2.

Term of Employment.   Employee’s employment under this Agreement will commence as of the date of this Agreement and will continue until December 31, 2007 (the “End Date”), unless earlier terminated pursuant to Section 5 of this Agreement. After the End Date, Employee’s employment with the Company will be at-will, and either Employee or the Company may terminate Employee’s employment at any time, for any or no reason, and with or without notice and the terms of this Agreement will expire except as set forth in Section 13.9 of this Agreement or as otherwise expressly provided for herein.

4.6

2006 Performance Bonus.    Company agrees to pay Employee a 2006 performance bonus of $47,000.00, provided all of the following performance benchmarks are attained. This performance bonus replaces all prior 2006 performance compensation except for those listed in 4.1(c) of the Sheeley Agreement :

4.6.1

“Net Sales” of “Vaddio Product,” as both terms are defined in Section 4.1 of the Agreement, for calendar year 2006 exceed $8,700,000.00; and

4.6.2

“Gross Profit” (meaning the Net Sales less cost of goods sold) derived from the sale of Vaddio Product for calendar year 2006 exceeds $3,032,600.00; and

4.6.3

Employee has developed and presented a reasonable relocation plan to move the Vaddio operations on or before April, 1, 2007 from its present location to a location approved by the Company and being implemented by December 31, 2006; and

4.6.4

Headcount and operating expenses do not exceed originally budgeted 2006 numbers.

4.7

2007 Performance Bonus.    Provided the sale of the Vaddio operations is not closed prior to January 1, 2007, Company agrees to pay to Sheeley a 2007 performance bonus equal to five percent (5%) of the amount by which the Gross Profit derived from the sale of Vaddio Product, as defined in Section 4.6.2, during calendar year 2007 exceeds the Gross

4.8

The operative provisions of Section 4.2, 4.3 and 4.5 shall apply to the bonus payable under new Section 4.6 and the operative provisions of Section 4.5 shall apply to the bonus payable under new Section 4.7.

(b)

At any time prior to the End Date, Employee may terminate his employment other than for Good Reason upon 30 days prior written notice to the Company. for purposes of this Section 5, “Good Reason” means: (i) the Company materially reducing Employee’s salary set forth in Section 3.1 of this Agreement; (ii) the Company requiring Employee, without Employee’s consent, to be based permanently outside a 100 mile radius of the Company’s principal office in Minneapolis, Minnesota; (iii) material breach by the Company of this Agreement; (iv) if a buyer of all or substantially all of the Vaddio operations does not either (A) agree to assume and be bound by the provisions of this Agreement or (B) hire Employee directly or indirectly to work for such buyer; or (v) the Company discontinues the Vaddio operations, other than as a result of the sale of the Vaddio operations to a third party.

10.5

Limit on Non-compete.   Notwithstanding any provision of this Agreement to the contrary, the non-competition and non-solicitation provisions of Sections 10.1, 10.2 and 10.3 of this Agreement shall continue to and expire on December 31, 2009.