ENVIRODYNE INDUSTRIES, INC.
                      CORPORATE OFFICE
                 MANAGEMENT INCENTIVE PLAN
                     Fiscal Year 1995


 I.  Purpose
     -------
     The Envirodyne Industries, Inc. Management Incentive Plan
     (MIP) has been established for Fiscal Year 1995 for those
     covered employees defined under Section III below.

     The purpose of this Management Incentive Plan is to provide
     additional compensation to participants for their
     contribution to the achievement of the objectives of the
     Company including:
     
     -     Assisting in attracting and retaining highly qualified
           key employees. 

     -     Encouraging and stimulating superior performance by
           such personnel.

II.  Definitions
     -----------

     A.    Base Salary equals the salary earnings for the portion
           -----------
           of the Fiscal Year during which the participant was an
           active employee in the particular level of management
           for which the computation is being made.  Salary
           earnings do not include Plan awards, long-term
           incentive awards, imputed income from such programs as
           executive life insurance or non-recurring earnings
           such as moving expenses and is based on salary
           earnings before reductions for such items as
           contributions under Section 401-(K) of the Internal
           Revenue Code of 1986 as amended.

     B.    Company means Envirodyne Industries, Inc., its
           -------
           successors and assigns.

     C.    Fiscal Year means the Company's Fiscal Year beginning
           -----------
           January 1 and ending the last day of December.

     D.    Plan means the Envirodyne Industries, Inc. Management
           ----
           Incentive Plan as from time to time amended.

     E.    Executive Vice President and Chief Operating Officer
           ----------------------------------------------------
           means the Executive Vice President and Chief Operating
           Officer of D.P. Kelly & Associates.

     F.    Financial Targets are the financial goal(s)
           -----------------
           appropriate to the company for the Fiscal Year.  These
           goals are identified in Exhibit B and are
           specifically identified by participant in Exhibit C.


      G.   Discretionary Goals refer to the personal goals and
           -------------------
           objectives set by each participant and his/her
           supervisor at the beginning of each Fiscal Year
           against which performance is measured.

III.  EMPLOYEES COVERED BY THIS PLAN
      ------------------------------
      The Plan is applicable to those management employees and
      other key personnel in the management levels specified in
      the attached Exhibit C.

 IV.  FINANCIAL AWARD
      ---------------
      A participant in the Plan shall be entitled to a Financial
      Award computed in accordance with the following formula:  
      Base         Financial        Bonus            Financial
      Salary   x   Performance  x   Percent      =   Performance
                   Incentive        Allocated        Award
                   Earned           To Financial
                                    Targets

      Where:

    -    "Base Salary" is as defined in Section II A.

    -    "Financial Performance Incentive Earned" is determined
         by the relationship of actual achievement to targeted
         goals and can range from target to maximum, with full
         attainment of the financial goals equating to the target
         for each measure as set forth in the business plan.  The
         target/maximum range for each participant is a function
         of management level slotting (See Exhibit C).  The
         relationship of actual achievement to the performance
         range will be determined by using  straight-line 
         interpolation for achievement between the target and the 
         maximum  of the payout range as  applicable  (see
         Exhibit B).  Actual performance below target will result
         in no award being paid on that particular financial
         measure.

    -    "Bonus Percent Allocated To Financial Targets" shall
         range from 0% to 100%.

                If a participant was in more than one management level during
    a Fiscal Year, a separate computation shall be made for each
    level applicable to the participant during such Fiscal Year;
    the sum of the separate computations shall be the
    participant's Financial Performance Award.


V.  Personal Performance Award
    --------------------------
    Goals for each participant are to be developed jointly by the
    participant and his/her supervisor at the beginning of a
    Fiscal Year.  It is anticipated that both quantifiable and
    non-quantifiable goals will be developed in the process. 
    Each goal should be weighted from 0% to 100%, with the sum of
    the weights equal to 100%.

