ENVIRODYNE INDUSTRIES, INC.
                            CORPORATE OFFICE
                        MANAGEMENT INCENTIVE PLAN
                            Fiscal Year 1997


 I.  Purpose
     -------
     The Envirodyne Industries, Inc. Management Incentive Plan
     (MIP) has been established for Fiscal Year 1997 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