RONCO CORPORATION

                            2005 STOCK INCENTIVE PLAN

1.    Purpose. The purpose of the RONCO Corporation 2005 Stock Incentive Plan
(the "Plan") is to provide a means through which the Company and its
Subsidiaries and Affiliates may attract able persons to enter and remain in the
employ of the Company and its Subsidiaries and Affiliates and to provide a means
whereby eligible persons can acquire and maintain Common Stock ownership, or be
paid incentive compensation measured by reference to the value of Common Stock,
thereby strengthening their commitment to the welfare of the Company and its
Subsidiaries and Affiliates and promoting an identity of interest between
stockholders and these eligible persons.

      So that the appropriate incentive can be provided, the Plan provides for
granting Incentive Stock Options, Nonqualified Stock Options, Restricted Stock
Awards and Stock Bonuses, or any combination of the foregoing. Capitalized terms
not defined in the text are defined in Section 23.

2.    Shares Subject to The Plan. Subject to Section 18, the total number of
Shares reserved and available for grant and issuance pursuant to this Plan will
be 79,561 Shares plus Shares that are subject to: (a) issuance upon exercise of
an Option but cease to be subject to such Option for any reason other than
exercise of such Option; (b) an Award granted hereunder but are forfeited or are
repurchased by the Company at the original issue price; and (c) an Award that
otherwise terminates without Shares being issued. At all times the Company shall
reserve and keep available a sufficient number of Shares as shall be required to
satisfy the requirements of all outstanding Options granted under this Plan and
all other outstanding but unvested Awards granted under this Plan.

3.    Eligibility. ISOs (as defined in Section 5 below) may be granted only to
employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. All other Awards may be
granted to employees, officers, directors, consultants, independent contractors
and advisors of the Company or any Parent, Affiliate or Subsidiary of the
Company; provided such consultants, contractors and advisors render bona fide
services not in connection with the offer and sale of securities in a
capital-raising transaction.

4.    Administration.

      4.1 Committee Authority. This Plan will be administered by the Committee.
Subject to the general purposes, terms and conditions of this Plan, and to the
direction of the Board, the Committee will have full power to implement and
carry out this Plan. Without limitation, the Committee will have the authority
to:

      a.       select persons to receive Awards;

<PAGE>

      b.       determine the nature, extent, form and terms of Awards and the
               number of Shares or other consideration subject to Awards;

      c.       determine the vesting, exercisability and payment of Awards;

      d.       correct any defect, supply any omission or reconcile any
               inconsistency in this Plan, any Award or any Award Agreement;

      e.       determine whether Awards will be granted singly, in
               combination with, in tandem with, in replacement of, or as
               alternatives to, other Awards under this Plan or any other
               incentive or compensation plan of the Company or any Parent or
               Subsidiary of the Company;

      f.       prescribe, amend and rescind rules and regulations relating to
               this Plan or any Award;

      g.       construe and interpret this Plan, any Award Agreement and any
               other agreement or document executed pursuant to this Plan;

      h.       grant waivers of Plan or Award conditions;

      i.       determine whether an Award has been earned; and

      j.       make all other determinations necessary or advisable for the
               administration of this Plan.

      The Committee shall have the authority, subject to the provisions of the
Plan, to establish, adopt, or revise such rules and regulations and to make all
such determinations relating to the Plan as it may deem necessary or advisable
for the administration of the Plan. The Committee's interpretation of the Plan
or any documents evidencing Awards granted pursuant thereto and all decisions
and determinations by the Committee with respect to the Plan shall be final,
binding, and conclusive on all parties unless otherwise determined by the Board.

      4.2 Committee Discretion. Any determination made by the Committee with
respect to any Award will be made in its sole discretion at the time of grant of
the Award or, unless in contravention of any express term of this Plan or Award,
at any later time, and such determination will be final and binding on the
Company and on all persons having an interest in any Award under this Plan.

