Exhibit 10.7

POBS -
Incentive System for the Management of METTLER TOLEDO



Regulations, valid as of Nov. 5, 1998


1.    Objectives and Participants

      With this incentive plan, our aim is to pursue two main objectives:

      .    To emphasize the  responsibility  of each manager for the top-ranking
           interest  of the Group and to promote the  attainment  of the overall
           corporate goals; orientation to overall success of the corporation.

      .    To orient the  remuneration  of each  manager  directly  to his / her
           performance by setting clearly defined targets that can be met by the
           manager, and subsequent measurement of target achievement.

      Participation in the POBS must be agreed in writing. Participation must be
      commensurate  with the function,  appropriate  goals must be definable and
      assessable in a realistic manner.


2.    Mechanics

2.1   Participants are assigned to one of two categories in agreement with POBS.

      Category              Minimum                Maximum
                         Annual Salary          Annual Salary
      ----------         -------------         -------------------------------
      Category 1             90 %              120 % (of actual Target Salary)
      Category 2             95 %              110 %

2.2   For each manager, targets are agreed for each calendar year with his / her
      supervisor.  Each individual  target is given a weighting.  The sum of the
      weightings must equal 100 %.

2.3   Criteria for the assessment of the attainment of each individual target
      are specified:

      Target
      Achievement
      -----------
       90 %  Target not reached - result unsatisfactory
      100 %  Target reached, corresponding to the requirements - good result 
      110 %  Clearly more than target achieved, requirements clearly exceeded, 
             in terms of value, time limits, quality, additional related success
             -  very good result

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                                                                    Exhibit 10.7

      120 %  Target achievement outstanding, additional major benefits / success
             for the company reached - excellent result

2.4   The  annual  target  salary  is  determined  for the  period  January 1 to
      December 31 (Switzerland:  April 1st to March 31) of the upcoming year. It
      should be commensurate  with the  requirements of the function and, hence,
      conform to the market. It is reached when each of the set targets has been
      achieved well and completely.

2.5   At the end of the calendar year, target  achievement is assessed by the
      superior  manager. The degree of achievement of each individual target (90
      to 120 %), see above) is  multiplied  by the weighting  of the  individual
      target to give a points award for each individual  target. The total score
      for all  targets  lies  between 90 and 120  points.  The effective annual
      salary (in % of target salary) is the result of target salary multiplied 
      by the total  score and  divided by 100 (Category  1). For Category 2, the
      conversion has to be made to the total number of points:

                                   Annual Salary in % of Annual Target Salary
                                   with different Degree of Target Achievement

      Total Point achieved         Category 1                  Category 2

       90 points                    90 % minimum                95 %
      100 points                   100 %                       100 %
      110 points                   110 %                       105 %
      120 points                   120 % maximum               110 %

      The intermediate steps are linear:

      .  1 point counts 1 % of target salary in Category 1
      .  1 point counts 0.5 % of target salary in Category 2


3.    Target Setting

3.1   The requirements for complete and proper target achievement (100 %) should
      be challenging and ambitious, on the other hand, they have to be realistic
      and  attainable.  For each  participant,  they should be set in such a way
      that they can be fulfilled  clearly and to the full extent so that payment
      of the target salary can be realized on the yearly average.

3.2   Each POBS sheet includes the following target categories

      A    Group targets                             -  as a rule 1 - 2 targets
      B    Targets of operative unit                 -  as a rule 1 - 4 targets
      C    Personal targets                          -  as a rule 1 - 2 targets.

      The GMC establishes the basic weighing of the targets annually.

      In case of the change of important  conditions  by internal  reasons (e.g.
      changes in the mission,  the assignment,  the scope, the available means),
      the targets  will be adjusted in a fair way by dialogue  with the superior
      manager.

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                                                                    Exhibit 10.7

4.    Yardsticks for Target Achievement

      A correct  determination of target achievement is of prime importance.  It
      is decisive that the activities of the participants are really oriented to
      the  desired  targets.  Specification  of  the  correct  yardsticks  helps
      visualize the intended direction.  In particular,  it must be ensured that
      quantitative targets are set in the right context and do not lead to wrong
      decision  processes and behavior,  e.g. local  optimization  regardless of
      negative  effects in other  units.  It is  advisable  to specify  relative
      numbers and not absolute  values (e.g.  % of budget).  Targets  should not
      overlap with nor be in contradiction to each other.

      A    Group Targets

           As a basis target,  values referring to the profit and / or liquidity
           of the  METTLER  TOLEDO  Group  are  determined  annually  by the GMC
           together with the weighting. They have to be approved by our Board of
           Directors.

