**Exhibit 10.23**

 

June 27, 2005

 

 

Mr. Greg Balla

9 Addington Avenue

Ryde, NSW 2112

Australia

 

Dear Greg,

 

It was a pleasure to spend the weekend with you in Hawaii.  I appreciate your candidness and interest inexploring with me the potential opportunity of your becoming a key executivewithin my organization.  Hopefully, youfound our meeting useful and have determined our partnership could bebeneficial to your career and family.

 

Based on our conversation in Honolulu, I would like to offer you theposition of Managing Director of Channell’s Australasia Region.  If you elect to accept this position you willbe in charge of all commercial aspects of running this region except for anindirect reporting structure regarding Finance/IT.  You will report directly to me, President/CEOof Channell and have an indirect relationship with Channell’s Board ofDirectors.  You will be located in ourSydney office but will be responsible for relocating our current facilities toanother manufacturing site by the end of 2006.

 

Channell is offering you a base salary of $275,000 AUD annually.  Achievement of goals and objectives are ofprimary importance to me; therefore, you will be eligible starting in 2006 foran annual bonus of up to 40% of your base salary.  The contribution percentages of this bonusare as follows:

 
| • | Channell global earnings –                                                                            |   | 20     | %      |
|--------|------------------------------------------------------------------------------------------------------------|--------|--------|--------|
|   |                                                                                                       |   |   |   |
| • | Channell Australasia and Bushman’s earnings – (based  on a minimum 18% earnings growth per year) |   | 50     | %      |
|   |                                                                                                       |   |   |   |
| • | Controlling budgetary objective by percentage of  earnings growth year over year–                     |   | 20     | %      |
|   |                                                                                                       |   |   |   |
| • | Personal goals and objectives –                                                                       |   | 10     | %      |

 

In addition, the compensation package includes

 

•                  Superannuationcontribution of 9% annually

 

•                  Automobile– BMW 5 Series (or similar type)

 

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•                  StockOption – 50,000 shares (upon Board approval / 3 year vesting)

 

•                  In2005 a maximum discretionary $10,000 AUD bonus will be available for assistingthe Australasia operation in completing their EPS and bonus plan objectives

 

For your review, I have also requested a Channell Employee Handbook beforwarded to you under separate cover. Additionally, I have attached our standard confidentiality agreement forall Channell executives and you will be required to take a mandatory drug testupon starting your employment at Channell.

 

Overall, I personally hope the above offer is acceptable to you and ifyou elect to accept my offer of employment, I request your start date be July31, 2005.  Furthermore, upon youracceptance, I would like to invite you and your wife to a Board Dinner on Saturdayevening, July 9, 2005 at the Quay restaurant, located in Sydney Harbor.  Also, there will be a Channell/BushmanManagement Meeting at the Four Seasons Hotel on Sunday, July 10 which I wouldappreciate you planning to attend.  Uponacceptance of my offer Jeanne Bond will provide you with the details of thesetwo events.

 

In conclusion, I really hope you and your wife join me in expandingyour career at Channell.  If you acceptmy offer please sign this letter and the enclosed confidentiality agreement andfax these materials to 951.719.2791 by

July 1, 2005.

 
| Sincerely,                  |   | Acceptance: |                |
|-----------------------------|--------|-------------|---------------------|
|                        |   |        |                |
|                        |   |        |                |
| /s/ WILLIAM H. CHANNELL, JR |   |        | /s/ GREG BALLA |   | 6/30/05 |   |
| William H. Channell, Jr.    |   | Greg Balla  | Date                |
| Chief Executive Officer     |   |        |                |
|                             |        |             |                     |  |  |  |

 

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