Commission Plan - Gray


    Exhibit
      10.34

     

    CONFIDENTIAL
      PORTIONS OF THIS DOCUMENT HAVE BEEN
      REDACTED AND FILED SEPARATELY

    WITH
      THE SECURITIES AND EXCHANGE
      COMMISSION

    


    Commission
      Plan

    


    Commercial
      Products Group

    Bruce
      Gray

    April
      2005-April 2006

    


    


    The
      following Commission Plan will be based on all invoiced net sales generated
      by
      the Commercial Products Group within the designated quarters over the 12 month
      period beginning April 1, 2005.

    


    
      	
              Revenue
                Plan

            	 	
              [***]

            
	 	 	 
	
              Target
                Commission

            	 	
              -
                $100,000

            


    

    


    


    
      	 	
              Revenue

            	
              Commission
                Rate

            	
              Commission
                @ Plan

            
	 	 	 	 
	
              Quarter
                1

            	
              
                [***]

              

            	
              
                [***]

              

            	
               
                $25,000

            
	 	 	 	 
	
              Quarter
                2

            	
              
                [***]

              

            	
              
                [***]

              

            	
               
                $25,000

            
	 	 	 	 
	
              Quarter
                3

            	
              
                [***]

              

            	
              
                [***]

              

            	
               
                $25,000

            
	 	 	 	 
	
              Quarter
                4

            	
              
                [***]

              

            	
              
                [***]

              

            	
               
                $25,000

            
	 	 	 	 
	
              Total

            	
              
                [***]

              

            	 	
              $100,000

            


    

    


    There
      is
      no revenue contribution from any source other than that generated by the
      Commercial Products Group.

    


    All
      quarterly revenue targets are based on invoiced sales, net of returns and
      accounting adjustments.

    


    Commissions
      will be paid on the second pay period of the month following the end of the
      commission quarter.

    


    Commission
      is based on a linear percentage, with no minimum, and no
      accelerator.

    


    With
      the
      exception of Quarter 1, beginning 4/1/05, all quarterly revenue targets are
      irrespective of Engineering schedule slippage, or Manufacturing constraints.
      Quarter 1 "revenue" will be a based on all invoiced net sales plus GAP
      acceptable bookings which were released but left unshipped at the end of the
      Quarter.

    


    Quarter
      1
      shall have a maximum commission cap of $25,000. Following Quarters will have
      no
      cap.

    


    Approved
      By:

    

      
        	
                /s/
                  Kalani Jones

              	 	
                5/5/05

              
	
                Kalani
                  Jones - President/COO

              	 	
                Date

              
	 	 	 
	
                /s/
                  Mike Russell

              	 	
                10/14/05

              
	
                Mike
                  Russell - CFO

              	 	
                Date

              


      

      
 

      1