1998 Key Employee Stock Plan

EXHIBIT 10.c

SEVENTH AMENDMENT TO HUFFY CORPORATION

1998 KEY EMPLOYEE STOCK PLAN


This Seventh Amendment is made and effective as of April 22, 2004, to the 1998 Key Employee Stock Plan (the " Plan" ), under the following circumstances:


The Company desires to amend the Plan and the amendment was approved and adopted by the Board of Directors of the Company on February 10, 2004 and by Shareholders of the Company on April 22, 2004.


NOW, THEREFORE, the Plan shall be amended as follows:


1.

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