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                                                                    EXHIBIT 10.6

                              WENISCHEL CORPORATION
                      NET WORTH APPRECIATION REWARD PROGRAM


Weinschel, Corporation. (the "Company") as part of its planned acquisition of
certain assets of Weinschel Division wishes to grant an incentive to management
which will reward the long term growth of the Company's net worth. The Company
has developed a program of Net Worth Appreciation Rewards (NWARP) which could
allow management to share in the growth of the Company's net worth over the
first five years and one-month of its existence. (as determined using generally
accepted accounting principles as evidenced in Weinschel's audited financial
statements) This specific NWARP Program will terminate on December 31, 2000.

It is the intent of the Company to create NWARP which rewards management in the
form of cash equal to 10% (Ten Percent) of net worth appreciation BEFORE
financial statement recognition of this program. The reward accrual amount will
equal 10% of the current year net income, before NWARP reward accrual, in a year
the Net Worth Appreciation Objective is achieved. If the Net Worth Appreciation
Objective is not met for one or more years, management will still be granted the
NWARP for those years, if in a subsequent period the Net Worth Appreciation
Objective is met, and as long as the term and subordinate debt are liquidated by
the end of the plan (the Comerica $1,700,000 Term Note dated November 30, 1995
and the $1,000,000 in subordinated debt or refinancing thereof). In this event,
the reward accrual will be equal to 10% of the sum of the series of years Net
Incomes or Losses over the period the Net Worth Appreciation Target was not
achieved, plus 10% of the achieved years Net Income.

Payment for the rewards will begin no later than March 31, 2001, and payment for
these rewards may be made equally over three years on a quarterly basis, at the
option of the Company or a management participant. Any unpaid amounts owing from
exercised rewards will bear interest at the prime rate as it exists from time to
time.

It is the intent of the Company to include current management in this Program.
The initial participants would include: Robert L. Stephens; Kurt Brown; Frank W.
MacLean, Jr.; Geoffrey D. Smith; Jimmy Dholoo; William Knill; Hector J.
Hoffmaister; and Ricky J. Wyatt. NWARP awards for a given plan year will be
divided based on the full year average base salary of the participants over the
plan year.

In the event the composition of the Weinschel management team changes from time
to time it may be advantageous to allow new management members to be included in
this Program. The decision to include new members in the Program is at the sole
discretion of the Board of Directors of the parent company. If a new member is
allowed, NWARP awards for the year of entry will be prorated based on a days
participated ratio. Payment of sums owed to new participants will begin no
earlier than the first day of the year following three years of employment.

The anticipated NWARP to be granted to the management team on the following time
schedule, contingent upon attaining the Net Worth Appreciation Objective is as
follows:


<TABLE>
<CAPTION>

           DATE                    NET WORTH OBJECTIVE
         --------                  -------------------
<S>                                <C>
         12/31/96                     $ 1,963,026
         12/31/97                     $ 2,578,896
         12/31/98                     $ 3,409,766
         12/31/99                     $ 4,368,636
         12/31/00                     $ 5,606,506

</TABLE>

The NET WORTH OBJECTIVE above represents Net Worth as determined by Generally
Accepted Accounting Principles before the NWARP accrual, based on the audit
financial statements.

All of the NWARP above will vest on December 31, 2000. The above figures may be
adjusted by the Board of Directors of Weinschel Corporation's parent company if
the future net worth of the Company is affected by presently not contemplated
events such as a recapitalization. Any management person who resigns or is
terminated will lose all non-vested rewards under this program.





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                              WEINSCHEL CORPORATION
                      NET WORTH APPRECIATION REWARD PROGRAM


Note to Participants: Attached please find the Net Worth Appreciation Rewards
Program document. The program rewards us for achieving certain net worth
targets. The rewards are allocated by year over the five year period but are
cumulative over the period subject to debt payment restrictions. For example, if
we miss all early years but achieve the final target, rewards for all years
would be awarded if the Term and Subordinate Notes have been paid off.

The value of the reward accrual equals 10% of Net Income before said accrual.
The total individual awards are then allocated to the participants based on
average salary and paid out in cash at the end of the program to those
participants who employed at the end of the program. The following example
illustrates the mechanics of the program assuming we hit the targets.

<TABLE>
<S>                   <C>
Year 1 approximately   $39,698
Year 2 approximately   $61,587
Year 3 approximately   $83,087
Year 4 approximately   $95,887
Year 5 approximately  $123,787

</TABLE>

Or a total of $404,046 to be divided based on average salary payable in cash per
the plan document.

Remember this is just an illustration of the minimum if we hit the targets.
Actual amounts will be based on actual results.