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                                     1997
                         INCENTIVE COMPENSATION PLAN


Purpose
-------

This plan is designed to provide financial reward to key members of DM
Management for their contribution toward the attainment of the Company's
business objectives in 1997.


Participation
-------------

This plan is restricted to key management personnel whose decisions have a
measurable impact on the major objectives of the Company. Selection to the plan
and determination of assigned bonus percentages is made by the Compensation
Committee of the Board of Directors in the case of executive officers and
otherwise by the President of the Company. Each participant is assigned a
"normal incentive percentage" which represents the premium on their regular
earnings associated with the bonus plan. The Compensation Committee and the
President may also award additional bonuses in their discretion based on such
performance factors as they determine to be appropriate.


Payment of Incentives
---------------------

To determine the amount of incentive to be paid an individual, the normal
incentive percentage is adjusted by the Company's performance rating using the
following formula:

     Individual incentive award = base salary earnings for the performance
     period X the normal incentive percentage X the Company's performance
     rating.


Performance Period
------------------

This plan pertains to the fiscal year ending December 27, 1997. For measurement
purposes, the fiscal year will also be divided into two seasons--Spring
(January-June) and Fall (July-December).



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Company Performance Rating
--------------------------

Payment of bonus is determined by the Company achieving or exceeding its planned
earnings goals before interest and taxes for the Spring (January-June) and Fall
(July-December) season.

Rating factors are assigned as follows:                          Factor
                                                                 ------ 
 .    Achieving each seasonal plan                                .5/Season


Example
-------
Assume:   Base annual salary of $35,000 and a normal incentive percentage of 10%

CASE 1:   The Company achieves plan for both seasons:

          Base            Normal
          Salary     X    Incentive    X      Pro Rata      =   Incentive Award
          ------          ---------           --------          ---------------
          35,000             10%             .5 (Spring)            $1,750
                                             .5 (Fall)               1,750
                                                                    ------
                                                                    $3,500


CASE 2:   The Company achieves the Spring plan but not the Fall plan:

          Base            Normal
          Salary     X    Incentive    X      Pro Rata      =   Incentive Award
          ------          ---------           --------          ---------------
          35,000             10%             .5 (Spring)            $1,750
                                             .0 (Fall)                ---
                                                                    ------
                                                                    $1,750



Payments
--------

Incentive awards will be made to participants as soon as possible after the
close of each goaled period.



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