Exhibit 10.31
                                                                   -------------

                      2005 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
PAYMENT:              attainment of 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, 2005 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).

                      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
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                           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
TERMINATIONS/         For terminations occurring during the year, no bonus
ENTRANTS:             amount will be payable unless specifically approved by the
--------              Corporate 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 MID-YEAR
CHANGES:              In the case of a job change which occurs during the year,
-------               the target percentage will be applied to the plan salary
                      for the 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.

                      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

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                      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 2005 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.

ACCEPTANCE:           I have been furnished with a copy of this document
                      describing the 2005 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.


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                   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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