EXHIBIT 10.6

                     INCENTIVE COMPENSATION PLAN

               FOR EXECUTIVE AND KEY SALARIED EMPLOYEES
                    (Excludes Sales Bonus Program)

                 FOR THE YEAR ENDING JANUARY 31, 1996


I.   Introduction

     The Incentive Compensation Plan for Executives and Key
Salaried Employees as adopted and amended by the Compensation 
Committee of the Board of Directors is designed to reward individual 
performance as measured against specified objectives.  The Plan is 
also designed to recognize other employees for a completely discretionary
bonus based upon significant contribution.  Executive and key employees 
who joined the company in the plan year may, with the approval of the 
president, participate in the Incentive Compensation Plan on a prorated 
basis (based on the number of full months they are actively employed).


II.  Establishment of Objectives

     Each executive and key employee shall establish at the beginning of 
     each year, with his/her supervisor, objectives against which his/her 
     performance for that year shall be measured.  

     These objectives must correspond to the overall goals of the company.


III. Objectives

     Objectives include:  earnings per share; achieving corporate cash flow 
     goals and other significant individual goals.


IV.  Additional Criteria & Conditions

     - 60% or more of individual participant's priorities must be 
     accomplished to earn any bonus.  

     - It is possible for participants to receive in excess of 100% 
     achievement of an individual goal.  However, these achievements 
     must satisfy the combined judgement of the individual's direct 
     manager and the President, CEO.  In no situation can achievement 
     of an individual goal or the combined total of all goals exceed 125%.
     
     
     
     - At its sole discretion, the Board reserves the right to recognize 
     significant issues, factors or contributions related to individual 
     participants and to adjust all or part of any participant's bonus 
     accordingly.  The Board reserves the right to alter, amend, reduce, 
     suspend or terminate the Incentive Plan.  Only active employees 
     (those physically performing their assigned duties) are eligible to 
     participate in the Incentive Compensation Plan.

     - Employees who terminate their employment with the company, or 
     employees who are terminated by the company for any reason whatsoever, 
     are not eligible for incentive compensation for the fiscal year 
     during which employment is terminated.

     The Incentive Compensation Plan and related goals for the fiscal year 
     ending January 31, 1996 will be pro-rated over the period from 
     February 1, 1995 to the date of "Closing" or a "Change of Control" 
     in the event this occurs prior to the end of the fiscal year.  
     Payment of the pro-rated incentive compensation from February 1, 1995 
     to the date of closing would then be made at "Closing."