Exhibit 10.12

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     o    MANAGEMENT INCENTIVE COMPENSATION PROGRAM: AN OVERVIEW

     o    BUSINESS GROUP PLAN

     o    2005 INCENTIVE PLAN: CRITERIA, MEASUREMENTS

          -    Overall Corporate Financial Target

          -    Business Group Financial Target

          -    Individual MBO Contributions

          -    Bonus Payout Matrices

     Revised 01/05

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                 MANAGEMENT INCENTIVE COMPENSATION PROGRAM (MIP)
                 -----------------------------------------------

The following is an overview of the program: criteria for eligibility, rules for
participation, how the program is implemented, potential bonus opportunity range
for individual participants for meeting their own specific target levels, and
how award payouts are determined at year-end.

For details on the actual criteria and formula applied to determine award
payments, which takes into account overall corporate financial performance as
well as individual achievement in terms of stated job objectives (MBO), see the
2005 MIP Plan, page 6.

1.   PURPOSE
     -------

     The objectives of the Management Incentive Compensation Program (the
     "Program") are:

     a.   To attract and retain key management personnel who are in positions to
          make substantial contributions to the growth and profitability of the
          Company;

     b.   To channel and direct the efforts of these key employees toward
          accomplishing the Company's goals and to encourage the use of annual
          planning and measurement practices;

     c.   To provide a means for the payment of incentive compensation in
          addition to competitive salaries for the achievement of annual
          Company, departmental and individual performance objectives.

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2.   EFFECTIVE DATE
     --------------

     The Program will be effective as of January 1st and will govern the
     creation of an annual incentive plan thereafter (a "Plan") for certain
     specified employees each fiscal year until the Program is terminated by the
     Board of Directors.

3.   PARTICIPANTS
     ------------

     In January of each fiscal year, the Chief Executive Officer of the Company
     will prepare a list of eligible employees who are likely to have a
     significant impact on the growth and earnings of the Company for that Plan
     year. Eligibility criteria will reflect an employee's accountability,
     responsibility and position level. The Compensation and Development
     Committee of the Company will review the recommended list, make any
     appropriate changes and approve a final list of Program participants
     ("Participants") for each annual Plan. A Participant whose employment
     during a fiscal year terminates for any reason other than death, disability
     or retirement will not be eligible to receive incentive compensation awards
     unless otherwise agreed upon in advance. New employees and employees
     promoted to an eligible position during a year may be eligible for
     incentive awards in proportion to the part of the year that they were in
     their new positions, provided approval of eligibility is granted by the
     Chief Executive Officer and/or Compensation and Development Committee.

4.   ADMINISTRATION
     --------------

     The Program will be administered by the Compensation and Development
     Committee of the Board of Directors which has the sole authority to
     interpret the Program, to

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     prescribe, amend and rescind the rules and regulations relating to the
     Program, to determine participation and awards, and to make all other
     determinations necessary for the administration of the Program to achieve
     its stated objectives. Members of this Committee are not eligible to
     participate in the Program.

5.   PROGRAM IMPLEMENTATION
     ----------------------

     The following procedure will be followed in establishing a Plan each year
     for the Participants: 

     a.   At the beginning of each year, the Chief Executive Officer will submit
          to the Compensation and Development Committee a Plan for that fiscal
          year.

     b.   The Compensation and Development Committee will review the submitted
          Plan, make any amendments, and approve a final Plan for the year.

     c.   Following the approval of the Plan for each year, the Chief Executive
          Officer will:

          c.1  Advise each Participant of their eligibility,

          c.2  Advise each Participant of their "Bonus Opportunity Range" which
               is the range of possible bonus payouts based on meeting
               pre-specified target levels set for each Plan (for example, an
               individual may have a Bonus Opportunity Range of "10%-20%" for
               reaching target levels 1-9 such that a 10% payout is made if the
               minimum target level 5 is reached, and higher payout percentages
               are made at higher levels until a maximum payout of 20% would be
               made if target level 9 is reached); and,

          c.3  Ensure that each Participant completes a 2005 MBO-GBC Management
               Incentive Compensation Program worksheet ("MBO"), see Exhibit C,

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               with their immediate supervisor wherein quantifiable objectives
               will be selected, agreed upon and which will be used in
               conjunction with other criteria established in each Plan to
               determine the amount of the potential bonus for each Participant.

6.   AWARD DETERMINATION
     -------------------

     In December of each fiscal year, the Chief Executive Officer will review
     the performance of each Participant with the appropriate supervisor by
     judging the degree of accomplishment of each pre-established objective in
     the Plan, taking into account both the controllable and uncontrollable
     events that occurred during the year, and ensure that a calculation of the
     appropriate bonus payout is made for each Participant. The Chief Executive
     Officer will then submit the appropriate documentation and bonus payout,
     expressed as a percentage of actual base salary and dollar amount, for each
     Participant to the Compensation and Development Committee for approval.

     In no case will the bonus payout exceed the maximum for the category.

