1996 BONUS PLAN FOR CERTAIN KEY EMPLOYEES

     The Company has a discretionary bonus program under which exempt salaried 
employees (other than the CEO and Chairman) may be paid bonuses up to amounts 
ranging from 9.75% to 97.5% of base annual salary.  The CEO and Chairman 
participate in this plan, with bonuses specifically determined by the board of 
directors, but on a percentage of base salary at least equal to the percentage 
bonus that will be payable to senior management under the 1996 Bonus Plan.  
The bonus percent is based on a variety of guidelines including performance 
levels of the respective business unit measured by earnings before tax.