BONTEX, INC.
                 1997 - 1998 SENIOR MANAGEMENT INCENTIVE PLAN

The 1997 - 1998 Senior Management Incentive Plan is designed to promote the
interests of Bontex, Inc. by providing an incentive to senior managers whose
decisions and actions significantly affect the growth and profitability of
Bontex, Inc.

1.    PARTICIPANTS

      Participation in the plan will be limited to senior managers of Bontex
      whose decisions and actions significantly affect the Company's growth, new
      product development, expanded markets, cost containment, and
      profitability.

      Each year the Compensation Committee shall recommend for approval by the
      Board all employees selected for participation, including the amount of
      their maximum incentive award.

2.    AWARD AND OBJECTIVES FOR 1997 - 1998

   A. For the year ending June 30, 1997, Bontex, Inc. will pay a bonus to James
      C. Kostelni, CEO; Jeffrey Kostelni, CFO; David Dugan, Controller/Corporate
      Secretary; Charles Kostelni, Corporate Controller/Assistant Treasurer;
      Larry Morris, Technical Sales Director; John Nein, Technical Manager;
      Harmonson Floyd, Chief Engineer/Director of Manufacturing; Mike Breton,
      Director of International Operations, Bontex S.A.; Pierre Pallage,
      Technical/Plant Manager, Bontex S.A.; Hadelin Mothet, Financial
      Director/Assistant General Manager, Bontex S.A.; Tarcisio Pasquali,
      General Manager, Bontex Italia. Should sales and earnings of Bontex, Inc.
      exceed specified amounts for the year ending June 30, 1998, as presented
      in the Fiscal 1998 budget dated 6/16/97, each participant will receive 10
      percent of their base salary:

                                                      Consolidated
                  Net sales                           $47,300,000
                  Operating profit                     $2,829,271

      The above financial targets for revenues and profitability are based on
      the Fiscal 1998 budget with the following exchange rates: US$/BF35.48;
      US$/ITL1,585; and BF/ITL 2.10. The impact of material changes in foreign
      currency exchange rates on the translation of the financial statements
      will be excluded from the comparison of these financial objectives to
      actual results.

      Furthermore, the company must be in profitable position as determined
      sufficient by the Compensation Committee after considering the impact of
      the translation adjustments for the payment of any bonuses under the
      Senior Management Incentive Plan.


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   B. Each participant can earn an additional 10 percent of their base salary
      for achieving measurable individual objectives assigned to them by their
      immediate supervisor, as approved by the Chief Executive Officer (CEO) or
      Compensation Committee.

3.    MISCELLANEOUS

   A. In the first quarter of the plan year, each selected participant will be
      notified, in writing, of the amount and terms of the incentive awards. The
      plan year begins the 1st of July and ends the 30th of June of the
      following year.

   B. Payment of each participant's award will be made as soon as possible or
      within 90 days after the end of the plan year. Incentive awards will be
      paid in dollars.

   C. Each participant may earn their award based on an evaluation of the
      individual's performance against specific objectives. The base salary will
      be the annual amount paid the participant as of July 1, 1997.

   D. In the event of death, retirement, or termination (except for cause), a
      pro rata share of the participant's award, if earned, will be based on an
      evaluation of the period of actual participation. Only the Board of
      Directors, with the recommendation from the Compensation Committee, may
      approve payment before the end of the plan year.

   E. At the end of the plan year, the Compensation Committee will make the
      determination of the appropriate payment, or lack thereof. The Committee
      will recommend to the Board of Directors an amount considered appropriate;
      and that the Board of Directors authorize the payment of the additional
      compensation. It may recommend to the Board of Directors an increase or
      decrease in the amount of any or all incentive awards if, in its sole
      judgment, extraordinary or unanticipated circumstances warrant such
      action.

   F. This plan may be terminated at any time effective July 1 of the following
      year. This plan may be altered or amended at any time, with the
      recommendation of the Compensation Committee and the approval of the
      entire Board, as long as such revisions do not impair the rights of any
      participant granted an award.

   G. The terms of this plan do not constitute a contract or employment for a
      defined period, and all participants continue as employees at will.


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