BONUS ARRANGEMENTS

The following bonus arrangements have been made for the named officers with
respect to profits of the Company for fiscal year 1997:

                         Regular Bonus            Super Bonus(1)

     Mr. Adler           $30,000                  N/A
                         plus 7%
                         of any excess

     Mr. Montano         $25,000                  N/A
                         plus 5%
                         of any excess

     Mr. Mason           $20,000                  N/A
                         plus 4%
                         of any excess

     Ms. Drury           5% of salary             10% of salary

     Mr. Lefeld          5% of salary             10% of salary

     Mr. Galastro        $5,000 plus              $7,500 plus
                         3% of excess             4% of excess
                         over budgeted            over budgeted
                         profit for his           profit for his
                         department               department

     Mr. Swartz          $7,500 plus              $11,000 plus
                         3% of excess             4% of excess
                         over budgeted            over budgeted
                         profit for his           profit for his
                         department and           department and
                         1% of dollars            2% of excess
                         over budgeted            over budgeted
                         profit for wholesale     profit for wholesale
                         department               department


(1)  The `regular bonus'' and the ``super bonus'' are based on target levels for
corporate profits, which vary by position.  If corporate profits reach the
`regular bonus'' level, the named officer will get the ``regular bonus''
indicated.  If corporate profits reach the `super bonus'' level, the named
officer will get only the `super bonus'' indicated, not both the "regular bonus"
and the "super bonus".