Exhibit 10-j

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. At December 31, 2002, Mr. Alter and Mr. Rosoff
were covered by policies of $10,000,000 and $5,000,000, respectively. Each
non-employee Director is eligible to receive a $500,000 policy. Upon termination
of employment, the 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.