5.    Options. The Committee may grant Options to eligible persons and will
determine: whether such Options will be intended to be Incentive Stock Options
within the meaning of the Code ("ISO") or Nonqualified Stock Options ("NQSOs"),
the number of Shares subject to the Option, the Exercise Price of the Option,
the period during which the Option may be exercised, and all other terms and
conditions of the Option, subject to the following:

                                       2
<PAGE>

      5.1 Form of Option Grant. Each Option granted under this Plan will be
evidenced by an Award Agreement ("Stock Option Agreement"), which will expressly
identify the Option as an ISO or a NQSO, and will be in such form and contain
such provisions (which need not be the same for each Participant) as the
Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.

      5.2 Exercise Period. Options may be exercisable within the times or upon
the events determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that no Option will be
exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no ISO granted to a person who directly or by
attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any Parent or Subsidiary of the
Company ("Ten Percent Stockholder") will be exercisable after the expiration of
five (5) years from the date the ISO is granted. The Committee also may provide
for Options to become exercisable at one time or from time to time, periodically
or otherwise, in such number of Shares or percentage of Shares as the Committee
determines.

      5.3 Exercise Price. The Exercise Price of an Option will be determined by
the Committee when the Option is granted; provided that: (i) the Exercise Price
of an ISO will be not less than 100% of the Fair Market Value of the Shares on
the date of grant; and (ii) the Exercise Price of any ISO granted to a Ten
Percent Stockholder will not be less than 110% of the Fair Market Value of the
Shares on the date of grant. Payment for the Shares purchased may be made in
accordance with Section 8 of this Plan.

      5.4 Date of Grant. The date of grant of an Option will be the date on
which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

      5.5 Method of Exercise. Options may be exercised only by delivery to the
Company of a written stock option exercise agreement (the "Exercise Agreement")
in a form approved by the Committee (which need not be the same for each
Participant), stating the number of Shares being purchased, the restrictions
imposed on the Shares purchased under such Exercise Agreement, if any, and such
representations and agreements regarding Participant's investment intent and
access to information and other matters, if any, as may be required or desirable
by the Company to comply with applicable securities laws, together with payment
in full of the Exercise Price for the number of Shares being purchased.

      5.6 Termination. Notwithstanding the exercise periods set forth in the
Stock Option Agreement, exercise of an Option will always be subject to the
following:

                                       3
<PAGE>

      a.       If the Participant is Terminated for any reason except death
               or Disability, then the Participant may exercise such
               Participant's Options only to the extent that such Options
               would have been exercisable upon the Termination Date no later
               than three (3) months after the Termination Date, or such
               shorter or longer time period as may be determined by the
               Committee, but in any event no later than the expiration date
               of the Options, with any exercise beyond three (3) months
               after the Termination Date deemed to be a NQSO.

      b.       If the Participant is Terminated because of Participant's
               death or Disability (or the Participant dies within three (3)
               months after a Termination other than for Cause or because of
               Participant's Disability), then Participant's Options may be
               exercised only to the extent that such Options would have been
               exercisable by Participant on the Termination Date and must be
               exercised by Participant (or Participant's legal
               representative or authorized assignee) no later than twelve
               (12) months after the Termination Date, or such shorter or
               longer time period as may be determined by the Committee, with
               any such exercise beyond (a) three (3) months after the
               Termination Date when the Termination is for any reason other
               than the Participant's death or Disability, or (b) twelve (12)
               months after the Termination Date when the Termination is for
               Participant's death or Disability, deemed to be a NQSO, but in
               any event no later than the expiration date of the Options.

      c.       Notwithstanding the provisions in paragraph 5.6(a) above, if a
               Participant is terminated for Cause, neither the Participant,
               the Participant's estate nor such other person who may then
               hold the Option shall be entitled to exercise any Option with
               respect to any Shares whatsoever, after termination of
               service, whether or not after termination of service the
               Participant may receive payment from the Company or Subsidiary
               for vacation pay, for services rendered prior to termination,
               for services rendered for the day on which termination occurs,
               for salary in lieu of notice, or for any other benefits. In
               making such determination, the Board shall give the
               Participant an opportunity to present to the Board evidence on
               his behalf. For the purpose of this paragraph, termination of
               service shall be deemed to occur on the date when the Company
               dispatches notice or advice to the Participant that his
               service is terminated.