     In the event that the Company's goals are substantially changed by the
     Board of Directors during the course of the fiscal year, the above
     procedure will take place as if the fiscal year had ended. Incentive awards
     will be prorated and a new performance cycle will commence for the
     remainder of the fiscal year. Bonus payouts determined for a portion of the
     fiscal year will be deferred until after the close of the fiscal year.

7.   PAYMENT
     -------

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     Each Participant's annual incentive award will be determined by multiplying
     each Participant's year-end salary by the Participant's percentage award.
     Payment of the award will be made in cash as soon as possible after the
     close of the fiscal year.

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                               YEAR 2005 MIP PLAN
                               ------------------

Following are the criteria and formula used in determining the overall 2005 MIP
Plan. Both the Company's overall corporate financial performance as well as an
individual's own contributions are weighed equally in determining individual
bonus payments under the 2005 Plan.

1.   PLAN CRITERIA
     -------------

     The Year 2005 MIP Plan (the "Plan") will be governed by the following two
     criteria, a 50% weighting for the attainment of the Financial Target and a
     50% weighting for individual MBO contributions measured by predetermined
     objectives for each Participant.

     This Plan is designed for all group level management, 75% of each
     Participant's financial goals will be keyed to the financial performance of
     their group, the remaining 25% is based on financial results for the
     Corporation.

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     FINANCIAL TARGETS
     -----------------

     The Year 2005 Plan will provide two financial measures, a Financial Target
     for the Company which will be weighted at 25%, and a Financial Target for
     each business group which will be weighted at 75%. The Financial Target
     will be calculated for both Corporate and groups by taking the Operating
     Income generated, less a Capital Charge (15% of average inventory and
     accounts receivable). All calculations will exclude the impact of
     extraordinary gains and losses, but miscellaneous gains and losses will be
     included. The determination as to whether an item is included or excluded
     from operating income is up to the discretion of the GBC Chief Financial
     Officer and the Compensation and Development Committee.

     At the beginning of the year, the Chief Executive Officer will submit
     Financial Targets to the Compensation and Development Committee. The
     Compensation and Development Committee will review, amend if necessary, and
     approve a final list of targets which shall become Exhibit A to this Plan.

     As soon as possible after the accounting close of the fiscal year 2005, the
     Chief Executive Officer will ensure that calculations of the Financial
     Target for the corporation and the Groups are made and a rating assigned.
     The calculation and rating will be reviewed, amended if necessary, and
     approved by the Compensation and Development Committee. The final
     determinations of each of the ratings and the MBO Achievement Levels
     described below are used to determine the appropriate scores for the Bonus
     Payout Matrix in Exhibit B.

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     MBO ACHIEVEMENT LEVELS
     ----------------------

     At the end of the year, the Chief Executive Officer will submit to the
     Compensation and Development Committee a list showing the rating for each
     level of achieving MBOs for the Participants. The Compensation and
     Development Committee will review, amend if necessary, and approve a final
     list of MBO Achievement Levels which shall become Exhibit D to this Plan.
     At the beginning of the year, each Participant will complete a list of
     personal goals and objectives for the year to be approved by their
     supervisor.

     a.   Group and Division senior management participants must have five to
          seven objectives per participant, two objectives related to financial
          results of their group or division (i.e., Inventory Levels and
          Accounts Receivable). The remaining three to five MBOs for Group or
          Division senior management participants (weighted at 60%) should be
          project and/or position specific (i.e., safety targets, product launch
          objectives, successful system conversion). 

     b.   Operating Group or Division participants (other than senior
          management) should have four to six MBOs with all being position or
          team specific. The completed MBOs must be submitted to Perry Zukowski
          by March 31, 2005.

     At the end of the year, each Participant's degree of achievement of the
     list of goals and objectives will be graded by their supervisor who shall
     assign a rating of "0" through "9". The program is designed such that a
     rating of "5" is considered 100% accomplishment of all objectives.
     Participants may score above "5" if their efforts during the year are
     considered extraordinary.

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2.   DETERMINATION OF PARTICIPANT'S POSITION ON BONUS EARNINGS MATRIX
     ----------------------------------------------------------------

Participants in the Business Group Plan will have their "Company Performance"
score in the Bonus Payout Matrix in Exhibit B based on financial ratings of the
corporation using 25% of the Financial Target rating and 75% of the Group's
Financial Target rating as shown on Exhibit A. An example of this calculation is
presented below:

                              FINANCIAL PERFORMANCE
                              ---------------------

                       Group Financial Target Rating of "6" @ 75% = 4.50
                   Corporate Financial Target Rating of "4" @ 25% = 1.00
                                                                    ----
                                                            Total = 5.50
                                                                    ====

A Participant's bonus payout would then be determined by plotting the "Company
Performance" score and the Participant's MBO rating on the Bonus Payout matrix
in Exhibit B. To receive a payout, the Participant must have attained at least a
"1" score for both the "Company Performance" score and the Participant's MBO
rating. If for example the Participant's MBO rating was "5" then their bonus
percentage amount would be found at the intersection of the "5.50" score for
Financial Ratings and the "5" score for MBO Performance.

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                                    EXHIBIT A

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                                    2005 PLAN
                              MIP FINANCIAL TARGETS
                                     (000'S)

(Financial Targets Intentionally Omitted)