EXHIBIT 10.21
 
                   ENVIRODYNE INDUSTRIES, INC.
                         CORPORATE OFFICE
                       SEVERANCE PAY POLICY


     Envirodyne Industries, Inc. (the "Company") hereby adopts the
Envirodyne Industries, Inc. Severance Pay Policy (this "Policy") for its
eligible employees at its Corporate Office effective as of May 15, 1996 and
thereafter until otherwise amended or terminated by the Company; provided,
                                                                 --------
however, that in the event a Change of Control (as hereinafter defined) or
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the elimination or consolidation of all or part of this office occurs
during the term of this Policy, the term of this Policy shall be deemed to
be extended to and including the anniversary date twenty-four (24) months
following the effective date of such Change of Control or office
consolidation or elimination.  With respect to "Employees" as defined in
Section A, this Policy shall replace and supersede any and all other
policies, plans or programs of the Company regarding severance benefits.

     A.   Covered Employees
          -----------------

          All permanent, full-time salaried executive and administrative
     personnel employed by the Company at its Corporate Office (Employees)
     are  covered by this Policy.

     B.   Eligibility
          -----------

          An Employee shall be eligible for the severance pay set forth in
     this Policy in the event of any actions/decisions deemed to eliminate
     or consolidate all or part of this office including, but not limited
     to, a Change of Control or office consolidation or elimination and:

     (1)  any involuntary separation of employment from the Company for any
          reason other than death, disability or willful misconduct on the
          part of the Employee;

     (2)  any voluntary separation of employment from the Company following
          a reduction in the Employee's base compensation and/or incentive
          bonus opportunity from that in effect on the day immediately
          before the effective date of the Change of Control or office
          consolidation or elimination; or

     (3)  any voluntary separation of employment from the Company following
          a reduction in the Employee's principal responsibilities from
          those in effect on the day immediately before the effective date
          of the Change of Control or office consolidation or elimination.

     C.   Amount of Severance Pay
          -----------------------

          An Employee eligible for severance pay under Section B shall
     receive the following:

     (1)  Cash Payment

          (a)  Employees in VP; I-P and I of the Approved Company 
               --------------------------------------------------
               Management Incentive Plan
               -------------------------

               An amount equivalent to twenty-four (24) months' salary (at
               the highest annual rate in effect during the three-year
               period prior to termination), plus a target bonus under the
               Management Incentive Plan (MIP) in effect at the time of
               termination.

          (b)  Other Approved Company Management Plan Participants
               An amount equivalent to twelve (12) months' salary (at the
               highest annual rate in effect during the three-year period
               prior to termination), plus a target bonus under the
               Management Incentive Plan (MIP) in effect at the time of
               termination.

          (c)  All Other Employees
               -------------------

               An amount equivalent to six (6) months salary (at the
               highest annual rate in effect during the three year period
               prior to termination), plus "notice pay" equivalent to one
               (1) month's pay.

          (d)  Form of Payment
               ---------------

               Employees shall elect to receive their cash severance
               payment in a single lump sum or in semi-monthly installment
               payments, consistent with paragraphs (a), (b) and (c) above
               and the Company's established payroll procedures for the
               duration of the severance period.  All cash severance
               payments will be net of all applicable federal and state
               withholding taxes.  An Employee receiving installment
               payments may at any time elect to suspend such future
               payments and receive any remaining installments in a lump
               sum.

     (2)  Group Insurance
          ---------------

          Medical, life and dental insurance benefits, if any, in effect
          at the time of termination shall be extended to the earlier of
          when the Employee is covered by another employer's plan or:

          (a)  for any Employee electing cash severance payment in a single
               lump sum, six (6) months after termination.

          (b)  for any Employee electing cash severance payment in
               installment payments, the end of the month in which the
               severance installment payments expire.

          (c)  All other insurance coverage (LTD; AD/D; travel/ accident)
               will cease effectiveness as of the conclusion of the severed
               employee's last day of active employment.

     (3)  Envirodyne Retirement Savings Plan
          ----------------------------------

          Participation in the Envirodyne Retirement Income Plan will cease
          as of the employee's last day of active employment.  Company
          contributions to the Plan on behalf of such employee will also
          cease of the employee's last day of active employment.  The act
          of severance as defined in this Policy will, however, cause an
          acceleration of the vesting provision of the Plan such that the
          terminated employee will be one hundred percent (100%) vested in
          the company's contributions on his/her behalf as of the last day
          of the employee's active employment with the Company.