      5.7 Limitations on ISO. The aggregate Fair Market Value (determined as of
the date of grant) of Shares with respect to which ISOs are exercisable for the
first time by a Participant during any calendar year (under this Plan or under
any other incentive stock option plan of the Company, Parent or Subsidiary of
the Company) will not exceed $100,000. If the Fair Market Value of Shares on the
date of grant with respect to which ISOs are exercisable for the first time by a
Participant during any calendar year exceeds $100,000, then the Options for the
first $100,000 worth of Shares to become exercisable in such calendar year will
be ISOs and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will

                                       4
<PAGE>

be NQSOs. In the event that the Code or the regulations promulgated thereunder
are amended after the Effective Date of this Plan to provide for a different
limit on the Fair Market Value of Shares permitted to be subject to ISO, such
different limit will be automatically incorporated herein and will apply to any
Options granted after the effective date of such amendment.

      5.8 Modification, Extension or Renewal. The Committee may modify, extend
or renew outstanding Options and authorize the grant of new Options in
substitution therefore, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them.

      5.9 Limitations on Exercise. The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent Participant from exercising
the Option for the full number of Shares for which it is then exercisable.

6.    Stock Bonuses.

      6.1 Awards of Stock Bonuses. A Stock Bonus is an award of Shares (which
may consist of Restricted Stock) for services rendered to the Company or any
Parent or Subsidiary of the Company. A Stock Bonus may be awarded for past
services already rendered to the Company, or any Parent or Subsidiary of the
Company pursuant to an Award Agreement (the "Stock Bonus Agreement") that will
be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and be subject to
the terms and conditions of this Plan. A Stock Bonus may also be awarded upon
satisfaction of such performance goals as are set out in advance in a
Participant's individual Award Agreement (the "Performance Stock Bonus
Agreement") that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan. Stock Bonuses may
vary from Participant to Participant and between groups of Participants, and may
be based upon the achievement of the Company, Parent, Subsidiary and/or
individual performance factors or upon such other criteria as the Committee may
determine.

      6.2 Terms of Stock Bonuses. The Committee will determine the number of
Shares to be awarded to the Participant. If the Stock Bonus is being earned upon
the satisfaction of performance goals pursuant to a Performance Stock Bonus
Agreement, then the Committee will: (a) determine the nature, length and
starting date of any Performance Period for each Stock Bonus; (b) select from
among the Performance Factors to be used to measure the performance, if any; and
(c) determine the number of Shares that may be awarded to the Participant. Prior
to the payment of any Stock Bonus, the Committee shall determine the extent to
which such Stock Bonuses have been earned. Performance Periods may overlap and
Participants may participate

                                       5
<PAGE>

simultaneously with respect to Stock Bonuses that are subject to different
Performance Periods and different performance goals and other criteria. The
number of Shares may be fixed or may vary in accordance with such performance
goals and criteria as may be determined by the Committee. The Committee may
adjust the performance goals applicable to the Stock Bonuses to take into
account changes in law and accounting or tax rules and to make such adjustments
as the Committee deems necessary or appropriate to reflect the impact of
extraordinary or unusual items, events or circumstances to avoid windfalls or
hardships.

      6.3 Form of Payment. The earned portion of a Stock Bonus may be paid
currently or on a deferred basis with such interest or dividend equivalent, if
any, as the Committee may determine. Payment may be made in the form of cash or
whole Shares or a combination thereof, either in a lump sum payment or in
installments, all as the Committee will determine.

7.    Payment For Share Purchases.

      7.1 Payment. Payment for Shares purchased pursuant to this Plan may be
made in cash (by check) or, where expressly approved for the Participant by the
Committee and where permitted by law:

      a.       by cancellation of indebtedness of the Company to the
               Participant;

      b.       by surrender of shares that either: (1) have been owned by
               Participant for more than six (6) months and have been paid
               for within the meaning of SEC Rule 144 (and, if such shares
               were purchased from the Company by use of a promissory note,
               such note has been fully paid with respect to such shares); or
               (2) were obtained by Participant in the public market;

      c.       by waiver of compensation due or accrued to the Participant
               for services rendered;

      d.       with respect only to purchases upon exercise of an Option, and
               provided that a public market for the Company's stock exists:

