1996 SENIOR EXECUTIVE BONUS PLAN
                            AS AMENDED JULY 25, 2000

     The Compensation  Committee (the "Committee") of the Board of Directors has
approved the  Amendment of the 1996 Senior  Executive  Bonus Plan (the  "Plan").
Adoption  of the Plan is subject to the  approval of a majority of the shares of
the Company's  Common Stock which are present in person or by proxy and entitled
to vote at the  Annual  Meeting.  The Plan  provides  the  Company's  senior key
executives  with  the  opportunity  to  earn  incentive   awards  based  on  the
achievement of goals relating to the performance of the Company.


Background and Reasons for Adoption

     The  Company  has a  performance-based  bonus  plan  similar  to the  Plan,
pursuant  to  which  the  Company  rewards   management  for  achieving  certain
performance  objectives.  However,  under section 162(m) of the Internal Revenue
Code, the federal income tax deductibility of compensation paid to the Company's
Chief  Executive  Officer and to each of its four other most highly  compensated
executive  officers may be limited to the extent that such compensation  exceeds
$1  million  in any one year.  Under  section  162(m),  the  Company  may deduct
compensation  in excess of that  amount if it  qualifies  as  "performance-based
compensation,"  as defined in section  162(m).  The Plan is  designed to qualify
payments thereunder as performance-based  compensation,  so that the Company may
continue to receive a federal  income tax deduction for the payment of incentive
bonuses to its  executives.  The  Company  will  continue to operate its current
bonus plan, as well,  for the  compensation  of senior  executives and other key
employees for whom section 162(m) is not an issue.


Description of the Plan

     The following paragraphs provide a summary of the principal features of the
Plan and its operation.


Purpose of the Plan

     The Plan is intended to increase  stockholder  value and the success of the
Company by aligning senior executive  compensation  with the Company's  business
objectives and performance.


Administration of the Plan

     The Plan will be  administered  by the Committee in accordance with (1) the
express provisions of the Plan and (2) the requirements of section 162(m).





Eligibility to Receive Awards

     Participation  in the Plan is determined  annually in the discretion of the
Committee.  In selecting  participants  for the Plan,  the Committee will choose
officers of the Company who are likely to have a  significant  impact on Company
performance and be highly compensated.  For fiscal 2000, the participants in the
Plan were Messrs. Swanson, Davies, Dobkin, Coghlan and Zapf. In fiscal 2001, the
Plan will include the Chief  Executive  Officer and each of the  Company's  four
other most highly compensated executive officers.


Target Awards and Performance Goals

     For each fiscal year, the Committee will establish:  (1) a target award for
each participant,  (2) the performance goals which must be achieved in order for
the participant to be paid the target award, and (3) a formula for increasing or
decreasing a participant's  actual award  depending upon how actual  performance
compares to the pre-established performance goals.

     Each participant's target award will be expressed as a percentage of his or
her base salary. Base salary under the Plan means the lesser of: (1) 125% of the
participant's annual salary rate on the first day of the fiscal year, or (2) the
participant's annual salary rate on the last day of the fiscal year.

     There are  several  performance  measures  which the  Committee  may use in
setting the performance goals for any fiscal year. Specifically, the performance
goals  applicable  to any  participant  will  provide  for a  targeted  level of
achievement using one or more of the following measures: (1) annual revenue, and
(2) operating income expressed as a percent of sales.

     For fiscal 2001, the Committee has established for the Plan  participants a
combined  performance goal with respect to: (1) operating profit return on sales
(i.e. fiscal 2001 operating profit as a percentage of revenue),  and (2) revenue
growth from fiscal 2000 to fiscal 2001.  The  Committee  has also  established a
formula,  with such  measurements  as  variables,  which will  determine  actual
awards.


Determination of Actual Awards

     After the end of each fiscal year,  the  Committee  must certify in writing
the extent to which the performance  goals  applicable to each  participant were
achieved or  exceeded.  The actual award (if any) for each  participant  will be
determined by applying the formula to the level of actual  performance which has
been certified by the Committee.  However,  the Committee retains  discretion to
eliminate or reduce the actual award payable to any participant below that which
otherwise would be payable under the applicable formula.  Also, no participant's
actual award under the Plan may exceed $5 million for any fiscal year.






     The Plan  contains a continuous  employment  requirement.  If a participant
terminates employment with the Company prior the end of a fiscal year, he or she
generally  will not be entitled to the payment of an award for the fiscal  year.
However,  if the participant's  termination is due to retirement,  disability or
death,  the Committee  will  proportionately  reduce (or  eliminate)  his or her
actual award based on the date of termination and such other  considerations  as
the Committee deems appropriate.

     Awards  under the Plan  generally  will be payable in cash after the end of
the fiscal year during which the award was earned.