Exhibit 10.2

2005 Board Compensation Policy Summary

Cash Compensation:

Meetings		2004 Amount Per Meeting			No. of Meetings (FY 2004)		2005 Amount Per Meeting
Board					5
Chair		$	7,000				$	7,000
Member		$	5,000				$	5,000
Audit Committee					5
Chair*		$	5,000				$	2,500
Member		$	1,500				$	1,500
Governance & Nominating Committee					5
Chair		$	1,500				$	2,500
Member		$	1,000				$	1,000
Compensation Committee					1
Chair		$	1,500				$	2,500
Member		$	1,000				$	1,000

* For 2005, the Chair will also receive $10,000 per quarter in addition to the $2,500 meeting fee.

Other Compensation:
Automatic Options:
New Director Grant (1 in FY 2004)		10,000 options
Continuing Director Grant (4 in FY 2004)		2,500 options
Continuing Chair Grant (1 in FY 2004)		3,750 options
Discretionary Options:
Continuing Director Grant (4 in FY 2004)		5,000 options
Continuing Chair Grant (1 in FY 2004)		6,250 options
Stock Bonus Award:
Director Award (5 in FY 2004)		$25,000 (1,248 shares in 2004)
Chair Award (1 in FY 2004)		$30,000 (1,497 shares in 2004)