               (1)      through a "same day sale" commitment from the
                        Participant and a broker-dealer that is a member of
                        the National Association of Securities Dealers (an
                        "NASD Dealer") whereby the Participant irrevocably
                        elects to exercise the Option and to sell a portion
                        of the Shares so purchased to pay for the Exercise
                        Price, and whereby the NASD Dealer irrevocably
                        commits upon receipt of such Shares to forward the
                        Exercise Price directly to the Company; or

               (2)      through a "margin" commitment from the Participant
                        and a NASD Dealer whereby the Participant irrevocably
                        elects to exercise the Option and to

                                       6
<PAGE>

                        pledge the Shares so purchased to the NASD Dealer in
                        a margin account as security for a loan from the NASD
                        Dealer in the amount of the Exercise Price, and
                        whereby the NASD Dealer irrevocably commits upon
                        receipt of such Shares to forward the Exercise Price
                        directly to the Company; or

      e.       by such other method as the Committee deems appropriate in its
               sole discretion.

8.    Withholding Taxes.

      8.1 Withholding Generally. Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.

      8.2 Stock Withholding. When, under applicable tax laws, a Participant
incurs tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Committee may in its sole
discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined. All elections by a Participant to have Shares
withheld for this purpose will be made in accordance with the requirements
established by the Committee and be in writing in a form acceptable to the
Committee.

9.    Privileges of Stock Ownership. No Participant will have any of the rights
of a stockholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, further, that the Participant will have no right to
retain such stock dividends or stock distributions with respect to Shares that
are repurchased at the Participant's Purchase Price or Exercise Price pursuant
to Section 12.

10.   Transferability. Awards granted under this Plan, and any interest therein,
will not be transferable or assignable by Participant, and may not be made
subject to execution, attachment or similar process, otherwise than by will or
by the laws of descent and distribution or as determined by the Committee and
set forth in the Award Agreement with respect to Awards that

                                       7
<PAGE>

are not ISOs. During the lifetime of the Participant an Award will be
exercisable only by the Participant, and any elections with respect to an Award
may be made only by the Participant unless otherwise determined by the Committee
and set forth in the Award Agreement with respect to Awards that are not ISOs.

11.   Restrictions on Shares. At the discretion of the Committee, the Company
may reserve to itself and/or its assignee(s) in the Award Agreement a right to
repurchase a portion of or all Unvested Shares held by a Participant following
such Participant's Termination at any time within ninety (90) days after the
later of Participant's Termination Date and the date Participant purchases
Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the case
may be.

12.   Certificates. All certificates for Shares or other securities delivered
under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.

13.   Escrow; Pledge of Shares. To enforce any restrictions on a Participant's
Shares, the Committee may require the Participant to deposit all certificates
representing Shares, together with stock powers or other instruments of transfer
approved by the Committee, appropriately endorsed in blank, with the Company or
an agent designated by the Company to hold in escrow until such restrictions
have lapsed or terminated, and the Committee may cause a legend or legends
referencing such restrictions to be placed on the certificates.

14.   Exchange And Buyout of Awards. The Committee may, at any time or from time
to time, authorize the Company, with the consent of the respective Participants,
to issue new Awards in exchange for the surrender and cancellation of any or all
outstanding Awards. The Committee may at any time buy from a Participant an
Award previously granted with payment in cash, Shares (including Restricted
Stock) or other consideration, based on such terms and conditions as the
Committee and the Participant may agree.

15.   Securities Law And Other Regulatory Compliance. An Award will not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and/or (b) completion of any registration or other qualification
of such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the

                                       8
<PAGE>

registration, qualification or listing requirements of any state securities
laws, stock exchange or automated quotation system, and the Company will have no
liability for any inability or failure to do so.

