EXHIBIT 10.31

                         2006 Management Incentive Plan

OBJECTIVE:        The purpose of the plan is to focus management on the
---------         attainment of selective short-term objectives in the areas of
                  (a) Return on Total Capital, (b) Sales growth, and (c)
                  individual objectives.

PHILOSOPHY:       The basic philosophy behind the structure of the plan is to
----------        incent a minimum level of performance as represented by the
                  threshold ROTC amount necessary before any awards are earned
                  under the plan. At this minimum level a percentage of the ROTC
                  and Sales award is earned. For the amount of the award based
                  solely on ROTC as well as the amount based solely on Sales,
                  100% of the target award is earned at a performance level of
                  100%. At a performance level greater than 100%, the rate of
                  increase in the amount of the ROTC and Sales based components
                  increase 3% for every 1% increase in the ROTC or Sales as
                  applicable.

MINIMUM
REQUIRED
FOR AWARD         Payments under the Plan are predicated on a ROTC attainment of
PAYMENT:          at least 80% of budget. This minimum applies separately to
-------           each division as well as to corporate.

PAYOUT:           Each individual is assigned a target award percentage of their
------            January 1, 2006 base salary, based on their level in the
                  organization. Their award is then allocated to a
                  corporate/divisional ROTC component, a corporate/divisional
                  Sales component and an individual objectives component, based
                  on their impact on ROTC and Sales. These allocations are
                  approved by the Corporate Incentive Committee.

                  Only if the corporate or divisional (as applicable) ROTC is at
                  least 80% of budget will any of the components generate an
                  award. If the appropriate ROTC is at least 80% then the
                  corporate or division (as applicable) ROTC component will be
                  25% "earned". Between 80% and 100% ROTC attainment, the 25%
                  increases to 100% proportionately so that 100% of the award is
                  payable at 100% ROTC attainment. Above 100%, the amount that
                  can be earned under this component of the plan increases such
                  that for each 1% increase in ROTC, there will be a 3% increase
                  in the dollar amount of the individual's award attributable to
                  the corporate or divisional ROTC (as applicable).
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                  If the corporate or divisional (as applicable) ROTC is 80% or
                  more the other components of the plan will operate as follows:

                  A. Sales Component
                     ---------------
                           If the corporate/divisional Sales performance is less
                           than 80%, no amount is earned under this component of
                           the plan. Otherwise, this component will generate an
                           award equivalent to 25% of the targeted amount at the
                           80% minimum performance level. This amount will
                           increase at a linear rate such that the payout is
                           100% of the target at a 100% performance level. The
                           payout will continue to increase at a 3 for 1 rate
                           for performance levels greater than 100%.

                  B. Individual Objectives Component
                     -------------------------------
                           Attainment of individual objectives, which are
                           approved by the Corporate Incentive Committee in
                           advance, will be reviewed at year-end by the
                           Corporate Incentive Committee. The individual
                           objective component is "earned" to the extent that
                           objectives were met. For example, if 4 of 5
                           objectives of equal value are met, an 80% payout is
                           "earned."

PLAN YEAR:        The Plan Year is January 1 thru December 31.
---------

PLAN SALARY:      The Plan Salary is the base salary of each participant as of
-----------       January 1 or the date of their first day of plan
                  participation, if later.

MID-YEAR          For terminations occurring during the year, no bonus amount
TERMINATIONS/     will be payable unless specifically approved by the Corporate
ENTRANTS:         Incentive Committee. In this case, any award will be based on
--------          the actual number of days up to the time the employee
                  terminated participation in the Plan. New entrant calculations
                  will be based on their base salary at the time of their
                  participation in the Plan and their actual number of days as a
                  plan participant.

OTHER             In the case of a job change which occurs during the year, the
MID-YEAR          target percentage will be applied to the plan salary for the
CHANGES:          period of time the employee participated in the plan for each
-------           job.

                  In the case of an acquisition, the original approved ROTC and
                  Sales targets may be adjusted by the amount of the acquired
                  company's budgeted ROTC and Sales amounts as determined by the
                  Corporate Incentive Committee. This adjustment, if any, will
                  only include amounts for that part of the year which follows
                  the acquisition.

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                  As a result, the acquired company's budget and actual
                  performance, for that part of the year following the
                  transaction, would be included in determining both threshold
                  performance and actual ROTC and Sales performance. Acquisition
                  related activity would also be considered in determining
                  individual performance.

                  In the case of a divestiture or sale of a business, the
                  Corporate Incentive Committee will determine if any awards
                  will be paid. If they are, the award calculation will be based
                  on the pro-rated attainment of budgeted ROTC and Sales
                  objectives for the ROTC and Sales bases components
                  respectively, and the actual achievement of individual
                  objectives. All of the preceding components will also be
                  pro-rated based on the actual number of days of plan
                  participation. Any gain or loss on the divestiture or sale
                  itself will not be included in the divisional calculations.

SPECIFIC
AWARD:            Your Award Target is (Awardtrgt) % of your base salary when
-----             you entered the 2006 plan on (plandate).

                  Your target award is allocated(divrotc) % based on
                  Blumenthal/Lansing ROTC; (sales) % based on the net Sales of
                  Blumenthal/Lansing and (objectv) % based on your individual
                  objectives. The budgeted ROTC for Blumenthal/Lansing is
                  (budgtrotc)%, and the sales target is $(salestrgt)

DEFINITIONS:      ROTC is Earnings divided by Average Capital where Earnings
-----------       equals Income from continuing operations plus Interest Expense
                  less any tax benefit; Average Capital equals the Beginning Net
                  Assets plus Ending Net Assets divided by two. In this formula,
                  Net Assets equals Total Assets minus Current Liabilities plus
                  Current Maturities of Long-Term Debt.

CORPORATE
INCENTIVE
COMMITTEE:        The Committee is composed of the Board of Directors.
---------

FINAL             All awards are subject to the approval of the Compensation
APPROVAL:         Committee of the Board of Directors. The Board retains the
--------          right to change any award as it deems appropriate. This
                  includes the ability to eliminate an award in its entirety.

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<PAGE>

ACCEPTANCE:       I have been furnished with a copy of this document describing
----------        the 2006 Management Incentive Plan. I further acknowledge that
                  the individual component is based on my attainment of
                  individual objectives which I have participated in developing
                  and agree to.


                  ---------------------------------      -----------------------
                              Signature                           Date

                  Please sign and date this page only (the rest of the document
                  is for your records) and return it to Ed Cooke.


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