Exhibit 10-1


    Exhibit
      10.1

     

     

    

      


      Salary
        Increases, Bonus Payments, and Stock Option Grants

      Approved
        by the Compensation Committee on November 16, 2005

      for
        Executive Officers

      


      Salary
        Adjustments

       

      
        	 Name	   Title	 Proposed Salary	 Amount of Raise 
	 Donald (Eric) Parsons 	 President-IPNA	 $180,000*	 $30,000
                (20%)*
	 Jon C. Biro	 CFO & Treasurer	 $235,000	 $5,000
                (2.2%)  


      

                  

      *
        The
        above salary adjustments are to be effective retroactively. Mr. Parsons’ raise
        from $150,000 to $168,000 is to be effective October 1, 2005, with an additional
        raise to $180,000 to be effective November 20, 2005. All other raises are
        to be
        effective November 1, 2005.

      


      FY
        2005 Bonus Payments

      


      All
        of
        the bonuses referenced below are to be paid on or before December 15,
        2005.

      


      
        	 Name	 Title	 Bonus Amount
	 Steve Barkmann	 President-Bayshore Industrial	 $80,000 (1)
                (2) (5)
	 Dario Masutti	 President-ICO Courtenay
                Australasia	  
                --
                (1)
                (5)
	 Derek Bristow	 President-ICO Europe	 $44,927
                (1)
                (3) (5)
	 Donald (Eric) Parsons	 President-IPNA	 $27,000
                
	 Jon C. Biro	 CFO & Treasurer	 $18,845
                (4)
                (5)


      

       

      (1)
        The
        bonuses of Messrs. Barkmann, Masutti, and Bristow were calculated applying
        the
        formulas set forth in the Fiscal Year 2005 Executive Leadership Team Incentive
        Compensation Plan (“FY 2005 ELT ICP”). Messrs. Barkmann and Bristow will not be
        entitled to a bonus if, upon audit by PricewaterhouseCoopers (“PwC”), their
        business units are found to have a material weakness or significant deficiency
        that leads to PwC to provide a qualified opinion in connection with the
        Company’s Fiscal Year (“FY”) 2005 audit.

      


      (2)
        Applying
        the formula set forth in the FY 2005 ELT ICP, Mr. Barkmann is entitled to
        receive a bonus of $135,360. Mr. Barkmann is receiving stock options in place
        of
        $55,360 of the cash bonus amount - see below.

      


      (3)
        Mr.
        Bristow’s bonus amount shall be paid in New Zealand Dollars at the rate of
        exchange on the date of payment.

      


      (4)
        Mr.
        Biro’s bonus is calculated pursuant to the formula for calculating the Year Two
        Annual Incentive Bonus set forth in his employment agreement. Mr. Biro will
        not
        be entitled to this bonus if, upon audit by PwC, the Company is found to
        have a
        material weakness or significant deficiency that leads to PwC to provide
        a
        qualified opinion in connection with the Company’s FY 2005 audit.

      


      (5)
        Management
        is in the process of auditing and finalizing the financial results used to
        calculate the bonuses, and that bonuses calculated pursuant to the FY 2005
        ELT
        ICP are subject to minor revision (+/- up to 10%) in the event that management
        determines that that bonus calculations should be adjusted based on the final
        FY
        2005 financial results.

      
 

      
        
          
          

        

        
          
             

          

          
            

          

        

        
          
          

        

      

       

       

      
        11/22/05

        Page
          2

         

      

      Stock
        Option Grants

      


      All
        grants are Non-Qualified Stock Options, granted from the Company’s 1998 employee
        stock option plan. Date of grant shall be November 18, 2005. All options
        have a
        term of ten years from the date of grant, and shall expire, if not exercised,
        on
        the earlier of ten years from the date of grant or three months after the
        employee’s employment with the Company terminates.

       

      
        	 Name	  Title 	 Option Grant 	 Vesting Schedule
	 Steve Barkmann	 President-Bayshore
                Industrial 	 42,260	 December 15, 2005 (1)
	 Jon C. Biro	 CFO & Treasurer	 42,000	 40/30/30 (2)


      

              

       (1)
        Mr.
        Barkmann’s award of 42,260 options (using a Black-Sholes valuation of
        $1.31/option) is in place of $55,360 cash bonus to which he would otherwise
        be
        entitled per the FY 2005 ELT ICP. The option grant will vest on December
        15,
        2005, provided that Bayshore Industrial, L.P. is not found to have a material
        weakness or significant deficiency that leads to PwC to provide a qualified
        opinion in connection with the Company’s FY 2005 audit, in which case the option
        grant will terminate and will not be exercisable. 

      


      (2)
        40%
        of
        the options granted vest immediately; 30% vest on first anniversary of date
        of
        grant; 30% vest on second anniversary of date of grant.