16.   No Obligation to Employ. Nothing in this Plan or any Award granted under
this Plan will confer or be deemed to confer on any Participant any right to
continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

17.   Corporate Transactions.

      17.1 Assumption or Replacement of Awards by Successor. In the event of (a)
a dissolution or liquidation of the Company, (b) a merger or consolidation in
which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares of the Company by tender offer or
similar transaction, any or all outstanding Awards may be assumed, converted or
replaced by the successor corporation (if any), which assumption, conversion or
replacement will be binding on all Participants. In the alternative, the
successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant. In the event such
successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 17.1,
such Awards will expire on such transaction at such time and on such conditions
as the Committee will determine. Notwithstanding anything in this Plan to the
contrary, the Committee may, in its sole discretion, provide that the vesting of
any or all Awards granted pursuant to this Plan will accelerate upon a
transaction described in this Section 17 or otherwise. If the Committee
exercises such discretion with respect to Options, such Options will become
exercisable in full prior to the consummation of such event at such time and on
such conditions as the Committee determines, and if such Options are not
exercised prior to the consummation of the corporate transaction, they shall
terminate at such time as determined by the Committee.

                                       9
<PAGE>

      17.2 Other Treatment of Awards. Subject to any greater rights granted to
Participants under the foregoing provisions of this Section 17, in the event of
the occurrence of any transaction described in Section 17.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.

      17.3 Assumption of Awards by the Company. The Company, from time to time,
also may substitute or assume outstanding awards granted by another company,
whether in connection with an acquisition of such other company or otherwise, by
either; (a) granting an Award under this Plan in substitution of such other
company's award; or (b) assuming such award as if it had been granted under this
Plan if the terms of such assumed award could be applied to an Award granted
under this Plan. Such substitution or assumption will be permissible if the
holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

      17.4 Adjustment of Shares. In the event that the number of outstanding
shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the number of
Shares reserved for issuance under this Plan, (b) the Exercise Prices of and
number of Shares subject to outstanding Options, and (c) the number of Shares
subject to other outstanding Awards will be proportionately adjusted, subject to
any required action by the Board or the stockholders of the Company and
compliance with applicable securities laws; provided, however, that fractions of
a Share will not be issued but will either be replaced by a cash payment equal
to the Fair Market Value of such fraction of a Share or will be rounded up to
the nearest whole Share, as determined by the Committee.

18.   Term of Plan. Unless earlier terminated as provided herein, this Plan will
terminate ten (10) years from the date this Plan is adopted by the Board.

19.   Amendment or Termination of Plan. The Board may at any time terminate or
amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan;
provided, however, that the Board will not, without the approval of the
stockholders of the Company, amend this Plan in any manner that requires such
stockholder approval.

20.   General.

      20.1 Additional Provisions of an Award. Awards under the Plan also may be
subject to such other provisions (whether or not applicable to the benefit
awarded to any other Participant)

                                       10
<PAGE>

as the Committee determines appropriate including, without limitation,
provisions for the forfeiture of or restrictions on resale or other disposition
of shares of Stock acquired under any Award, provisions giving the Company the
right to repurchase shares of Stock acquired under any Award in the event the
Participant elects to dispose of such shares, and provisions to comply with
Federal and state securities laws and Federal and state tax withholding
requirements. Any such provisions shall be reflected in the applicable Award
agreement.

      20.2 Claim to Awards and Employment Rights. No employee or other person
shall have any claim or right to be granted an Award under the Plan or, having
been selected for the grant of an Award, to be selected for a grant of any other
Award. Neither the Plan nor any action taken hereunder shall be construed as
giving any Participant any right to be retained in the employ or service of the
Company, a Parent, Subsidiary or an Affiliate.

      20.3 Payments to Persons Other Than Participants. If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim
therefore has been made by a duly appointed legal representative) may, if the
Committee so directs the Company, be paid to his spouse, child, relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Committee and the Company therefore.

      20.4 No Liability of Committee Members. No member of the Committee shall
be personally liable by reason of any contract or other instrument executed by
such member or on his behalf in his capacity as a member of the Committee nor
for any mistake of judgment made in good faith, and the Company shall indemnify
and hold harmless each member of the Committee and each other employee, officer
or director of the Company to whom any duty or power relating to the
administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim) arising out of any act or omission to act in
connection with the Plan unless arising out of such person's own fraud or
willful bad faith; provided, however, that approval of the Board shall be
required for the payment of any amount in settlement of a claim against any such
person. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or By-Laws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

      20.5 Governing law. The Plan and all agreements hereunder shall be
governed by and construed in accordance with the internal laws of the State of
Delaware without regard to the principles of conflicts of law thereof.

