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                                                                    EXHIBIT 10.7

                            KDI/TRIANGLE CORPORATION
                      NET WORTH APPRECIATION REWARD PROGRAM


  KDI/Triangle Corporation (KDI) developed this Net Worth Appreciation Reward
  Program (the Program) to reward participants for the long term growth of KDI's
  Net Worth.

  This Program allows management shareholders to share in the growth of KDI's
  Net Worth as determined using generally accepted accounting principles as
  evidenced in KDI's audited financial statements. This Program begins on
  January 1,1997 and terminates on December 31, 2001, at which time all benefits
  for management shareholders participating since at least January 1, 1999 will
  vest. Management shareholders employed subsequent to January 1, 1999 will vest
  on the last day of the year following three years employment.

  Management shareholders are defined as KDI employees who have owned stock in
  MCE Companies, Inc. any time during the period beginning January 1,1997 and
  ending December 31, 2001. The amount accrued annually to an individual
  management shareholder will equal the percentage of his or her annual W-2
  compensation (once qualified to purchase shares in MCE) to the total annual
  W-2 compensation of all management shareholders for each of the years 1997
  through 2001, applied to the total amount accrued each year under this Net
  Worth Appreciation Reward Program.

  Annually, KDI will accrue the reward under this Program provided that the "Net
  Worth Appreciation Objective" (the Objective) is met. The 1997 Objective
  represents the Net Income of KDI before the calculation of this accrual, as
  determined by generally accepted accounting principles and evidenced by the
  annual independent audit. The 1998 objective represents EBITDA before the
  calculation of this accrual, as determined by generally accepted accounting
  principles and evidenced by the annual independent audit The annual objectives
  are as follows:

<TABLE>
<S>                                    <C>
           1997                        increase of $578,000
           1998                        EBITDA of $3,690,000
           1999-2001                   to be determined
</TABLE>


  The amount accrued for each of the years 1997 through 2001 under this Program
  will be 10% of KDI's annual net income, as defined in this paragraph, provided
  that the Objective for the applicable year is met. Net income is defined as
  income after all expenses (including the management bonus accrual which is
  based on free cash flow) other than this Program's accrual, less an accrual
  for federal and state income taxes calculated on such income, all as
  determined by generally accepted accounting principles and evidenced by the
  annual independent audit.

  Should KDI fail to meet the Objective for one or more years and subsequently
  achieve a subsequent year's Objective, the net income or loss for the years
  when the Objective was not achieved will be added to or subtracted from the
  current year net income when calculating the current year accrual

  Payment of the accrued benefits to management shareholders employed by KDI on
  or prior to January 1, 1999 will occur no earlier than January 1, 2002 nor no
  later than March 31, 2002. At the option of either the management shareholder
  or KDI, payments may be made quarterly over three years beginning March 31,
  2002. Payment of the sum of benefits to management shareholders employed by
  KDI subsequent to January 1, 1999 will be no earlier than the first day of the
  year following three years employment, but no later than March 31 of the same
  year or, at the option of either the management shareholder of KDI, quarterly
  over three years beginning March 31 of such year. The management shareholder
  must be employed on the date payments begin in order to receive any benefits
  under this Program. Any benefits not paid in one lump sum, will bear interest
  at the prime rate as it exists from time to time, from January 1 of the year
  vesting occurs until the date of payment.

  This Program can be modified by the MCE Companies, Inc. Board of Directors,
  when the Board, in its sole discretion, deems it necessary or in the event of
  acquisitions, payment of dividends, or other net worth adjustments. If the
  plan is terminated early, all benefits earned as of that date are frozen, then
  vested and paid out in accordance with the above schedule.