      B    Targets of Operative Unit

           Emphasis is placed on the operative performance of the business unit.
           The targets  must be agreed  between the  employee  and his  superior
           manager in a target  dialogue  and  authorized  by their  responsible
           supervisor.  As a rule, they result from the budget, in proportion to
           the task.

           Possible Target Parameters

           General Managers MOs                  Sales, operational, 
                                                 cash  flow  (OCF),   return  on
                                                 assets      (ROA),      country
                                                 contribution,  costs, ratios of
                                                 assets

           General Managers POs                  OCF, OPBIT, ROA, contribution

           Business Unit Managers                Sales, OCF, OPBIT, cost,
                                                 contribution, assets and
                                                 Managers Administration

           Division and SBU Managers             Consolidated OPBIT etc.

      C    Personal Targets

           The personal targets are established in an intensive dialogue between
           the employee and his / her superior  manager within the set framework
           and must be authorized by their responsible supervisor.

           They  can  be  quantitative   and  /  or  qualitative,   job-oriented
           objectives which must be agreed  individually in the target dialogue.
           An  intermediate  assessment  should  be  recorded  in  brief  by the
           participant every quarter.

           Possible Yardsticks

           Progress of project and action programs; leadership behavior, trainee
           promotion,  orientation  to  our  Corporate  Mission  Statement,  TQM
           progress, broadening of competence.

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                                                                    Exhibit 10.7

5.    Payment

      During the salary year, 90 % of the target salary  (minimum annual salary)
      will be paid,  normally  divided  in 12 equal  monthly  installments.  The
      distribution of this basic amount, however, can vary in certain countries.

      The Company  represented  by the Group  Management  Committee can elect to
      make a payment on account toward the expected  effective  annual salary in
      December  of  the  relevant   business  year  which  is  calculated  on  a
      provisional basis using projected  results.  The amount of such payment on
      account can not exceed 50 % of the presumable total incentive payment.

      The  annual  salary  effectively  attained  is  calculated  as soon as the
      results of the business year and the assessment of the target  achievement
      are known. The difference to the payments already made is usually paid (or
      deducted) until April following the end of the business year.


6.    Termination of Employ during the Calendar Year

      In case of  termination  in the first  half-year of the calendar year, the
      target salary is paid (100 %) pro rata. In case of  termination  of employ
      in the second half-year,  target achievement is measured at the end of the
      year (usual procedure) and the remaining balance will be paid pro rata.


7.    Effective Date

      These   regulations  are  valid  as  of  1993  and  replace  all  previous
      regulations.


For the Group Management Committee:



Peter Burker
Head Human Resources




Enclosure         Example of Settlement

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                                                                    Exhibit 10.7

Example of POBS Settlement

The calculation is performed for both POBS categories  (category 1 = 90 / 120 %;
category 2 = 95 / 110 %.

1.    Fundamentals
      Target with weighting specified (see under point 3).

      POBS Category                           Category 1          Category 2
                                             (90 / 120 %)        (95 / 110 %)
                                             -------------       ------------

      Annual target salary (local currency)  110'000.00 or        110'000.00
      Maximum income / year                  132'000.00 or        121'000.00
      Minimum income / year                   99'000.00 or        104'500.00

2.    Assessment of the Target Achievement and Calculations


             Group Target    Specified      Assessment           Result
                             Weighting      Target Achievement   Points
                             (Agreement)    on completion
                             (a)            (b)                  (a) x (b)
                             -----------    ------------------   ---------
      A    Group Targets
      A1   Target 1            10 %           120 %               12.00
      A2   Target 2            20 %           105 %               21.00

      B    Operative Unit
      B1   Target 1            30 %           116 %               34.80
      B2   Target 2            15 %            95 %               14.25
      B3   Target 3            15 %           111.35 %            16.70
                                                                
      C    Personal
      C1   Target 1             5 %            90 %                4.50
      C2   Target 2             5 %           120 %                6.00

      Total assessment        100 %                              109.25

3.    Settlement
                                                     Category 1     Category 2
                                                      (90 / 120 %)  (95 / 110 %)
                                                     -------------  ------------
      Annual target salary                             110'000        110'000

      Annual salary attained with 109.25
      points in % of annual target salary              109.25 %       104.63 %

      In local currency (LC)                           120'175        115'093

      Already paid during year (minimum)               (99'000)      (104'500)
                                                       -------       -------- 

      Balance of payment in April of following year     21'175         10'593


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