      20.6 Funding. No provision of the Plan shall require the Company, for the
purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other

                                       11
<PAGE>

entity to which contributions are made or otherwise to segregate any assets, nor
shall the Company maintain separate bank accounts, books, records or other
evidence of the existence of a segregated or separately maintained or
administered fund for such purposes. Participants shall have no rights under the
Plan other than as unsecured general creditors of the Company, except that
insofar as they may have become entitled to payment of additional compensation
by performance of services, they shall have the same rights as other employees
under general law.

      20.7 Reliance on Reports. Each member of the Committee and each member of
the Board shall be fully justified in relying, acting or failing to act, and
shall not be liable for having so relied, acted or failed to act in good faith,
upon any report made by the independent public accountant of the Company and its
Parent, Subsidiaries and Affiliates and upon any other information furnished in
connection with the Plan by any person or persons other than himself.

      20.8 Relationship to Other Benefits. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company or any
Parent or Subsidiary except as otherwise specifically provided in such other
plan.

      20.9 Expenses. The expenses of administering the Plan shall be borne by
the Company and its Parent, Subsidiaries and Affiliates.

      20.10 Pronouns. Masculine pronouns and other words of masculine gender
shall refer to both men and women.

      20.11 Titles and Headings. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings shall control.

      20.12 Termination of Employment. For all purposes herein, a person who
transfers from employment or service with the Company to employment or service
with a Subsidiary or Affiliate or vice versa shall not be deemed to have
terminated employment or service with the Company, a Parent, Subsidiary or
Affiliate.

      20.13 Nonexclusivity of The Plan. Neither the adoption of this Plan by the
Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such incentive arrangements as it
may deem desirable, including, without limitation, the granting of stock options
and bonuses otherwise than under this Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.


                                       12
<PAGE>



21.   Definitions. As used in this Plan, the following terms will have the
      following meanings:

      "Affiliate" means any affiliate of the Company within the meaning of 17
       CFR 230.405.

      "Award" means any award under this Plan, including any Option or Stock
      Bonus.

      "Award Agreement" means, with respect to each Award, the signed
      written agreement between the Company and the Participant setting
      forth the terms and conditions of the Award.

      "Board" means the Board of Directors of the Company.

      "Cause" means the Company, a Subsidiary or Affiliate having cause to
      terminate a Participant's employment or service under any existing
      employment, consulting or any other agreement between the
      Participant and the Company or a Subsidiary or Affiliate or, in the
      absence of such an employment, consulting or other agreement, upon
      (i) the determination by the Committee that the Participant has
      ceased to perform his duties to the Company, a Subsidiary or
      Affiliate (other than as a result of his incapacity due to physical
      or mental illness or injury), which failure amounts to an
      intentional and extended neglect of his duties to such party, (ii)
      the Committee's determination that the Participant has engaged or is
      about to engage in conduct materially injurious to the Company, a
      Subsidiary or Affiliate or (iii) the Participant having been
      convicted of a felony.

      "Code" means the Internal Revenue Code of 1986, as amended.
      Reference in the Plan to any section of the Code shall be deemed to
      include any amendments or successor provisions to such section and
      any regulations under such section.

      "Committee" means the Compensation Committee or such other committee
      appointed by the Board consisting of two or more Outside Directors,
      or in the absence of any such committee, the full Board of Directors
      of the Company.

      "Company" means RONCO Corporation or any successor corporation.

      "Disability" means a disability, whether temporary or permanent,
      partial or total, as determined by the Committee.

      "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

      "Exercise Price" means the price at which a holder of an Option may
      purchase the Shares issuable upon exercise of the Option.

      "Fair Market Value" means, as of any date, the value of a share of
      the Company's Common Stock determined as follows:


                                       13
<PAGE>


         a        if such Common Stock is then quoted on the NASDAQ National
                  Market, its closing price on the NASDAQ National Market on the
                  date of determination as reported in The Wall Street Journal;

         b        if such Common Stock is publicly traded and is then listed on
                  a national securities exchange, its closing price on the date
                  of determination on the principal national securities exchange
                  on which the Common Stock is listed or admitted to trading as
                  reported in The Wall Street Journal;

         c        if such Common Stock is publicly traded but is not quoted on
                  the NASDAQ National Market nor listed or admitted to trading
                  on a national securities exchange, the average of the closing
                  bid and asked prices on the date of determination as reported
                  in The Wall Street Journal;

         d        if none of the foregoing is applicable, by the Committee in
                  good faith.

