Exhibit 10.4


                 2005 BONUS PLAN FOR CERTAIN KEY EMPLOYEES

     The Company has a discretionary bonus program under which exempt
salaried employees (other than the Chairman and the CEO) may be paid bonuses
based on a percentage of base annual salary.  The bonus percent is based on a
variety of guidelines including the performance levels of the respective
business units measured by earnings before tax.  The Chairman and the CEO
participate in this plan, however their bonuses are specifically determined
by the Compensation Committee of the Board of Directors.  Effective as of
December 26, 2004, the Board of Directors adopted an annual bonus plan
designed to comply with the performance-based compensation exemption from
Section 162(m) of the Internal Revenue Code.  If the Company's stockholders
approve this plan, the Chairman and CEO would not participate in the
discretionary bonus program in 2005.









































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