Exhibit 10.1

                 SUMMARY OF NON-MANAGEMENT DIRECTOR COMPENSATION



I.  Board Members (Other than the Chairman)
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A.  Annual Cash Compensation

    Annual Cash Retainer:                                     $35,000

    Annual Presiding Director Retainer:                       $ 3,000

    Additional Cash Retainer for Members of
    Audit Committee:                                          $20,000 (Chairman)
                                                              $ 5,000 (Other)

    Additional Cash Retainer for Members of Compensation      $ 5,000 (Chairman)
    Committee:                                                $ 3,000 (Other)

    Additional Cash Retainer for Members of Nominating and    $ 5,000 (Chairman)
    Corporate Governance Committee:                           $ 3,000 (Other)

    Additional Cash Retainer for Members of Strategy
    Committee:                                                $ 5,000 (Chairman)
                                                              $ 3,000 (Other)

B.  Meeting Fees

    Board Meeting Fees:      $1,500 per meeting  attended in person  ($2,500
                             for  directors  resident on the west coast)

    Committee Meeting Fees:  $1,500 per meeting attended in person, on a day
                             other than a day on which the board meets

                             $1,000 per meeting attended in person, on the same
                             day as a board meeting

    Telephone Meeting Fees:  $750 per board or committee meeting attended by
                             conference telephone

    Directors are also reimbursed for reasonable out-of-pocket expenses incurred
    in attending meetings.

C.  Stock Options

    Upon appointment as a director, the director is granted an option to
    purchase 15,000 shares, vesting 1/3 on each of the first three anniversaries
    of the grant date, expiring seven years from the grant date.

    Annual grant of options for 7,500 shares, vesting 1/3 on each of the first
    three anniversaries of the grant date, expiring seven years from the grant
    date.

II. Chairman of the Board
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A.  Annual Cash Compensation

    Annual Cash Compensation (in lieu of annual retainer
    and meeting fees):                                        $250,000

B.  Stock Options/Restricted Stock

    In connection with Mr. Manzi's appointment as Chairman of the Board (in
    December 2003) he was granted (a) options to purchase 240,000 shares of the
    common stock, vesting 1/3 on each of the first three anniversaries of the
    grant date, assuming continued service as Chairman of the Board, expiring
    seven years from the grant date and (b) 15,000 shares of restricted common
    stock, vesting 1/3 on each of the first three anniversaries of the grant
    date, assuming continued service as Chairman of the Board. In February 2005,
    Mr. Manzi was granted 2,500 shares of common stock.