ENVIRODYNE INDUSTRIES, INC.
                        CORPORATE OFFICE
                   MANAGEMENT INCENTIVE PLAN
                        Fiscal Year 1996


 I.  Purpose
     -------
     The Envirodyne Industries, Inc. Management Incentive Plan
     (MIP) has been established for Fiscal Year 1996 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.    Chairman of the Board and Chief Executive Officer means
           -------------------------------------------------
           the Chairman of the Board and Chief Executive Officer of
           Envirodyne Industries, Inc.

     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 Chairman of the Board and
       Chief Executive 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 Chairman of the Board and Chief
       Executive 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 Chairman of the Board and Chief Executive 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 Chairman of
      the Board and Chief Executive 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 Chairman of the Board
      and Chief Executive 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 Chairman of the Board and Chief
      Executive 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 Chairman of
      the Board and 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 Chairman of the Board and Chief
      Executive Officer, in consultation with the Vice President,
      Human Resources, 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 Envirodyne Industries, Inc., subject to the
      control and supervision of the Chairman of the Board and
      Chief Executive 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 Chairman of the Board and
      Chief Executive 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         Chairman of the Board
                                    and Chief Executive Officer


                                    ____________________________
                                    Vice President
                                    Human Resources