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                                  EXHIBIT 10-g



As a taxable executive benefit, the Company pays the premiums for life insurance
policies on the lives of non-employee Directors and certain key executives. The
executive or Board member has the right to designate the beneficiary under the
applicable life insurance policy. Messrs. Alter and Rosoff are each covered by a
$5,000,000 policy. Each non-employee Director is covered by a $500,000 policy.
All of the life insurance policies are owned by the Company. Upon termination of
employment, each executive is entitled to acquire the insurance policy from the
Company upon payment to the Company of an amount equal to the cash value of the
policy at that time. The policies insuring the non-employee Directors are term
life insurance policies, on which there is no build-up in cash value.