NO COMPENSATION COMMITTEE REPORT 2004

The Compensation Committee makes recommendations on executive compensation and selects those persons eligible to receive grants of options under the Company's Equity Incentive Plan. The members of the Compensation Committee in January and February, 2003 were Messrs. Wiegand and Capeless. Mr. Capeless resigned from the Board of Directors in February of 2003. Mr. Wiegand remained as the sole member of the Committee through the end of the year. The Committee acted one time by unanimous written consent during 2003.

-- Proxy Statement April 2004