EXHIBIT 10


                         SHORT TERM CASH INCENTIVE PLAN
                         ------------------------------


A.       Purpose
         -------

         Foster senior executive team work and better planning techniques;
         connect quarters to compensation and make incentive payments:

         o  simple
         o  significant
         o  definitive
         o  effective


B.       Short Term
         ----------

         1.       Set targets annually. Net Operating Profit ("NOP"), Economic
                  Profit ("EP"), etc.

         2. (a)   Bonus for Segment =
                                            80%      Segment performance
                                            20%      Personal

            (b)   Bonus for Corporate =
                                            75%      Corporate performance
                                            25%      Personal

         3.       Target hit (net of all bonuses) creates a pool based on
                                     ---
                  aggregate salaries of all persons in the pool for that year,
                  as follows:

                           Did not meet threshold (i.e., less than 90% of
                           Target = 0)

                           Threshold = not less than 90% of Target = 25% of
                           salaries Target = not less than 100% of Target = 60%
                           of salaries

                           Excess = Excess of Target = linear progression up to
                           300% of salaries


                               Exhibit 10, page 1
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         4. (a)   1999 pool for MCS would equal total of base salaries of MCS
                  executives in the plan.

            (b)   1999 pool for ECS would be equal total of base salaries of ECS
                  executives in the plan.

            (c)   1999 pool for Corporate would equal total of base salaries of
                  Corporate executives in the plan.

            (d)   Segments free to establish bonus pools for persons below the
                  team of senior executives (see 4(a) and (b)). But payment must
                  be net to threshold or no incentive to senior group.


         5.       Targets would float annually and be set at beginning of
                  each year.


         6.       Pay out objective portion quarterly. Personal portion paid out
                  end of year. So "hit" of target creates pool each quarter, 80%
                  (75% in the case of Corporate) of which is distributed each
                  quarter. 20% (25% in the case of Corporate) of each pool held
                  back to year end to deal with personal goals.

                           -   No carryforward quarter to quarter

                           -   No accumulation


         7. a.    Pool distributed as determined by Segment President in
                  consultation with CEO based upon Segment President's
                  assessment of performance/contribution in attainment of
                  targets.

            b.    Corporate pool distributed by CEO in consultation with TNL
                  Executive Compensation Committee.


C.       Effective
         ---------

              o  7/1/99; effective for Q-3 and Q-4.


                               Exhibit 10, page 2
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