Exhibit 10

    Summary of Employment Agreement between the Company and Steven H. Cardin,
                            effective October 1, 2001

Effective  October 1, 2001, the Company entered into a new five-year  employment
agreement with its president,  Mr. Steven H. Cardin. The Agreement provides that
Mr. Cardin shall  receive a base salary of $191,000 per annum,  escalating at no
less than 5% per annum, and an annual bonus of no less than 10% of the Company's
earnings before income tax payable either in cash, or, at Mr. Cardin's election,
in shares of the Company's  Common stock at then fair market value.  Pursuant to
three previous employment  agreements with the Company, Mr. Cardin had purchased
3,759,864  shares of the Company's  Common stock from the Company at fair market
value in three  separate  non-cash  transactions  for three  non-recourse  notes
receivable  that  were  secured  by  the  shares  and  that  were   subsequently
consolidated  into a  single  $306,000  non-recourse  note  receivable.  The new
employment  agreement  provides that the note will remain  non-recourse and will
remain secured by the 3,759,864 shares,  and also that the note will continue to
bear interest at the Applicable  Federal Rate and will become due and payable at
the end of the  employment  agreement.  The agreement  also continues to provide
that Mr.  Cardin can pay the  principal  amount of the loans with  shares of the
Company's  common  stock and that the  Company  will  reimburse  Mr.  Cardin for
interest expense related to the loans and will indemnify him against  additional
tax due as a result of such reimbursement and indemnification. Should Mr. Cardin
default on the loans, the shares will revert to the Company.

The  agreement  also  provides  that,  in the event the Company  terminates  Mr.
Cardin's employment by reason of his permanent disability, the Company shall (1)
pay Mr. Cardin a total sum, payable in 24 equal monthly  installments,  equal to
50% of the base salary to which he would have been entitled had he performed his
duties for the Company for a period of two years after his termination  less the
amount  of  any  disability   insurance  benefits  he  receives  under  policies
maintained  by the  Company  for his  benefit,  and (2)  continue to provide Mr.
Cardin with all fringe  benefits  provided  to him at the time of his  permanent
disability for a period of two years following such permanent disability.

The  agreement  also  provides  that,  in the event the Company  terminates  Mr.
Cardin's employment in breach of the agreement,  or in the event that Mr. Cardin
terminates his employment  because his  circumstances  of employment  shall have
changed subsequent to a change in control, then the Company shall pay Mr. Cardin
a lump sum payment equal to the sum of (1) twice Mr. Cardin's base salary during
the 12-month period immediately preceding the termination of his employment, (2)
the greater of (a) twice any annual bonus paid to or accrued with respect to Mr.
Cardin by the Company  during the fiscal year  immediately  preceding the fiscal
year in which his employment  shall have been terminated and (b) three times his
base salary during the 12-month period immediately  preceding the termination of
his employment, and (3) any other compensation owed to Mr. Cardin at the time of
his termination. The agreement also provides that the Company will indemnify Mr.
Cardin  against  any  special  tax that may be imposed on him as a result of any
such termination payment made by the Company pursuant to the agreement.

Under the  employment  agreement,  a change in control is deemed to occur (1) if
there  is a  change  of  one-third  of the  Board  of  Directors  under  certain
conditions,  (2) if there is a sale of all or substantially all of the Company's
assets,  (3)  upon  certain  mergers  or   consolidations,   (4)  under  certain
circumstances  if  another  person  (or  persons)  acquires  20% or  more of the
outstanding  voting  shares of the  Company,  or (5) if any  person  except  the
employee shall own or control half of such outstanding voting shares.