EX-10.7a Key Employee and Corporate Support Group Incentive Compensation Plan

Exhibit 10.7a

NATIONAL DENTEX CORPORATION
INCENTIVE COMPENSATION PLAN

PRINCIPAL FEATURES OF THE PLAN

Participation in the Plan

At the start of each plan year, the Compensation Committee of the Board of Directors of National Dentex Corporation shall select who will participate in the Plan for that year.

Standard Bonus

The standard bonus, as used herein, represents the percentage of Base Salary that is applicable to a National Dentex executive based upon his/her corporate responsibilities.

Determination of Participant’s Bonus

Participants in the Plan will earn incentive compensation based on the attainment of corporate earnings targets, expressed in terms of Net Income before taxes and consistent with the Company’s budget.

Other Provisions

     1. Standard bonuses calculated as a percentage of base salary, will use for that calculation, annualized salary earnings in effect at the end of the Plan Year.

     2. Bonus payments will be calculated annually based on audited operating results and distributed within two and one-half months of the close of the Company’s fiscal year.

     3. The bonus payment will be determined based upon the Income before Taxes of the Company as outlined in Schedule B. Should the targets not be met, the individual participant may be eligible for up to 25% of the standard bonus based upon his/her individual performance as subjectively reviewed by the President and the Board of Director’s Compensation Committee.

     4. Eligibility of a participant to receive a full, or a partial bonus require continuous employment within National Dentex Corporation to the date actual bonus distributions are made.

     5. New hire status, promotion, transfer, retirement, disability or death does not eliminate or terminate eligibility, and distribution to any participant or beneficiary in this category is pro-rated to that portion of the year employed in a position covered by the Plan.

     6. This Plan may be revoked or revised at any time, in total or as it applies to any individual whose performance is unsatisfactory, by the Board of Directors and does not constitute a legally binding commitment. Any deviation from the Plan requires approval of the National Dentex Corporation Compensation Committee.