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MANAGEMENT INCENTIVE PLAN (MIP)                                    EXHIBIT 10.46
FISCAL YEAR 2005



INTRODUCTION

The Management Incentive Plan ("MIP") is a discretionary bonus plan designed to
effectively link a portion of cash compensation to both Company and individual
performance results. It specifically applies to those employees assigned to the
Vice President job level or those in the Director job level who are specifically
approved for participation in the MIP. Participants have an opportunity to earn
semi-annual awards based on both the company's performance and their personal
performance during a given semi-annual period (the "Performance Period"). This
document describes the administrative rules governing MIP awards.

INCENTIVE FREQUENCY

Awards under the MIP are calculated and distributed on a semi-annual basis
following conclusion of the Company's second and fourth fiscal quarters. To
permit administrative calculations, payments will generally be distributed to
Participants within 60 calendar days following the end of each Performance
Period.

ELIGIBILITY

You are considered an eligible "Participant" for a particular Performance Period
provided you meet all of the following criteria:

     1.   You must be assigned to "regular" employment status with the Company
          (e.g., non-temporary; non-contractor) and be assigned a "standard
          hours" value in the Company's HRMS/Payroll system of 20 or more hours
          per week; and

     2.   You must be employed on or before the first business day of a
          semi-annual performance period in order to fully participate for that
          period. If your employment start date occurs after the first business
          day of a semi-annual period but on or before the first business day of
          the second fiscal quarter within the current semi-annual period, you
          will be eligible to participate on a pro-rated basis such that only
          your earnings for the second half of the semi-annual period will be
          used for incentive calculation purposes; and

     3.   You must be employed on the date of incentive award payment or, if
          involuntarily terminated due to job elimination before this date, be
          employed through the last business day of the relevant Performance
          Period; and

     4.   You must have actively performed work duties during some portion of
          the Performance Period; and

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     5.   You must not be eligible to participate in any other Company-sponsored
          incentive or commission plan, except as approved by the CEO; and

     6.   You must be assigned a Summary Performance Rating of "Achieved
          Expectations," "Exceeds Expectations" or "Exceptional" for the
          relevant Performance Period. This rating must be documented as part of
          a completed evaluation form submitted to Human Resources.

DEFINITIONS

The "Plan Year" is the company's fiscal year. The first two fiscal quarters
combined represent the first semi-annual Performance Period, while the third and
fourth fiscal quarters combined represent the second semi-annual Performance
Period.

"Company Performance" is defined as the extent to which the Company attains
established "Incentive Plan Goals" which include sequential period net revenue
growth and net income goals established by the Administrative Committee at the
beginning of the fiscal year. Revenues and expenses associated with business
acquisitions and divestitures that occur during the Plan Year may be excluded
from the results used to calculate incentive awards. The Administrative
Committee will determine, in its sole discretion, what constitutes a business
acquisition or divestiture for these purposes.

The "Incentive Pool" is the amount of money available for payout in conjunction
with a given Performance Period and is determined by the Administrative
Committee based upon the extent to which semi-annual and year-to-date Incentive
Plan Goals are achieved. In general, if semi-annual net revenue growth fails to
equal at least 80% of the net revenue growth goal or if funding the MIP pool
will cause the Company to fail to achieve its net income goal, no payout will
occur.

Each Participant is assigned an "Incentive Payout Range" which represents
his/her minimum and maximum incentive payout potential as a percentage of
"Incentive Compensation" for each Performance Period and is determined by
his/her assigned Job Level at the end of the relevant Performance Period as
follows:

      CORPORATE TITLE GROUPING                    INCENTIVE PAYOUT RANGE
      ------------------------                    ----------------------

           Vice President                              Zero to 100%


"Incentive Compensation" for exempt (salaried) Participants will be equal to
each Participant's annual base salary at the time of incentive computation
divided by two with a prorata adjustment based upon standard hours as recorded
on the HR/Payroll system applying to part-time exempt Participants and those not
employed on the first business day of the Performance Period who are employed on
or before the first business day of the second fiscal quarter contained within
the Performance Period.


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Participants who experience a leave of absence during the performance period
will generally be based on aggregate wages including regular, paid-time-off and
holiday pay for the relevant Performance Period. Wages related to relocation,
bonuses, incentives, commissions, or disability payments are not included. Under
all circumstances, a Participant must actually work at least one day of a
Performance Period in order to be eligible for an award.

A "Performance Factor" is a value tied to a Participant's Summary Performance
Rating intended to link Award Percentages with individual performance.

An "Award Percentage" is the specific incentive payout percentage granted to a
Participant. Award Percentages must fall within a Participant's assigned
Incentive Payout Range. The CEO must approve any exception.

An "Initial Payout Award" is the initial incentive bonus award determined
mathematically through a specified calculation. A Participant's Initial Payout
Award may vary significantly from his/her "Final Payout Award" which represents
the actual amount paid.

An "Adjustment Factor" is a value, generally less than 1.0, applied to adjust
all Initial Payout Awards similarly so that in total they do not exceed the
Incentive Pool. It is calculated as follows:

   Adjustment Factor = Incentive Pool divided by total Initial Payout Awards

FINAL MIP AWARD DETERMINATION

MIP awards are determined by each Participant's supervisor by evaluating a
number of contributing factors, including subjective discretion, as follows:

     1.   The Incentive Pool is determined based upon the extent to which the
          Company achieves established net revenue and net income performance
          goals for the relevant Performance Period and on a year-to-date basis.

     2.   The performance of each Participant is assessed through the assignment
          of a Summary Performance Rating as part of the semi-annual performance
          review process. No bonus will be paid to Participants assigned an
          "Improvement Needed" or "Unsatisfactory" summary rating. Summary
          Performance Ratings drive the assignment of specific Performance
          Factors as follows:

          Summary Performance Rating                  Performance Factor
          --------------------------                  ------------------

          Exceptional                                 2.0
          Exceeds Expectations                        1.25
          Achieved Expectations                       1.0
          Improvement Needed                          Zero
          Unacceptable                                Zero


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     3.   An Initial Payout Award is calculated for each Participant as follows:

          Initial Award Percentage = A x B x C x D x E; where

          A = Performance Factor (tied to Summary Performance Rating)
          B = Midpoint of a Participant's Incentive Payout Range (tied to job
              level)
          C = Incentive Compensation (for the relevant period)
          D = Adjustment Factor (if applicable)
          E = Prorata value to reflect part-time exempt status or partial period
              participation

     4.   A Participant's Final Payout Award is the actual incentive bonus
          amount paid. Final Payout Awards are determined by each Participant's
          supervisor by considering the Initial Payout Award (and contributing
          factors) as well as other discretionary factors designed to ensure
          Final Payout Awards optimally reflect employee contribution.

ADMINISTRATION

The Plan will be administered by the VP, Human Resources of the Company or
his/her assignee. The VP, Human Resources has the authority to interpret the
provisions of the Plan and to make any rules and regulations necessary to
administer the Plan. His/her decision is final in all matters of judgment
pertaining to the Plan, and he/she may, without notice, amend, suspend or revoke
the Plan.

All awards under the Plan are at the sole discretion of management which
reserves the right to modify or eliminate any award, based on a review of
pertinent factors, with or without notice to a Participant.