Exhibit 10.10

BONUS INCENTIVE COMPENSATION PLAN  PART I

SECTION 1.    PURPOSE

The purpose of the Executive Incentive Compensation Plan ("the plan") is to enhance and reinforce the goals of Natrol, Inc. and its subsidiaries (the
"Company") for profitable growth and continuation of a sound overall condition. This will be accomplished by providing key employees with additional financial rewards for attainment of such growth and
stable financial and operating condition. Final approval of the payment of any awards made under the Plan is subject to the discretion of the Board of Directors.

SECTION 2.    DEFINITIONS

SECTION 3.    ELIGIBILITY

Bonuses under the Bonus Plan may be granted to those key employees of the Company, including officers of the Company, whether or not they are directors of the
Company.

SECTION 4.    ADMINISTRATION

The Compensation Committee of the Board of Directors of the Company shall administer the Plan. This Committee shall be comprised of not less than three members as
shall be appointed from time to time by the Board of Directors.

The
committee has full power and authority to select participants from among those eligible, to determine the amount of funds included in the bonus pool upon Board approval of the budget
plan, to determine the amount and timing of individual awards, and to adopt and revise such rules and procedures as it shall deem necessary for the administration of the Plan.

SECTION 5.    PARTICIPATION

Participation in the Plan shall be limited to regular salaried employees of the Company, including officers as recommended by management and approved by the
Committee. In selecting Participants, the Committee shall consider an individual's position and potential impact on the Company's business results and performance. The selection of Participants, and
their respective incentive awards, shall be determined annually by the Committee and communicated to Participants as soon as possible. The

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Committee
selection of participants shall be final, conclusive and binding on all parties with no right of court, jury or other review.

SECTION 6.    AWARDS COMPUTATIONGENERAL

The Committee should establish the performance criteria for the award of the Incentive Bonus Compensation (criteria) at the beginning of each calendar year.

The
Committee should establish the performance criteria for the award of the Incentive Bonus Compensation (criteria) at the beginning of each year.

It is expected that during any bonus plan year, there could be unusual and/or non-recurring significant revenue or expenses that the Committee believes should be
considered for exclusion for determination of bonus compensation. The Committee will evaluate these occurrences and decide whether the resulting effect on earnings will be excluded or included from
the Company's results of operations ("qualifying earnings").

Plan participants will be given timely notice of any such material changes or events that alter the "qualifying earnings".

SECTION 7.    PAYMENT OF AWARDS





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SECTION 8.    DISSOLUTION OR MERGER

If the Company should be liquidated and/or dissolved, or if the Company should become a party to a merger or consolidation in which it is not the surviving
corporation, the value of the bonus fund shall be determined in accordance with paragraph 7.2 and on the date of such dissolution or merger.

SECTION 9.    AMENDMENT OR TERMINATION

The Board of Directors of the Company or the Compensation Committee of the Board of Directors, if and to the extent authorized, in absolute discretion of the body
so acting and without notice, may at any time amend or terminate the Plan, provided that no such amendment or termination shall adversely affect the rights of any participation under any award
previously granted.

SECTION 10.    OTHER CONDITIONS

SECTION 11.    EFFECTIVE DATE

The effective date of this Plan shall be January 1, 2004 as adopted by the Board of Directors of the Company.

PART II. OPERATING RULES

SECTION 1.    GENERAL

The following Incentive Compensation Plan Operating Rules will be in effect during January 1, 2004-December 31, 2004. These operating rules are
subject to change by the Committee before the start of the Plan Year, with the approval of the Board of Directors. It is anticipated that the rules will be revised only when significant changes occur,
or other pertinent factors affect the operation of the Plan. Changes from year to year will be minimized in order to maintain the basic continuity of the Plan.

SECTION 2.    PLAN PARTICIPANTS

Plan Attachment II.1lists the current Plan Year Participant names, titles, organizational and/or
responsibilities. Plan Participants are selected prior to the start of the Plan Year. New participants may

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be
added at a later date, e.g., newly hired employee, PROVIDED they meet qualifying criteria guidelines (Job Grades) and will be subject to a pro-rated percent of award, should criteria be
met.

SECTION 3.    INCENTIVE FORMULAS

Instructions for calculating the bonus pool are included inAttachment II.2.Attachment
II.3includes the formulas for calculating the individual incentive compensation awards. The attachments include additional definitions of terms and descriptions of the
calculations.

