EXHIBIT 10.2

         2005 ATS MEDICAL MANAGEMENT INCENTIVE COMPENSATION PLAN (MICP)

The 2005 ATS Medical Management Incentive Compensation Plan (MICP) is designed
to pay, in addition to performance based annual salaries, incentive cash
compensation to management and other "key employees" who by their assigned
responsibilities contribute to the success of the Company. Incentive payments
will be based on corporate funding and achievement of individual
Objectives/Smart Goals.

1.    DEFINITION OF TERMS

      GOALS

      The Individual Objectives, as set forth at the beginning of each program
      year and referred to as Smart Goals, must be specific, measurable,
      achievable, related to Corporate Goals and time bound. The Board of
      Directors may amend the goals to reflect material adjustments in or
      changes to the Company's accounting policies; to reflect major corporate
      changes such as mergers, acquisitions, or divestitures; and to reflect
      such other events having a significant impact on the goals.

      BASE SALARY

      The annual salary rates effective on the first day of the Plan year.

      PARTICIPANT

      Any employee or position which has been designated by the Board as a
      participant in the Plan for the year or during the year. If a particular
      employee is not covered by the MICP and has been recognized for
      extraordinary achievement, he/she may be eligible to participate in the
      Plan for that particular year at the discretion of the President/CEO.

      ELIGIBILITY

      Only regular full time employees may be designated as a participant in the
      Plan.

      PROGRAM YEAR

      The fiscal year of the corporation.

      FUNDING

      The total dollar amounts accrued for payment in any program year. The
      bonus pool will be funded by achievement of the Company's annual operating
      Plan and will be tied to both top line and bottom line results.

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      PAYOUT

      The actual amount to be paid to a participant based on operating results
      achievement rate combined with individual Smart Goals performance. The
      maximum payout each participant is eligible to receive will be
      communicated by his/her Manager.

2.    DESIGNATION OF PARTICIPANTS

      The Board, upon the recommendation of the management of the Corporation,
      shall make all determinations as to the eligibility of employees and
      positions to participate in the MICP. Following the Board's determination
      of eligible participants, each participant shall be notified of
      eligibility to participate in the 2005 MICP and will be provided with a
      copy of the Plan. The 2005 Plan is designed to include officer, director,
      and manager level positions as well as employee designated as "key
      employees."

3.    CALCULATION AND PAYMENT OF INCENTIVE AWARDS

      Individual incentives will not be paid unless the President/CEO and the
      Compensation Committee of the Board of Directors approve each
      participant's individual incentive awards with payout contingent upon
      completion of the Company's year-end financial audit for the program year.

      PLAN CRITERIA

      ACHIEVEMENT OF SMART GOALS
        (20% weight)
      TOP LINE RESULTS = Revenue
        (50% weight)
      BOTTOM LINE RESULTS=Operating Income before taxes
        (30% weight)
      1:3 BONUS POOL FUNDING for overachievement
      1:5 BONUS POOL FUNDING for underachievement

      PAYOUT RATES



PLAN PERFORMANCE            1:0 RATIO
                         
116.7%                         150%
  115%                         145%
  110%                         130%
  105%                         115%
  100%                         100%




PLAN PERFORMANCE            1:5 RATIO
                         
95%                             75%
90%                             50%
85%                             25%
80%                              0%


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4.    PROMOTIONS

      For individuals promoted from a non-bonus to a bonus position during the
      program year, the effective salary upon assuming the new position will be
      used in calculating eligible incentive payout. Any payout will be pro
      rated beginning the first day of the month in which the individual is
      promoted into the position.

5.    DEMOTIONS

      For individuals demoted to a non-bonus position during the plan year, MICP
      payout will be pro rated based on the number of months in the bonus
      position.

6.    TERMINATION OF EMPLOYMENT

      In the event that any participant shall cease to be a full time employee
      during any year in which he/she is participating in the Plan, such
      participant shall be entitled to receive no incentive compensation for
      such year. If he/she terminates after the Plan year but prior to the
      payout, the participant remains entitled to receive incentive
      compensation. An exception would be if the individual were subject to
      termination "for cause" if such "cause" took place during the period
      covered by the MICP.

7.    AMENDMENT OF THE PLAN

      The Board may, from time to time, make amendments to the Plan as it
      believes appropriate and may terminate the Plan at any time, provided that
      no such amendment or termination will affect the right of any participant
      to receive incentive compensation in accordance with the terms of the Plan
      for the portion of any year up to the date of the amendment or
      termination.

8.    MISCELLANEOUS

      Nothing contained in the MICP shall be construed to confer upon any
      employee any right to continue in the employ of the Company or restrict
      the Company's right to terminate his/her employment at any time.

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               ESTABLISHMENT OF INDIVIDUAL OBJECTIVES/SMART GOALS

                       (Specific, Measurable, Achievable,
                   Related to Corporate Goals and Time Bound.)

In establishing individual objectives, the following guidelines shall be used:

-     Each objective should be clear, concise, and measurable (time, cost, and
      task accomplishment).

-     Each objective should be a precise written statement, which is discussed
      and agreed to by the individual and the manager.

-     Individual objectives should measure accomplishment and not effort.

-     Individuals will have four (4) Objectives/Smart Goals.

Before a participant may receive an incentive award, it will be necessary for
his/her immediate manager to:

-     Submit written measurable objectives on the appropriate form prior to the
      commencement of the program year. These objectives will be reviewed and
      approved by the President/CEO and Director of Human Resources.

-     Submit a documented evaluation of results, on a quarterly basis, to the
      President/CEO.

            -     Modifications or adjustments to the original objectives must
                  be reviewed by the participant and his/her manager and then
                  submitted to the President/CEO.

-     Submit the year-end results against objectives within one month following
      the end of the program year. The President/CEO and the Director of Human
      Resources will approve these.

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