Contract

Exhibit 10.39

Xxxxx X. Xxxxxxx, Xxxxx Xx Xxxxxxxx, Xxxxxx X. Xxx, Xxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxxx and Xxx X. Xxxxxxx have entered into Transition Assistance Agreements that are substantially identical in all respects to the Agreement with Xxxxx X. Xxxxxx filed as Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.