EXHIBIT 10.3
 
                                      1997
                        SENIOR MANAGEMENT INCENTIVE PLAN
 
    For  Fiscal 1997,  incentive will  be determined  by Corporate  Earnings per
Share as follows:
 


                           BONUS AWARD AS A PERCENT OF BASE
EARNINGS PER SHARE                      SALARY
- -------------------------  --------------------------------
                        
$1.00-1.04                                15
 1.05-1.10                                25
 1.11-1.20                                35
 1.21+                                    50

 
    If  unusual  major  factors  significantly  change  Fiscal  1997   Earnings,
decisions  regarding any adjustments will be  made by the Compensation Committee
of the Board of Directors.
 
    The Company's 1997 Senior Management Incentive Plan shall be governed by the
following rules:
 
A.  The incentive compensation for the 1997 fiscal year computed as provided for
    in the Plan, shall be divided  into two (2) equal installments, one  payable
    on  the  first day  of February  1998, and  the  other on  the first  day of
    February 1999 (the "Payment Dates").
 
B.   A participant  shall become  entitled to  the installment  payable on  each
    Payment  Date, on that date, if and only  if, he then continues to be in the
    employ of the company, or if not, that the termination of his employment  by
    the  Company was caused by death,  complete disability, retirement after age
    sixty (60) or discharged by the Company without cause.
 
C.  Should  any installment  be payable  to a  Participant who  is not  entitled
    thereto  on any Payment  Date as provided for  above, such installment shall
    not revert to the  Company but shall  be reallocated and  paid to the  other
    Participants  proportionate  to  the  amounts to  which  they  are otherwise
    entitled to receive under the plan.
 
D.   All  determinations arising  under  the Plan  shall  be determined  by  the
    Compensation  Committee  of the  Board of  Directors  of the  Company, whose
    decision thereon shall be final, conclusive and binding.
 
E.  Employees participating in a commission override program will participate at
    the rate of one half of the amount of scheduled amount called for.
 
F.  Any senior  management employees participating  in any other  division/local
    incentive plans, shall not participate in the foregoing plan.