    A participant in the Plan shall be entitled to a Personal
    Performance Award computed in accordance with the following
    formula:

      Base         Personal         Bonus            Personal 
      Salary   x   Performance  x   Percent      =   Performance
                   Incentive        Allocated        Award
                   Earned           To Personal 
                                    Objectives
            
      Where:

      -    "Base Salary" is as defined in Section II A.

      -    "Percent of Personal Objectives Achieved" ranges from
           0% to 100% and is determined by the agreed upon
           performance of the individual against pre-established
           individual goals.

    -      "Percent of Bonus Allocated to Personal Objectives"
         shall range from 0% to 100%.

    It is intended that the participant and his/her supervisor
    will agree on meaningful individual goals.  The following is
    a partial list of the type of goals or objectives that may be
    developed:

    -    Achievement of income goals

    -    Development of subordinates

    -    Successful development of new accounts/products

    -    Improvement in product merchandising programs

    -    Attainment of self-development objectives
    -                Control or reduction of operating expenses

       At the end of a Fiscal Year, each participant will review
       and evaluate his/her accomplishment of personal goals and
       objectives.  The participant and his/her supervisor will
       then review the preliminary rating.  Thereafter, the
       supervisor will assign a Personal Performance %, from 0%
       to 100%, reflecting the participant's achievement of
       his/her goals during such Fiscal Year.  The Personal
       Performance % recommendation of the supervisor shall be
       reviewed by the President of the Company, who shall
       recommend an appropriate Personal Performance % to the
       Executive Vice President and Chief Operating Officer who
       shall approve the final Personal Performance % for each
       participant.

 VI.   Performance Measures, Targets and Payout Ranges
       -----------------------------------------------
       The financial performance measures, targets and payout
       ranges used for incentive purposes shall be established by
       the Company based on the annual business plan.  Those
       measures, targets and payout ranges, as appropriate, shall
       be approved  by the Executive Vice President and Chief
       Operating Officer.  The performance measures, targets and
       payout ranges are defined in Exhibit B.

VII.   Participant Bonus Composition
       -----------------------------
       The composition of each participant's bonus shall be
       determined by the President of the Company or his
       designee(s).  The composition may have a Discretionary 
       portion and a Financial portion.  The composition of the 
       bonuses are established in Exhibit C.

VIII.  Computation and Disbursement of Funds
       -------------------------------------
       As soon as possible after the close of the Fiscal Year,
       the President of the Company will recommend a final
       personal goal achievement percentage and incentive award
       payment to the Executive Vice President and Chief
       Operating Officer.  Once approved, payment of the awards
       shall be made within sixty (60) days after the end of the
       Fiscal Year.

       If the participant dies before receiving his/her award,
       the amount due will be paid to the designated
       beneficiaries on file with the Company and, in the absence
       of such designation, to the participant's estate.  All
       payment awards shall be reduced by amounts required to be
       withheld for taxes at the time payments are made.






 IX.  Changes to Target
      -----------------
      The President of the Company may recommend to the Executive
      Vice President and Chief Operating Officer, at any time
      prior to the final determination of awards, changes to the
      performance measures, targets, and payout ranges used for
      incentive purposes.  If, in the judgment of the Executive
      Vice President and Chief Operating Officer, such change(s)
      is/are desirable in the interests of equitable treatment of
      the participants and the Company as a result of
      extraordinary or non-recurring events, changes in
      applicable accounting rules or principles, changes in the
      Company's methods of accounting, changes in applicable law,
      changes due to consolidation, acquisitions, or
      reorganization, the Executive Vice President and Chief
      Operating Officer shall authorize and approve such
      change(s) for immediate incorporation into the Plan. 
      Further, should actual performance on any one or all of the
      financial measure(s) be less than or greater than target by
      twenty-five percent (25%) or more, the award actually
      earned under that measure(s) will be at the sole discretion
      of the Chief Executive Officer subject to approval by the
      Compensation Committee of the Board.

