EXHIBIT 10.11


2004 Executive Management Incentive Compensation Plan

PURPOSE

The purpose of the 2004 Executive  Management  Incentive  Compensation Plan (the
"Plan") is to enhance and  reinforce  the goals of the  Company  for  profitable
growth and  continuation  of a sound overall  condition by providing  additional
financial  rewards  for  attainment  of such growth and a stable  financial  and
operating condition.

ADMINISTRATION

The Plan shall be  administered  by the  Compensation  Committee of the Board of
Directors of the Company (the "Committee").

PARTICIPATION

The Committee shall select participants in the Plan from executive management of
the Company other than the CEO.

BONUSES UNDER THE PLAN

Bonus  terms  and  eligibility  under  the Plan  shall  be set  forth in a grant
memorandum  issued by the  Company  to the  Participant  (a "Grant  Memorandum")
pursuant  to  which  the  Company  authorizes  a  bonus  hereunder.  Each  Grant
Memorandum issued pursuant to the Plan shall contain such provisions, consistent
with the provisions of the Plan, as may be established by the Committee.

PAYMENT OF BONUSES

Incentive bonuses under this Plan shall be earned as of the last business day of
2004.  Payment of bonuses shall be made in cash by March 31, 2005,  and shall be
made net of withholding requirements.

PERFORMANCE FACTORS

The Plan is based on the following performance factors for 2004:

o     The Company's  earnings  before  interest,  taxes and funding of this Plan
      (EBITe).

o     Business  unit  performance  as  measured  by  the  gross  margin  of  the
      designated business unit or units (unit performance).

o     Sales  performance  as measured by bookings  and  revenues  (bookings  and
      revenues).



CALCULATION OF BONUSES

The  Grant  Memorandum  for  each  participant  shall  set  forth  one  or  more
performance  factors  on which his or her bonus  will be based.  To the extent a
participant's  bonus is based on more  than one  performance  factor,  the Grant
Memorandum shall weight these factors.

The Grant  Memorandum  shall set out a specific bonus (the target bonus) ranging
between 20% and 40% of the participant's  compensation base that will be paid to
the participant if the Company precisely  achieves its goals for the factors set
forth the Grant Memorandum.

For each 1%  variance  in  actual  Company  results  above or below the goal for
EBITe, unit performance and bookings and revenues,  the bonus allocable to these
factors will be increased or reduced by 3%, 3% and 5%, respectively.

No bonus shall be allocable to EBITe, unit performance and bookings and revenues
if the Company fails to attain,  respectively,  70%, 70% and 85% of its goal for
that  factor,  and no bonus shall be made for bookings and revenues if the sales
department has not operated within its budget.

The  maximum  bonus  allocable  to each  factor  will be achieved if the Company
attains 160% of its goal for that factor.

The  bonus  otherwise  payable  to a  participant  in  respect  of the EBITe and
business unit factors is subject to a  performance  modifier of 50% of the bonus
at the CEO's discretion. Modifications, if any, will be at the CEO's discretion,
and  will be  made  in  order  to  achieve  equity  based  upon a  participant's
individual performance and effectiveness during the period.

The  Committee's  determinations  under the Plan (including  without  limitation
determinations  of the persons to receive  bonuses,  the terms and provisions of
bonuses and the agreements  evidencing same) need not be uniform and may be made
by the  Committee  selectively  among  persons who  receive,  or are eligible to
receive,  bonuses  under the Plan,  whether or not such  persons  are  similarly
situated. Decisions of the Committee with respect to any questions arising as to
the  interpretation of the Plan shall be final,  conclusive,  and binding on all
parties.

The Committee  shall have full power and  authority to administer  and interpret
the  Plan and to adopt  such  rules,  regulations,  agreements,  guidelines  and
instruments  for the  administration  of the  Plan  and for the  conduct  of its
business  as  the  Committee  deems  necessary  or  advisable,  all  within  the
Committee's sole and absolute discretion.

The Committee reserves the right to amend, modify or discontinue the Plan at any
time for any reason, notwithstanding the terms of any Grant Memorandum.