     (4)  Vacation
          --------

          Employees shall receive cash payment for earned but not taken
          vacation in addition to severance pay. Payments for earned but
          not taken vacation shall be made at the time of termination.

     (5)  Executive Automobiles
          ---------------------

          For those participants, the act of severance as defined in this
          policy shall result in the acceleration of the monthly automobile
          allowance remaining under each executive's lease arrangement in
          place at the time of separation.  The executive, however, will
          become responsible for all expenses associated with the operation
          of the car, i.e., insurance, maintenance and repair, registration
          fees, etc.  This payment will be made to the executive at the
          time of separation and will be grossed up for income tax purposes
          at the executive's rate of tax withholding, both federal and
          state.

     (6)  Outplacement
          ------------

          At the discretion of the Company, outplacement services may be
          provided for Employees in the manner determined by the Company. 
          No payment shall be made to an Employee in lieu of outplacement
          services.
 
     D.   Severance Policy Integration
          ----------------------------
 
          Notwithstanding any provision of this Policy to the contrary, the
     severance pay under this Policy shall be reduced by the severance
     benefits then payable to an Employee under any other agreement,
     understanding, plan, policy, program or arrangement of the Company or
     a subsidiary of the Company.

     E.   Other Company Payments
          ----------------------

          In addition to any severance benefits payable to an Employee
     under this Policy, such Employee shall be entitled to receive all
     benefits payable under any other plan or agreement of the Company
     unrelated to severance benefits.

     F.   Change of Control Definition
          ----------------------------

          A "Change of Control" for purposes of this Policy shall mean the
     occurrence of either of the following events:  (i) any person (as such
     term is used in Sections 13(d) and 14(d) of the Securities Exchange
     Act of 1934 (the "Exchange Act")) is or becomes a "beneficial owner"
     (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except
     that a person shall be deemed to have "beneficial ownership" of all
     shares that any such person has the right to acquire whether such
     right is exercisable immediately or only after the passage of time),
     directly or indirectly, of more than 50% of the Common Stock of the
     Company or (ii) during any period of two consecutive years,
     individuals who at the beginning of such period constituted the Board
     of Directors of the Company (together with any new or replacement
     directors whose election by such Board or whose nomination for
     election by the shareholders of the Company was approved by a vote of
     a majority of the directors of the Company then still in office who
     were either directors at the beginning of such period or whose
     election or nomination for election was previously so approved) cease
     for any reason to constitute a majority of the Board of Directors of
     the Company then in office.

     G.   General Release
          ---------------

          Notwithstanding Section B or any other provision of this Policy
     to the contrary, in order to receive any severance pay under this
     Policy, an Employee must sign a statement, in such form as determined
     by the Company, which releases the Company and its subsidiaries,
     shareholders, directors, officers, employees, successors and assigns
     from any existing and future claims except as such claims of any
     nature relate directly to the payment of any benefits due under this
     Policy or any other severance benefit.

     H.   No Alienation of Severance Benefits
          -----------------------------------

          No interest of an Employee or his spouse or any other beneficiary
     under this Policy, or any right to receive any payments or
     distribution hereunder, shall be subject in any manner to sale,
     transfer, assignment, pledge, attachment, garnishment, or other
     alienation or encumbrance of any kind, nor may such interest or right
     to receive a payment or distribution be taken voluntarily or
     involuntarily, for the satisfaction of the obligations or debts of,
     or other claims against, an Employee or his spouse or other
     beneficiary, including claims for alimony, support, separate
     maintenance, and claims of bankruptcy proceedings.

     I.   Administration
          --------------

          The President of the Company and the Vice President, Human
     Resources of Envirodyne Industries, Inc. be responsible for
     interpreting and assuring the effective administration of this Policy.
     All exceptions to or interpretations of this Policy must be approved
     in advance.

     J.   Duration of Policy
          ------------------
          This Policy shall become effective as of May 15, 1996, and shall
     remain in effect until this Policy is otherwise amended or terminated
     by the Company; provided, however, that in the event a Change of
     Control or the elimination or consolidation of all or part of this
     office occurs during the term of this Policy, the term of this Policy
     shall be deemed to be extended to and including the anniversary date
     twenty-four (24) months following the effective date of such Change
     of Control or office consolidation or elimination.

     IN WITNESS WHEREOF, Envirodyne Industries, Inc. has caused this
instrument to be executed by its duly authorized officer on May 15, 1996.

                              ENVIRODYNE INDUSTRIES, INC.

                              By: __________________________
                                  F. Edward Gustafson
                                  Chief Executive Officer
                                  Envirodyne Industries, Inc.