  X.  Partial Awards
      --------------
      A participant shall be entitled to payment of a partial
      Financial Award and a partial Personal Objectives Award,
      computed in accordance with Sections IV and V, and based on
      Base Salary in a Fiscal Year, if prior to the end of such
      Fiscal Year, a participant:

      -   Dies,

      -   Retires (is eligible to immediately receive retirement
          benefits under a Company sponsored retirement plan),

      -   Becomes permanently disabled,

      -   Transfers to a position with a salary grade not
          eligible for participation in the Plan,

      -   Enters military service,

      -   Takes an approved leave of absence,

      -   Is appointed or elected to public office,

      -               Is terminated due to position elimination,

      provided that the participant was an active employee for a
      minimum of 30 consecutive calendar days during such Fiscal
      Year.  Such partial awards shall be paid when payments of
      non-deferred awards for such Fiscal Year are made.

      Participants hired during the course of a Fiscal Year and
      who are employed through the end of such Fiscal Year shall
      be eligible for an award based on their Base Salary during
      such Fiscal Year, provided that such employees begin active
      service prior to February 1 of such Fiscal Year.

  XI. Forfeiture of Bonus
      -------------------
      Except as provided in Section X, no participant who ceases
      to be an employee of the Company prior to the end of a
      Fiscal Year shall be entitled to any amounts under this
      Plan for such Fiscal Year unless the Executive Vice
      President and Chief Operating Officer decides otherwise.

      Participants who cease to be an employee of the Company
      between the end of a Fiscal Year and the payment date of
      awards for such Fiscal Year shall be entitled to awards
      earned during such Fiscal Year.

 XII. Administration
      --------------
      This Plan shall be administered by the Vice President,
      Human Resources of D.P. Kelly & Associates, subject to the
      control and supervision of the Executive Vice President and
      Chief Operating Officer and the Compensation Committee of
      the Board of Directors of Envirodyne Industries.

      Any changes to the context of the Plan, the performance
      ranges, Plan adjustments and actual payouts will be
      reviewed with and approved by the Compensation Committee of
      the Board of Directors.

      In the event of a claim or dispute brought forth by a
      participant, the decision of the Executive Vice President
      and Chief Operating Officer as to the facts in the case and
      the meaning and intent of any provision of the Plan, or its
      application, shall be final and conclusive.

XIII. No Employment Contract; Future Plans
      ------------------------------------
      Participation in this Plan shall not confer upon any
      participant any right to continue in the employ of the
      Company nor interfere in any way with the right of the
      Company to terminate any participant's employment at any
      time.  The company is under no obligation to continue the
      Plan in future Fiscal Years.

 XIV. Amendment or Termination
      ------------------------
      The Company may at any time, or from time to time, (a)
      amend, alter or modify the provisions of this Plan, (b)
      terminate this Plan, or (c) terminate the participation of
      an employee or group of employees in this Plan; provided,
      however, that in the event of the termination of this Plan
      or a termination of participation, the Company shall
      provide the partial awards to the affected participant(s)
      for the portion of the Fiscal Year during which such
      employee(s) were participants in this Plan, in a manner in
      which the Company, in its sole judgment, determines to be
      equitable to such participants and the Company.

  XV. General Provisions
      ------------------
      (a)  No right under the Plan shall be assignable, either
      voluntarily or involuntarily by way of encumbrance, pledge,
      attachment, level or charge of any nature (except as may be
      required by state or federal law).

      (b)  Nothing in the Plan shall require the Company to
      segregate or set aside any funds or other property for the
      purpose of paying any portion of an award.  No participant,
      beneficiary or other person shall have any right, title or
      interest in any amount awarded under the Plan prior to the
      close of the Fiscal Year, or in any property of the Company
      or its subsidiaries.


       _____________________        ____________________________
        Final Approval Date           Executive Vice President
                                    and Chief Operating Officer

                                    ____________________________
                                            Vice President
                                            Human Resources