The indemnification agreement requires the Company to indemnify the Indemnitee, to the full extent permitted by law, against any and all expenses, judgments, fines, penalties and settlement amounts incurred in connection with any claim against the Indemnitee arising out of the fact that the Indemnitee is or was a director, officer, employee, trustee, agent or fiduciary of the Company or is or was serving in any such capacity with any other entity, at the Company's request. The indemnification agreement also requires the Company to advance expenses to the Indemnitee prior to the settlement or final judgment of any such claim, provided that the Indemnitee agrees to reimburse the Company if it is ultimately determined that the Indemnitee is not entitled to be indemnified by the Company.

The indemnification agreement also requires the Company to maintain directors and officers liability insurance coverage for the Indemnitee or, to the full extent permitted by law, to indemnify such person for the lack of insurance coverage.

The Company previously entered into indemnification agreements with certain of its non-employee directors. The new indemnification agreement will replace the existing indemnification agreements for those directors. The new agreement corrects certain clerical errors in the existing agreement, but is otherwise substantially similar.

   i.    Article IX, Section 2 of the Bylaws was amended to broaden the indemnification provided by the Company to its officers and directors, so that such indemnification is provided to the full extent permitted by Delaware law. Prior to this amendment, Section 2 required that the Company indemnify its officers and directors if they acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, except if they were adjudged to be liable for misconduct or negligence in the performance of duties to the Company. Under amended Section 2, the Company will indemnify its directors and officers in circumstances in which they acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, except if they were adjudged to be liable to the Company, a standard that is consistent with current Delaware law.

   ii.    Article IX, Section 6 of the Bylaws was amended to clarify that the 60-day period described therein in which the Company is required to indemnify or advance expenses to an officer or director applies only to rights granted under Article IX of the Bylaws and not to rights that officers or directors may have under separate indemnification agreements, under law or otherwise.

   iii.    Article IX, Section 7 of the Bylaws was amended to clarify that the indemnification rights and rights to advances to which an officer or director may be entitled under any separate indemnification agreement, under law or otherwise may be enforced separately from, and in conjunction with, the rights granted under Article IX of the Bylaws.

Exhibit No.       Description of Exhibit

3.1               Amended and Restated Bylaws (as of September 28, 2005)