MANAGEMENT INCENTIVE PLAN

Exhibit 10.82

MANAGEMENT INCENTIVE PLAN

(2005)

The purpose of the Management Incentive Plan (the “Plan”) is to provide management with incentives for the successful execution of both short- and long-term plans that:

The Board of Directors of the Corporation (“Board”) recognizes that there are currently five senior officer positions within the senior management that will play important roles in achieving the stated goals. The Board has established specific goals for net sales, and net income, and has set strategic objectives for the Corporation. The Board has tasked the senior managers with the responsibility and accountability for meeting both the annual goals and the strategic objectives.

As tangible incentives to the officers, the Board has determined that a combination of annual cash bonuses and stock option awards should be offered to those employees for reaching or exceeding the defined goals.

Upon the completion of the annual audit by the Corporation’s outside accountants, each of the identified officers shall be eligible to receive cash bonuses and stock option awards as defined in this Plan. Earning of the stock option awards will be subject to the employee’s continuing service to the Corporation as an employee, consultant, or member of the Board for a minimum of three years following the date of grant of the stock option award, and as further defined in the documents that accompany the stock option awards. The stock option awards are intended to be a reward for the continuing achievement and success of the Corporation due to the employee’s service and contributions. The stock option award will be priced at the closing price of the Corporation’s common stock on the date immediately prior to the award date, will “cliff vest” on the third anniversary of the award date and have an expiration date on the fifth anniversary of the award date. Unless the Committee determines otherwise, if the officer terminates employment, prior to vesting of his stock option award, the unvested portion(s) of his stock option award shall be forfeited and the employee shall have no right to the shares subject to the unvested portion(s) of the award.

The individuals and titles of the individuals currently eligible for inclusion in the incentive plan are:

The Committee, in its discretion, may determine that other officers of the Corporation may also be eligible to participate in the Plan. Participation in the Plan in any one year does not guarantee the right to participate in any other year.

I. Cash Bonuses

The cash bonuses will consist of two components, the “Base Bonus” and the “Pool Bonus.”

The “Base Bonus”

Each individual holding an officer position who is selected to participate in the Plan in 2005 (as identified above) shall be eligible to receive a cash bonus of up to 40% of his or her annual salary (as of the first day of applicable fiscal year) for meeting the specific annual goals approved by the Board. Cash bonuses shall be earned at the rate of 20% of the base salary should the company achieve 90% of the net sales and net income goals (considering each goal separately), increasing two percentage points of salary for each additional percentage point of the respective goal, to a maximum of 40% of the base salary should the Corporation reach the goals for net sales and net income. Net Income will include an accrual for both the total cash bonus under this plan and an accrual for the current year portion of compensation expense relating to the stock options awarded under the Plan. The portion of the Base Bonus determined by the “key objectives” criteria shall be awarded if the Committee determines that the specific key objectives for that executive have been meet during the period. The bonus for each executive shall be calculated as per the schedule defined in Table A below.

Table A - The Cash Incentives “Base Bonus”

Position / Target

EXAMPLE:

Results. The company reached 92% of the net sales goal, 100% of the net income goal, and it is determined that the executive accomplished all of the defined key objectives during the period.

Bonus calculation:

Net Sales: 24% of salary (160,000 X .24) X .6 (the weight detailed in Table A for this criteria for this position) equals $23,040.00

Net Income: 40% of salary (160,000 X .4) X .2 ((the weight detailed in Table A for this criteria for this position) equals $12,800.00

Key Objectives: 40% of salary (160,000 X .4) X .2 ((the weight detailed in Table A for this criteria for this position) equals $12,800.00

Total bonus: $48,640.00 or 30.4% of the base salary

NO POOL BONUS DOLLARS EARNED

End of Example.

Pool Bonus.

As further incentive, the above individuals shall be eligible for additional cash bonuses based entirely on the superior performance of the Corporation in generating net income above the established goal. Net Income will include an accrual for both the total cash bonus under this Plan and an accrual for the current year portion of compensation expense relating to the stock options awarded under the plan. This is identified as the “Pool Bonus,” and shall be defined as twenty percent (20%) of the net income of the Corporation that is above the established goal. The named individuals according to the following chart, marked as “Table B”, will share the Pool Bonus.

Table B - The Cash Incentives “Pool Bonus”

Notwithstanding the foregoing, unless the Committee determines otherwise, should an officer terminate employment prior to the end of the time period over which the Pool Bonus or Base Bonus is achieved, his applicable percentage shall be forfeited back to the Company.

EXAMPLE:

Results. The company exceeded the revenue goal, which results in an additional one million dollars in net income, and it is determined that the executive accomplished all of the defined key objectives during the period.

Bonus calculation: Base bonus

Net Sales: 40% of salary (160,000 X .4) X .6 (the weight detailed in Table A for this criteria for this position) equals $38,400.00

Net Income: 40% of salary (160,000 X .4) X .2 (the weight detailed in Table A for this criteria for this position) equals $12,800.00

Key Objectives: 40% of salary (160,000 X .4) X .2 (the weight detailed in Table A for this criteria for this position) equals $12,800.00

Base bonus: $64,000.00 or 40% of the base salary

Pool bonus: (1,000,000 X .2) X .15 (as defined in Table B) equals $30,000

Total Bonus $94,000.00 or 59% of base salary

II. Stock Option Awards

As additional incentive and motivation, and to provide for stability and continuity of service among the senior leadership of the Corporation, the Board of Directors hereby establishes an annua