February 21, 1997

(FormalName)
(location)
585 Slawin Court
Mt. Prospect, Illinois  60056

CONFIDENTIAL

Dear (CommonName):

You are eligible to participate in the (location) (the "Company") 1997
Sales Incentive Compensation Plan.  Although a lot of hard work went into
1996 in trying to achieve our sales and operating income goals, we fell
short. However, 1997 really promises to be a great year.  If we work
together, we have a great chance to earn a bonus.

Your bonus base for 1997 will be $(Bonusbase).  Your actual incentive 
compensation can range from 0% to 200% of this bonus base, depending 
on sales in your territory for 1997.  The range of your 1997 incentive
compensation can vary as follows:

Bonus base: $(Bonusbase)        Sales          % of         1997 Incentive
                               Achieved       Bonus Base     Compensation

                               $(Target1)         0%             $0

                               $(Target2)        100%        $(Bonusbase)

                               $(Target3)        200%        $(BONUS200)




The 1997 Incentive Compensation Plan has terms and conditions related to 
your participation.  A copy of the formal plan is available from Human 
Resources for your review.  If you have any questions regarding the program, 
please talk to Mark Renfree who can explain or clarify any issues.

The reason you are a participant in the 1997 incentive compensation program 
is because your efforts can, and will, have a significant impact upon the
performance of our business.  I trust you will make every effort to reach
the 200% level, and I personally look forward to authorizing your bonus this
time next year.

Sincerely,

/s/Barry J. Ryan
                
Barry J. Ryan
President

cc: D. Ryan