EXHIBIT 10.3



Mr. Hans-Peter von Arb

June 1, 2006

Dear Mr. Hans-Peter von Arb:

The company has requested that you file US income tax returns for tax years
starting with the 2006 tax year to ensure you are in full compliance with
US tax laws. This filing requirement is due to your working part of your
time in the United States in your capacity as an officer of Mettler-Toledo
International Inc.

As a Swiss tax resident, generally you are already subject to Swiss income
taxes on earnings related to US workdays. Although a portion of your
earnings subject to tax in the U.S. may be excluded from taxation in
Switzerland, depending on your situation, a double taxation cost could
result absent the provisions of this agreement.

You will also have additional tax return preparation costs associated with
the filing of US income tax returns, and, possibly, in connection with
filing your Swiss tax declaration.

In connection with these matters, we have agreed to seek to keep you in the
same position that you would have been in had no US income tax return been
filed. It is our intention that your financial situation be no better and
no worse than if no US returns were filed. In particular, we have agreed to
the following:

ADDITIONAL INCOME TAXES

The company will pay any higher income taxes that result from your filing
US income tax returns, whether in the United States or in Switzerland.

ADDITIONAL TAX RETURN PREPARATION EXPENSES

The company will engage and pay for accountants to prepare your US income
tax returns, and will also pay for any additional counseling necessary to
prepare and file your Swiss tax declaration in the future if the filing
requires changes from the process followed in prior years.

TAX PAYMENTS

     The company will pay your US tax liabilities on your behalf, as well
as any interest and penalties due on this additional tax liability,
provided that you comply with requests from the company and/or the
accountants in a timely manner. For ease of administration these payments
will be made directly by the company to the Internal Revenue Service. To
the extent that your Swiss tax liability is increased by virtue of the
payment of these taxes on your behalf by the company, you will be
reimbursed with a 50% gross-up to preserve your financial situation as if
no such payments had been made.

You agree that any amount by which your Swiss tax liability is decreased
from what it would have been had the US tax payments not been made, will be
promptly repaid to the company as soon as your Swiss tax liability for a
given year has been paid and an equalization calculation is prepared on the
company's behalf.

COVERAGE AND SCOPE OF AGREEMENT

This agreement covers all income related to your employment with METTLER
TOLEDO, including income upon option exercises or other equity incentives.
This agreement does not extend to income from sources other than METTLER
TOLEDO, except for passive income on US investments to the extent not
otherwise subject to taxation in Switzerland.

If your employment with the company is terminated, this agreement will
continue to apply until all tax returns that report METTLER TOLEDO source
income have been filed and tax liabilities related to METTLER TOLEDO income
have been concluded. In addition, it is the intent of the company, to only
indemnify you for incremental taxes as if income from METTLER TOLEDO was
your only US source income.

If you are in agreement to proceeding on this basis, please sign below and
return a copy.

METTLER-TOLEDO INTERNATIONAL INC.

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By:     William P. Donnelly
Title:  Chief Financial Officer


Acknowledged and Agreed:


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Hans-Peter von Arb