Employment Arrangement with Kevin A. Mayer

Exhibit 10(l)

Employment Arrangement with Kevin A. Mayer

     Kevin A. Mayer is employed as Executive Vice President, Corporate Strategy, Business Development and Technology, on an at will basis. He receives an annual salary of $525,000 and is eligible to receive an annual bonus under the Company’s Management Incentive Bonus Program approved by the Compensation Committee of the Board on September 19, 2004. In addition, as an executive officer of the Company, his bonus awards for fiscal years 2006 and beyond are subject to compliance with certain financial test(s) pursuant to the Company’s 2002 Executive Performance Plan. Mr. Mayer is also eligible to receive equity awards pursuant to the Registrant’s stock incentive plans, including the 2005 Stock Incentive Plan, and awards under such plans will be made pursuant to the forms of agreement previously filed by the Registrant or pursuant to such forms as may hereafter be filed from time to time. Certain of these awards may also be subject to financial test(s) under the 2002 Executive Performance Plan. Mr. Mayer is also eligible for the perquisites and other benefits generally available to all employees having a title of Vice President or above, as well as $1 million of excess liability coverage.