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                                                                    EXHIBIT 10.2

                        MANAGEMENT INCENTIVE PLAN (MIP)
                        -------------------------------
                              MEASUREX CORPORATION
                              --------------------



OBJECTIVES
----------


    1.  To attract, motivate and retain key management personnel who can,
        through their collective and individual efforts, help achieve the
        Company's growth and profit objectives.


    2.  To provide the means for individual executives to share in the success
        of the Company to the extent that the Company is successful and their
        relative performance so warrants.



ELIGIBLE PARTICIPANTS
---------------------


    1.  Key management personnel eligible to participate in the program are
        determined each year by the Chairman and CEO and approved by the
        Compensation Committee of the Board of Directors.


    2.  Each participant prepares a detailed set of objectives for the year.
        They should be as quantitative as possible. These objectives, when
        approved by the Chairman and CEO, will constitute the primary measure of
        performance during the year in question.



DETERMINATION OF INCENTIVE FUND
-------------------------------


    1.  The total amount available for distribution to the MIP incentive fund is
        determined at the beginning of each year by the Compensation Committee
        of the Board of Directors. The total amount may not exceed 80% of all
        participants' base salaries. If the earned payout exceeds the capped
        payout of 80% of salaries, the difference may be accrued for
        distribution in the future as determined by the Compensation Committee.


    2.  The basis for determining each year's actual distribution to the MIP
        incentive fund is established and approved by the Compensation Committee
        of the Board of Directors annually. The basis is determined by a
        composite of factors critical to the company's performance and can
        include orders, sales and earnings growth; as well as inventory and
        receivables management.
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MANAGEMENT INCENTIVE PLAN (MIP)
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DETERMINATION OF INDIVIDUAL AWARDS
----------------------------------

    1.  The Chairman and CEO will recommend to the Compensation Committee of the
        Board of Directors for approval the amount to be awarded each
        individual. The amount will be determined on the basis of appraisals
        measuring the relative contribution made by each eligible participant.


    2.  The award will be the composite result of a position factor and a
        performance rating.


    3.  Each position is given a position factor representing the relative
        opportunity of the incumbent of the position to contribute to the
        Company's major objectives under the Plan.


    4.  Each participant will be assigned a performance rating based on careful
        appraisal of performance against individualized objectives. The
        following scale will be used as a guide to provide numerical performance
        rating: 
        
        <TABLE>
        <CAPTION>
                  PERFORMANCE         SCALE
                  -----------         -----
                  <S>                 <C>
 
                  Outstanding             4
                  Superior                3
                  Above Standard          2
                  Standard                1
                  Below Standard          0
        </TABLE>

        Participants terminating within the fiscal year will receive "0"
        rating. Ratings may be in .1 increments.


    5.  Individual payouts from the fund will be distributed on the basis of the
        combination of the previously defined elements - Position Factor and
        Performance Ratings. The various Position Factors are multiplied by the
        Performance Rating on an individual basis and a number of "shares" of
        the Management Incentive Fund is derived for each participant.
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1996 MANAGEMENT INCENTIVE PLAN (MIP)
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    6.  Modifications of awards can be proposed to the Compensation Committee of
        the Board of Directors when, in the judgment of the Chairman and CEO,
        such adjustments more fairly represent the relative contribution of
        eligible participants to Company objectives.


    7.  Participants who enter or leave the Plan during the fiscal year, but
        remain with the Company, will receive pro-rated shares based on the
        length of their participation.


    8.  Payments, assuming Compensation Committee approval, will be made as soon
        after the end of the fiscal year as possible. Audited financial results
        will be utilized. Payments under the Plan will be received in one lump
        sum.


    9.  The Compensation Committee of the Board of Directors shall have the
        right to alter the fund, based upon extraordinary circumstances, which
        in their view are beyond the control of corporate management, to reflect
        the "true evaluation performance" relative to original plans.

   10.  After a participant has been with Measurex for one year, the company
        will make a pretax Automatic Contribution to the participant's account
        in the Measurex Retirement Result$ Plan. This contribution will reduce
        dollar-for-dollar the amount of the bonus paid under the Management
        Incentive Plan.