. Harper, Vice President of Corporate Operations              $240,000

Brian Bronson, Chief Financial Officer                               $261,000
</Table>

      Incentive Awards

      Bonus targets are set between the 50th and 75th percentile of market data
as an average. The officers were assigned the following target annual bonus
amounts:

<Table>
<Caption>
                                                                   TARGET ANNUAL
                                                                   BONUS AMOUNT
                                                                   ------------
<S>                                                                <C>
Julia A. Harper, Vice President of Corporate Operations               $160,000
Brian Bronson, Chief Financial Officer                                $121,000
Keith Lambert, Vice President of Manufacturing Operations             $100,000
</Table>

       Actual bonus payouts are calculated and paid semi-annually and are based
on achievement of planned operating income, as well as the following parameters:

<Table>
<Caption>
PARAMETER               PAYOUT                                        WEIGHT
-------------------     ----------------------------------          -----------
<S>                     <C>                                         <C>
Individual objectives   Payout from 0 - 200% based on results           50%

Design win target       Payout from 0 - 200% based on results           20%

Revenue target          Payout from 0 - 200% based on results           15%

Gross margin target     Payout from 0 - 200% based on results           15%

</Table>
</TEXT>
</DOCUMENT>