SALE BONUS AGREEMENT

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EXHIBIT 10.5

KEY EMPLOYEE

SALE BONUS AGREEMENT

THIS SALE BONUS AGREEMENT (this "Agreement"), is made and entered into as

of ________ __, ____, between DEI HOLDINGS, INC. (the "Company") and

_____________________ (the "Key Employee").

Recitals

A. The parties are entering into this Agreement for the purpose of

providing the Key Employee an incentive to increase the value of the Company by

granting him the right to receive a percentage of the proceeds received by the

Company's shareholders as a result of certain liquidity events.

B. The parties' intent is that upon specified liquidity events, the Company

pay to the Key Employee a percentage of the proceeds distributable to common

holders (not warrant holders) as follows:

(i) the Key Employee shall not receive any percentage of the net

proceeds necessary to "repay" a "base equity amount" equal to the

sum of (x) $89,750,000 (i.e., the sum of the agreed upon equity

value of the Company following its June 2004 recapitalization

plus the $6.0 million of equity contributed to the Company in

September 2004), plus (y) any additional equity contributed after

the date hereof, together with a 12% annual "preferred return" on

such additional equity; and

(ii) the Key Employee shall receive __% of all net proceeds

distributable to common holders in excess of such base equity

amount.

C. Attached as Annex A are certain examples showing the payment due the Key

Employee under various sale scenarios.

Agreement

NOW THEREFORE, intending to be legally bound, the parties hereby agree as

follows.

1. Definitions. Capitalized terms used herein and not otherwise defined

shall have the meanings ascribed to such terms in the Employment Agreement. In

addition, the following terms when used in this Agreement have the meanings set

forth below:

(a) "Base Equity Amount" shall mean an amount equal to the sum of (i)

$89,750,000, plus (ii) the Preferential New Equity Amount.

(b) "Net Equity Proceeds" shall mean an amount equal to the remainder

of (i) the Proceeds Available for Distribution to Shareholders, less (ii) the

Base Equity Amount.

(c) "Preferential New Equity Amount" shall mean the dollar amount of

equity contributions to the Company subsequent to the date hereof, which amount

shall increase at a rate of twelve percent (12%) per annum from the date of each

applicable equity issuance through the date of consummation of the Sale Event.

(d) "Proceeds Available for Distribution to Shareholders" shall mean

the total gross proceeds and other consideration actually paid to or received by

the holders of the Company's equity securities (in their capacity as such) other

than holders of the Company's currently outstanding warrants in connection with

a Sale Event and after payment of all debt, all transaction expenses (including

all payments to James E. Minarik under the Company's December 7, 2004 Sale Bonus

Agreement with such executive except the "Third Gain Share Payment" reflected

therein), and all proceeds payment due to

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holders of the Company's currently outstanding warrants, including, without

limitation, (i) cash, and (ii) notes, securities and other property. Non-cash

consideration shall be valued as follows: (x) publicly traded securities shall

be valued at the average of their closing prices (as reported in the Wall Street

Journal) for the ten trading days prior to the closing of the Sale Event, and

(y) any other non-cash consideration shall be valued at the fair market value

thereof as determined in good faith by the Board and the Key Employee.

(e) "Sale Event" shall mean:

(i) the sale of all, or substantially all, of DEI's consolidated

assets in any single transaction or series of related transactions; or

(ii) the sale, or series of related sales, of common stock of the

Company or DEI possessing the ordinary voting power (on a fully-diluted basis)

to elect a majority of the board of directors of the Company or the Board, as

the case may be, to an independent third party or a group of affi