SECTION 4.    EFFECTIVE DATE

The effective date of the Incentive Compensation Plan shall be January 1, 2004.

ATTACHMENT II.1Plan Participants (By title only)

Salary Grade Level 5162(Vice President & Above)

|Name |  | Title                                           
|---- |  | ------------------------------------------------
|     |  | President/CEO                                   
|     |  | Chief Operating Officer                         
|     |  | Executive Vice President/Chief Financial Officer
|     |  | Vice President, Product Development             
|     |  | Vice President, Sales                           
|     |  | Vice President, Retail Sales                    
|     |  | Vice President, General Counsel                 
|     |  | Vice President, Marketing                       
|     |  | Vice President, Senior Counsel                  
|     |  | Vice President, EPI/Director of Manufacturing   
|     |  | Vice President, QA/QC                           

Total Represented Salary Grades 51-62: $2,865,000Estimated Maximum Accrual: $716,250.

Salary Grade Levels: 46 - 48(By title only)

| |  | Director, QC                                     
| |  | -------------------------------------------------
| |  | Director, Marketing                              
| |  | Director, IT                                     
| |  | Director, Finance                                
| |  | Director, Alternative Sales                      
| |  | Director, Human Resources                        
| |  | Director, Planning, Inventory Control, Purchasing
| |  | Director, Warehouse/Plant Operations             
| |  | Director, Purchasing                             
| |  | Director, Communication                          

Total Represented Salary Grades 46-48: $943,176 est.Estimated Maximum Accrual: $141,476

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Salary Grade Levels 40 -45 (By titleonly)

| |  | Sr. Manager of Trade Marketing               
| |  | ---------------------------------------------
| |  | Sr. Compliance Manager                       
| |  | Facility Manager, Prolab                     
| |  | Product Development Manager                  
| |  | Data Insights Manager                        
| |  | Brand Manager                                
| |  | Sr. Manager Sales & Marketing Administration*
| |  | Senior Manager, Paralegal                    
| |  | Product Development Manager                  
| |  | Manufacturing Supervisor                     
| |  | Inventory Control Manager                    
| |  | Maintenance Supervisor                       
| |  | Production Manager                           
| |  | Brand Manager Natrol Core                    
| |  | Executive Assistant                          
| |  | Associate Brand Manager                      
| |  | Product Development Manager                  
| |  | Assistant Controller                         
| |  | A/R Manager                                  
| |  | A/P Manager                                  
| |  | Facility Administrator                       
| |  | Consumer Services Manager                    
| |  | Consumer Services Manager                    
| |  | Office Manager                               
| |  | Packaging Supervisor                         
| |  | Shipping Manager                             
| |  | Packaging Supervisor                         

Total Represented Salary Grades 40-45: $1,657, 925 est(*Salary GradeSales 32equivalent to Salary Grade 44) Estimated Maximum Accrual: $165,792.50

ATTACHMENT II.2Instructions for Calculating Bonus Pool

A target bonus fund shall be established equal to 10%-25% of the annual base salary of the Plan Participants as called out below. Employees based upon
their salary grade, will be eligible for an annual incentive bonus as a percentage of their base salary.

Salary Grade Level

Bonus Fund51 - 62

25% of Base Salary46 - 48

15% of Base Salary40 - 45

10% of Base Salary


The
incentive program shall be based on "qualifying income" as defined in paragraph 6.1 and corporate earnings. The 2004 target to receive 100% of the eligible incentive bonus is
$5,000,000 before bonuses, interest and income taxes. The Compensation Committee of the Board has agreed to pay a portion of the eligible incentive bonus based on partial milestones achieved, as well
as exceeding the corporate target.

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Chart for percentage of eligible schedule

|                |  | Target              |  | Award                 
|--------------- |  | ------------------- |  | ----------------------
|                |  | 10,000,000          |  | 150%                  
|                |  | 9,000,0009,999,999 |  | 140%                  
|                |  | 8,000,0008,999,999 |  | 130%                  
|                |  | 7,000,0007,999,999 |  | 120%                  
|                |  | 6,000,0006,999,999 |  | 110%                  
|*Corporate Goal |  | 5,000,0005,999,999 |  | 100% of eligible bonus
|                |  | 4,000,0004,999,999 |  | 75%                   
|                |  | 3,000,0003,999,999 |  | 50%                   
|                |  | 2,000,0002,999,999 |  | 25%                   
|                |  | Less than 2,000,000 |  | 0%                    

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*Before
Bonuses, Interest and Income Taxes

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