EXHIBIT 10.32

SUMMARY OF COMPENSATION ARRANGEMENT WITH KATHERINE M. HUDSON

      The Company's Board of Directors has approved a compensation package for
Mrs. Hudson, who served as the Company's President and CEO until March 31, 2003.
Mrs. Hudson will remain an employee of the Company for a period up to January
19, 2005, at her annual base salary in effect for fiscal 2003; and will be
eligible for coverage under the Company's regular medical insurance plan or a
payment in lieu thereof toward similar coverage. Until January 19, 2004, she
will also receive other executive benefits at the 2003 level and be eligible to
participate in the Company's bonus plan. While employed, Mrs. Hudson will
perform such duties as requested of her by the President. All compensation and
benefits will terminate if Mrs. Hudson accepts outside employment, other than
with an academic entity.