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Exhibit 10.1

         2006 ATS MEDICAL MANAGEMENT INCENTIVE COMPENSATION PLAN (MICP)

The 2006 ATS Medical Management Incentive Compensation Plan (MICP) is designed
to pay, in addition to performance based annual salaries, incentive cash
compensation to management and other "key employees" who by their assigned
responsibilities contribute to the success of the Company. Incentive payments
will be based on corporate funding and achievement of individual
Objectives/Smart Goals.

1.   DEFINITION OF TERMS

Goals

     The Individual Objectives, as set forth at the beginning of each program
     year and referred to as Smart Goals, must be specific, measurable,
     achievable, related to Corporate Goals and time bound. The Board of
     Directors may amend the goals to reflect material adjustments in or changes
     to the Company's accounting policies; to reflect major corporate changes
     such as mergers, acquisitions, or divestitures; and to reflect such other
     events having a significant impact on the goals.

Base Salary

     The annual salary rates effective on the first day of the Plan year.

Participant

     Any employee or position which has been designated by the Board as a
     participant in the Plan for the year or during the year. If a particular
     employee is not covered by the MICP and has been recognized for
     extraordinary achievement, he/she may be eligible to participate in the
     Plan for that particular year at the discretion of the President/CEO.

Eligibility

     Only regular full time employees may be designated as a participant in the
     Plan.

Program Year

     The fiscal year of the corporation.

Funding

     The total dollar amounts accrued for payment in any program year. The bonus
     pool will be funded by achievement of the Company's annual operating Plan
     and will be tied to both top line and bottom line results.




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Payout

     THE ACTUAL AMOUNT TO BE PAID TO A PARTICIPANT BASED ON OPERATING RESULTS
     ACHIEVEMENT RATE COMBINED WITH INDIVIDUAL SMART GOALS PERFORMANCE. THE
     MAXIMUM PAYOUT EACH PARTICIPANT IS ELIGIBLE TO RECEIVE WILL BE COMMUNICATED
     BY HIS/HER MANAGER.

2.   DESIGNATION OF PARTICIPANTS

     The Board, upon the recommendation of the management of the Corporation,
     shall make all determinations as to the eligibility of employees and
     positions to participate in the MICP. Following the Board's determination
     of eligible participants, each participant shall be notified of eligibility
     to participate in the 2006 MICP and will be provided with a copy of the
     Plan. The 2006 Plan is designed to include officer, director, and manager
     level positions as well as employee designated as "key employees."

3.   CALCULATION AND PAYMENT OF INCENTIVE AWARDS

     Individual incentives will not be paid unless the President/CEO and the
     Compensation Committee of the Board of Directors approve each participant's
     individual incentive awards with payout contingent upon completion of the
     Company's year-end financial audit for the program year.

                                  PLAN CRITERIA

     ACHIEVEMENT OF SMART GOALS
     (20% weight)

     TOP LINE RESULTS = Revenue
     (40% weight)

     BOTTOM LINE RESULTS=Operating Income before taxes
     (40% weight)

                                  PAYOUT RATES

<TABLE>
<CAPTION>
     PLAN PERFORMANCE                                               RATIO
     ----------------                                               -----
<S>                                                                <C>
     109%                                                            182%
     105%                                                            145%
     100%                                                            100%
      95%                                                             55%
      90%                                                              9%
      89%                                                              0%
</TABLE>

     Note: Minimum requirement for bonus payment includes at least 90%
     attainment of company income plan.




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4.   PROMOTIONS

     For individuals promoted from a non-bonus to a bonus position during the
     program year, the effective salary upon assuming the new position will be
     used in calculating eligible incentive payout. Any payout will be pro rated
     beginning the first day of the month in which the individual is promoted
     into the position.

5.   DEMOTIONS

     For individuals demoted to a non-bonus position during the plan year, MICP
     payout will be pro rated based on the number of months in the bonus
     position.

6.   TERMINATION OF EMPLOYMENT

     In the event that any participant shall cease to be a full time employee
     during any year in which he/she is participating in the Plan, such
     participant shall be entitled to receive no incentive compensation for such
     year. If he/she terminates after the Plan year but prior to the payout, the
     participant remains entitled to receive incentive compensation. An
     exception would be if the individual were subject to termination "for
     cause" if such "cause" took place during the period covered by the MICP.

7.   AMENDMENT OF THE PLAN

     The Board may, from time to time, make amendments to the Plan as it
     believes appropriate and may terminate the Plan at any time, provided that
     no such amendment or termination will affect the right of any participant
     to receive incentive compensation in accordance with the terms of the Plan
     for the portion of any year up to the date of the amendment or termination.

8.   MISCELLANEOUS

     Nothing contained in the MICP shall be construed to confer upon any
     employee any right to continue in the employ of the Company or restrict the
     Company's right to terminate his/her employment at any time.




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               ESTABLISHMENT OF INDIVIDUAL OBJECTIVES/SMART GOALS

                       (Specific, Measurable, Achievable,
                   Related to Corporate Goals and Time Bound.)

In establishing individual objectives, the following guidelines shall be used:

-    Each objective should be clear, concise, and measurable (time, cost, and
     task accomplishment).

-    Each objective should be a precise written statement, which is discussed
     and agreed to by the individual and the manager.

-    Individual objectives should measure accomplishment and not effort.

-    Individuals will have four (4) Objectives/Smart Goals.

Before a participant may receive an incentive award, it will be necessary for
his/her immediate manager to:

-    Submit written measurable objectives on the appropriate form prior to the
     commencement of the program year. These objectives will be reviewed and
     approved by the President/CEO and Director of Human Resources.

-    Submit a documented evaluation of results, on a quarterly basis, to the
     President/CEO.

-    Modifications or adjustments to the original objectives must be reviewed by
     the participant and his/her manager and then submitted to the
     President/CEO.

-    Submit the year-end results against objectives within one month following
     the end of the program year. The President/CEO and the Director of Human
     Resources will approve these.