      "Insider" means an officer or director of the Company or any other
      person whose transactions in the Company's Common Stock are subject
      to Section 16 of the Exchange Act.

      "Option" means an award of an option to purchase Shares pursuant to
      Section 5.

      "Outside Director" means a person who is (i) a "nonemployee
      director" within the meaning of Rule 16b-3 under the Exchange Act,
      or any successor rule or regulation and (ii) an "outside director"
      within the meaning of Section 162(m) of the Code.

      "Parent" means any corporation (other than the Company) in an
      unbroken chain of corporations ending with the Company if each of
      such corporations other than the Company owns stock possessing 50%
      or more of the total combined voting power of all classes of stock
      in one of the other corporations in such chain.

      "Participant" means a person who receives an Award under this Plan.

      "Performance Factors" means the factors selected by the Committee
      from among the following measures to determine whether the
      performance goals established by the Committee and applicable to
      Awards have been satisfied:


                                       14
<PAGE>

         a        Net revenue and/or net revenue growth;

         b        Earnings before income taxes and amortization and/or earnings
                  before income taxes and amortization growth;

         c        Operating income and/or operating income growth;

         d        Net income and/or net income growth;

         e        Earnings per share and/or earnings per share growth;

         f        Total stockholder return and/or total stockholder return
                  growth;

         g        Return on equity;

         h        Operating cash flow return on income;

         i        Adjusted operating cash flow return on income;

         j        Economic value added; and

         k        Individual confidential business objectives.

      "Performance Period" means the period of service determined by the
      Committee, not to exceed five years, during which years of service
      or performance is to be measured for Restricted Stock Awards or
      Stock Bonuses.

      "Plan" means this RONCO Corporation 2005 Stock Incentive Plan, as
      amended from time to time.

      "SEC" means the Securities and Exchange Commission.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Shares" means shares of the Company's Common Stock reserved for
      issuance under this Plan, as adjusted pursuant to Sections 2 and 18,
      and any successor security.

      "Stock Bonus" means an award of Shares, or cash in lieu of Shares,
      pursuant to Section 7.

      "Subsidiary" means any corporation (other than the Company) in an
      unbroken chain of corporations beginning with the Company if each of
      the corporations other than the last corporation in the unbroken
      chain owns stock possessing 50% or more of the total combined voting
      power of all classes of stock in one of the other corporations in
      such chain.

                                       15
<PAGE>

      "Termination" or "Terminated" means, for purposes of this Plan with
      respect to a Participant, that the Participant has for any reason
      ceased to provide services as an employee, officer, director,
      consultant, independent contractor, or advisor to the Company or a
      Parent or Subsidiary of the Company. An employee will not be deemed
      to have ceased to provide services in the case of (i) sick leave,
      (ii) military leave, or (iii) any other leave of absence approved by
      the Committee, provided, that such leave is for a period of not more
      than 90 days, unless reemployment upon the expiration of such leave
      is guaranteed by contract or statute or unless provided otherwise
      pursuant to formal policy adopted from time to time by the Company
      and issued and promulgated to employees in writing. In the case of
      any employee on an approved leave of absence, the Committee may make
      such provisions respecting suspension of vesting of the Award while
      on leave from the employ of the Company or a Parent or Subsidiary as
      it may deem appropriate, except that in no event may an Option be
      exercised after the expiration of the term set forth in the Option
      agreement. The Committee will have sole discretion to determine
      whether a Participant has ceased to provide services and the
      effective date on which the Participant ceased to provide services
      (the "Termination Date").

      "Unvested Shares" means "Unvested Shares" as defined in the Award
      Agreement.

      "Vested Shares" means "Vested Shares" as defined in the Award Agreement.


      As adopted by the Board of Directors of RONCO Corporation as of
      August 12, 2005.












                                       16