**Exhibit10.57**

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**2004ANNUAL SENIOR EXECUTIVE BONUS PLAN**

 

The following bonus planwill govern senior executives for the year 2004.

 

As used herein:

 

**“Bonus Payment Date”**means the dateon which the Annual Bonus and any Quarterly Progress Payouts are paid asdetermined by the Compensation Committee. Payments shall be made as soon aspracticable after the financial statements for the relevant period areprepared, reviewed or audited by the Company’s independent accountants andapproved by the Board of Directors. Except for good cause, Quarterly ProgressPayouts shall be made no later than 35 days after the end of the applicablequarter and the Annual Bonus will be paid no later than 65 days after the endof the Fiscal Year.

 

**“EBITDA”**means theCompany’s earnings before interest, taxes, depreciation and amortization forthe applicable Fiscal Year as calculated from the Company’s audited statementsof operations, but adjusted for (A) any extraordinary gains or losses oritems of a non-recurring nature, and; (B) strategic costs as determinedand approved by the Compensation Committee. In the event of any dispute or disagreement, the Board of Directorsshall have the sole discretion to determine EBITDA for purposes of this Agreement.

 

**“Plan”**means theAnnual Plan approved by the Board of Directors for the applicable Fiscal Year.

 

(a)           Annual Bonus.

 

During the first year that  Employment Agreement is in effect, Executiveshall be eligible to earn an Annual Performance Bonus (the “Annual Bonus”) asfollows:

 

Employment on Payout Datesas Prerequisite; No Bonus Earned Until Payment Date.  Executive shall not earn or be entitled to anAnnual Bonus, a prorated share of the Annual Bonus, or any portion thereofunless Executive remains employed by the Company in an Executive positionthrough the applicable period and remains employed in an Executiveposition on the Payment Date.  ShouldExecutive be employed by the Company on the date of a Quarterly Progress Payoutbut not at the time of the payment of the Annual Bonus, Executive shall haveearned and be entitled to payment only of the Quarterly Progress Payout(s)actually received and shall not have earned or be entitled to any additionalamounts.

 

Attainment of Plan asPrerequisite.  No AnnualBonus shall be earned or payable unless earnings as measured by fiscal year-endaudited EBITDA are at no less than 90% of Plan for the then-current FiscalYear.  Eligibility shall be based on thepercentage of Plan achieved, as described below.

 

Annual Bonus as Percentageof Salary Based Upon Achieving Plan.  Upon achieving 90% of Plan, Executive shallbe eligible for an Annual Bonus equal to 25% [22.5%; 20%] of Base

 

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Salary. Upon achieving 100% of Plan, Executive shall be eligible for an AnnualBonus equal to 50% [45%; 40%] of Base Salary. Upon achieving less than 100% of Plan but more than 90% of PlanExecutive shall be eligible for an Annual Bonus which shall be prorated basedupon the percentage of Plan achieved.

 

Method of Payment.  There shall be a Quarterly Progress Payout ofthe Annual Bonus as follows.

 

(1)                                  At theconclusion of the first fiscal quarter ending December 31, provided thatquarterly EBITDA is at least 90% of Plan for that first quarter based uponquarterly review by the Company’s auditors, the amount of annual bonus thatwould be earned if, at the end of the fiscal year, EBITDA was equal to the samepercentage of Plan as the percentage achieved in the first quarter, multipliedby 12.5%;

 

(2)                                  At theconclusion of the second fiscal quarter ending March 31, the greater of thefollowing:

 

(A)                              If quarterlyEBITDA is at least 90% of Plan for that second quarter based upon quarterlyreview by the Company’s auditors, the amount of annual bonus that would beearned if, at the end of the fiscal year, EBITDA was the same percentage ofPlan as the percentage achieved in the second quarter,  multiplied by 25%; or

 

(B)                                If no bonus wasearned in the first quarter and EBITDA in the aggregate for the first andsecond quarters is at least 90% of Plan, based upon quarterly review by theCompany’s auditors, the amount of annual bonus that would be earned if, at theend of the fiscal year, EBITDA was the same percentage of Plan as thepercentage achieved in the first and second quarters multiplied by 37.5%;

 

(3)                                  At theconclusion of the third fiscal quarter ending June 30, the greater of thefollowing:

 

(A)                              If quarterlyEBITDA is at least 90% of Plan for that third quarter based upon quarterlyreview by the Company’s auditors, the amount of annual bonus that would beearned if, at the end of the fiscal year, EBITDA was the same percentage ofPlan as the percentage achieved in the third quarter, multiplied by 12.5%; or

 

(B)                                If a bonus wasearned in the first quarter but not the second quarter, and if EBITDA in theaggregate for the second and third quarters is at least 90% of Plan based uponquarterly review by the Company’s auditors, the amount of annual bonus thatwould be earned if, at the end of the fiscal year, EBITDA was the same 

 

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percentage of Plan as thepercentage achieved in the second and third quarters, multiplied by 37.5%, or

 

(C)                                If no bonus wasearned in the first or second quarters and, if EBITDA in the aggregate for thefirst, second and third quarters is at least 90% of Plan, based upon quarterlyreview by the Company’s auditors, the amount of annual bonus that would beearned if, at the end of the fiscal year, EBITDA was the same percentage ofPlan as the percentage achieved in the first, second and third quarters, multipliedby 50%;

 

(4)                                  At theconclusion of the fiscal year ending September 30, the following:

 

(A)                              If annualEBITDA is at least 90% of Plan for the year based upon audited results by thecompany’s auditors, 100% of the annual bonus earned less any Quarterly ProgressPayouts made during the fiscal year.

 

(b)           Supplemental Annual Bonus Payment On Earnings ExceedingPlan.

 

At the conclusion of the Fiscal Year in whichresults exceed Plan, Executive shall be entitled to a Supplemental Annual Bonuspayment equal to a percentage share recommended by the company’s CEO andapproved by the Board of Directors of a bonus pool consisting of 25% of theEBITDA in excess of Plan; PROVIDED THAT Executive shall not earn or be entitledto any Supplemental Bonus after the aggregate of the base salary and all bonuspayments reaches 300% of the base Executive’s salary.

 

(c)           PotentialRenewal of Annual Bonus.

 

The Annual Bonus may be renewed on an annualbasis upon the review and recommendation of the CEO and approval of the Board ofDirectors.

 

 

 

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