EXHIBIT 10.2


                           UNITED STATES LEATHER, INC.

                      Executive Incentive Compensation Plan


   I.   Concepts of Plan.  The annual Executive Incentive Compensation Plan
        (the "Plan") of the Company is designed to motivate the key executive
        group in the Company to achieve the EBITDA objective set forth in the
        Company's annual business plan.  The attainment of this objective, at
        minimum, each and every fiscal year is the most reliable way that the
        Company's success and position in the industry can be improved and
        assured.  Half of any targeted Incentive Plan awards to participants
        each fiscal year will be based on attainment of EBITDA for the year
        (target portion).  The other 50% of the awards to the eligible
        members of the management team will be based on their individual
        performance, accomplishments and contributions (discretionary
        portion).  These discretionary awards will be determined by the
        President and CEO, with Board approval.

   II.  Participation.  Participation in the Plan will be restricted to those
        relatively few Company executives who are in positions which enable
        them to materially influence the annual financial results of the
        Company.  The Company President and CEO will propose participants for
        Board approval each fiscal year.  Designation as a Plan participant
        with respect to a given fiscal year shall not confer upon any
        executive the right to continued Plan participation in any subsequent
        fiscal years unless the executive is formally proposed and approved
        as a participant in each subsequent fiscal year.

   III. Target Award Opportunities.  Each Plan participant shall have an
        assigned Target Award Opportunity which shall be expressed as a
        percentage of the participant's annual base salary as of the first
        day of each fiscal year or at the time the executive was first
        designated a Plan participant if this occurs after the commencement
        of a given fiscal year.  Individual Target Award Opportunities will
        be approved for each fiscal year by the Board.

   IV.  Performance Measurement and Standards.  For each fiscal year, a
        targeted dollar level of EBITDA will be established for the Company
        in its annual business plan.  A maximum performance level will also
        be established for this performance measure.  The maximum EBITDA
        standard will be set at one hundred fifty percent (150%) of the
        targeted level.  Setting the maximum standard 50% above the target
        and permitting a 2% increase in the Target Award for each 1% increase
        in EBITDA above target is a logical and reasonable way of
        motivating/rewarding above-target achievement.  At maximum (a 50%
        increase over the target level), the Target Award Funding of
        participants will double.  The increased operating success
        represented by performance at the maximum level (50% above target)
        more than economically justifies the added cost of the Incentive
        Plan.

        Attachment I, Matrix for Calculating Percentage of Target Achieved,
        indicates, for various EBITDA achievements, the awards which fall
        between target and maximum standards.

   V.   Annual Incentive Plan Payouts.  In the case of participants in the
        employ of the Company during an entire fiscal year, half of each
        participant's Target (and maximum) Incentive Award Payout will be
        based on the attainment of the annual business plan's EBITDA.

        In the case of executives hired after the commencement of the fiscal
        year who are approved for Plan participation, awards will be prorated
        for the portion of the fiscal year that they were participants.

        The other 50% of the Target Incentive Award Opportunity in any given
        fiscal year will be paid out to participants taking into account each
        individual's actual performance and contribution to the Company.  The
        total award for each participant may not exceed twice the Target
        Award Opportunity for any participant.  Awards will be recommended by
        the President and CEO for the approval of the Board.

   VI.  Board of Director Involvement.  This Plan shall be approved by the
        Board annually.  The Board shall approve Plan participants for each
        fiscal year, Target Award Opportunities for participants, and target
        and maximum performance standards for the key financial measure.  The
        Board shall also approve a schedule which outlines the award
        opportunity earned for performance achievement which falls between
        target and maximum standards.

        Following the end of each fiscal year, the Board shall measure the
        Company's performance versus the key financial measure and determine
        the awards payable to each Plan participant.  The President and CEO's
        recommended discretionary incentive awards to individual participants
        shall be approved by the Board so award payments may be made no later
        than 120 days following the completion of a fiscal year.

   VII. Participant Rights.  Nothing in this Plan shall be construed as
        guaranteeing any participant:  any contractual rights to any award or
        to continued employment with the Company; any rights to award
        payments with respect to any fiscal year in which the employee has
        been designated a Plan participant; or any rights to continued Plan
        participation in subsequent fiscal years.  The Board must expressly
        designate the participants to be included in the Plan in each
        subsequent fiscal year.

        In the event a Plan participant's employment is involuntarily
        terminated by the Company before the end of a fiscal year for reasons
        other than job performance or cause, the terminated participant may
        be entitled to a prorated payment generated by Company performance.
        The President and CEO shall evaluate each situation on a case by case
        basis and recommend awards, where applicable, for Board approval.
        Approved payments shall be made after the end of the fiscal year when
        all other Plan awards are paid and shall normally be based on the
        number of full months of completed service during the fiscal year at
        the time of participant's termination.

   VIII.Effective Date, Term and Amendment.  The Plan shall become
        effective at the beginning of the Company's 1997 fiscal year and
        shall continue in effect during each subsequent fiscal year until the
        termination of the Plan by the Company's Board of Directors.  The
        Board shall be empowered to amend or discontinue the Plan at any time
        provided such Plan amendment or discontinuance does not adversely
        alter or affect any Plan participant's rights with respect to any
        fiscal year in progress without the prior written approval of the
        participant.

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                                  ATTACHMENT I

                             MATRIX FOR CALCULATING
                       PERCENTAGE OF TARGET AWARD ACHIEVED

                     Actual EBITDA
                   as a Percentage of   Percentage of Individual
                    Budgeted EBITDA       Target Award Achieved

                 MAXIMUM     150.0%               200.0%
                             110.0                120.0
                             109.0                118.0
                             108.0                116.0
                             107.0                114.0
                             106.0                112.0
                             105.0                110.0
                             104.0                108.0
                             103.0                106.0
                             102.0                104.0
                             101.0                102.0
                 TARGET      100.0                100.0

   EXPLANATORY NOTES:

        (1)  Actual performance between 101% and 150% of the Target
             Performance Level produces a 2% increase in the percentage of
             Target Award Opportunity earned for each 1% improvement in
             performance above 100%.

        (2)  The "target" is the actual EBITDA specified in the annual
             business plan.  Assuming a $40 million "target" for EBITDA in a
             given fiscal year, while the "maximum" would be met by a $60.0
             million achievement.

   <PAGE>
                      EXECUTIVE INCENTIVE COMPENSATION PLAN

                     PARTICIPANTS & TARGET AWARD PERCENTAGES


            Manufacturing

                 Sr. Vice President                              60%
                 Dir. MKE Operations                             40%
                 Dir. Omaha Operations                           40%
                 Dir. Conover Operations                         40%
                 Omaha Ramp up Team (2 positions)                25%

            Sales/Marketing

                 Sr. V.P. Sales                                  60%
                 V.P. Sales - Furniture                          50%
                 V.P. Sales - MKE                                50%
                 V.P. Sales/Contract Administration - Auto       50%
                 Dir. Marketing - MKE                            25%
                 Dir. Marketing - Furniture                      25%
                 Customer Service - MKE                          20%
                 Customer Service - Furniture                    20%

            Finance

                 CFO                                             60%
                 Controller/Cost Accounting & Analysis           25%
                 CAO                                             25%

            Other

                 VP Human Resources                              40%