Exhibit
10.7
Amendment
to Non-Employee Director Stock Plan
Section
4.2 of the Non-Employee Directors Stock Plan was amended effective January 1,
2008 by replacing Section 4.2 of such Plan in its entirety with the following
new Section 4.2:
"4.2 Award
Agreement. Each Award granted under the Plan shall be
evidenced by an Award Agreement; provided, however, that in the event of any
conflict between a provision of the Plan and any provision of an Award
Agreement, the provision of the Plan shall prevail."