Exhibit 10.12

                              Employment Agreement


AGREEMENT made this 26th day of January 2000, by and between Mettler-Toledo GmbH
(,,the Company"), and Daniel G. Schillinger (the ,,Executive").

The Company and the Executive wish to enter into an employment  agreement on the
terms and conditions set forth below.  Accordingly,  and intending to be legally
bound hereby, the parties hereto agree as follows:

SECTION 1. Employment.
The Company  hereby agrees to employ the  Executive,  and the  Executive  hereby
agrees to serve METTLER TOLEDO, on the terms and conditions set forth herein.

SECTION 2. Term.
This  Agreement  enters  into force as of January  1, 2000.  It is of  unlimited
duration.

SECTION 3. Position and Duties.
During the Term, the Executive  shall serve as Head of the  Laboratory  Division
and as Member of the Group Management Committee of METTLER TOLEDO and shall have
such responsibilities, duties and authority as he may have as of the date hereof
and as may from time to time be assigned to the  Executive by the Board that are
consistent with such responsibilities, duties and authority.

SECTION 4. Place of Performance.
In connection  with the  Executive's  employment  by the Company,  the Executive
shall  be  based  at the  principal  executive  offices  of  METTLER  TOLEDO  in
Greifensee, Switzerland, except for required travel on METTLER TOLEDO's business
to an extent substantially consistent with present business travel obligations.

SECTION 5. Compensation and Related Matters.

(a) Salary.
During the Term, the Company shall pay to the Executive an annual base salary at
a rate  of CHF  276'000.--  or such  higher  rate  as may  from  time to time be
determined  by  the  Board,  such  salary  to be  paid  in  substantially  equal
installments in accordance with the Company's  payroll  practices for its senior
executives.  This salary may be increased  from time to time in accordance  with
normal  business  practices of the  Company.  Compensation  of the  Executive by
salary  payments  shall  not be deemed  exclusive  and  shall  not  prevent  the
Executive from  participating  in any other  compensation or benefit plan of the
Company. The salary payments (including any increased salary payments) hereunder
shall  not in any way  limit or  reduce  any  other  obligation  of the  Company
hereunder, and no other compensation,  benefit or payment hereunder shall in any
way limit or reduce the obligation of the Company to pay the Executive's  salary
hereunder.

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                                                                   Exhibit 10.12


(b) Bonus.
During the Term,  the  Executive  shall be  entitled  to earn  annual  incentive
compensation  in accordance  with the POBS Plus Plan for Senior  Management,  as
attached hereto as Exhibit A1.

(c) Expenses.

(i) Expenses shall be reimbursed according to the Company expense regulations as
amended from time to time.

(ii) In  addition  the  Executive  is entitled  to flat  compensation  for minor
expenses  according to the Group Management  Committee Europe  Supplement to the
expense regulations, as amended from time to time, as attached hereto as Exhibit
B1.

(d) Other Benefits.

(i) The Company shall maintain in full force and effect, and the Executive shall
be  entitled  to  continue to  participate  in, all of the  Company's  insurance
benefit  plans  and  arrangements  in  effect  on the date  hereof  in which the
Executive  participates or plans or arrangements providing the Executive with at
least  equivalent  benefits  thereunder  (including,   without  limitation,  the
Mettler-Toledo  Fonds pension  scheme for senior  management,  and the Company's
accident plan and disability plan), provided that the Company shall not make any
changes  in  such  plans  or  arrangements   that  would  adversely  affect  the
Executive's  rights or benefits  thereunder;  provided,  however,  that,  such a
change may be made,  including  termination of such plans or  arrangements if it
occurs  pursuant to a program  applicable  to all  executives of the Company and
does not  result in a  proportionately  greater  reduction  in the  rights of or
benefits to the Executive as compared  with any other  executive of the Company.
The Executive shall be entitled to participate in or receive  benefits under any
employee benefit plan or arrangement made available by the Company in the future
to its  executives  and  key  management  employees,  subject  to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and  arrangements.  Nothing paid to the Executive  under any plan or arrangement
presently  in effect or made  available  in the future  shall be deemed to be in
lieu of the salary  payable to the  Executive  pursuant to paragraph (a) of this
Section.

(ii) The  Executive  shall be entitled to  participation  in the METTLER  TOLEDO
Stock Option Plan as may be amended from time to time.

(iii) Any payments or benefits  payable to the Executive under this Agreement in
respect of any  calendar  year  during  which the  Executive  is employed by the
Company for less than the entire such year shall,  unless otherwise  provided in
the applicable plan or arrangement, be prorated in accordance with the number of
full and partial months in such calendar year during which he is so employed.

(e) Vacations.
The  Executive  shall be entitled to no less than 30 paid  vacation days in each
calendar  year.  The  Executive  shall also be entitled to all paid holidays and
personal days given by the Company to its executives.


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                                                                   Exhibit 10.12


SECTION 6. Offices.
Subject to Sections 3 and 4, the Executive  agrees to serve  without  additional
compensation,  if elected or appointed thereto,  as a director of any of METTLER
TOLEDO's group companies, and in one or more executive offices of any of METTLER
TOLEDO's group companies.

SECTION 7. Termination.

a) This Agreement may be terminated by either party with or without cause giving
twelve (12) months notice to the end of a calendar month,  subject,  however, to
the provisions  allowing for immediate  termination  according to Article 337 of
the Swiss Code of Obligations (,,Article 337").

b) The  Executive  may  terminate  his  employment  under Article 337 in case of
failure by the Company to comply with any material provision of this Agreement.

SECTION 8. Compensation upon Termination.
During the notice  period,  the  Executive is entitled to full  compensation  as
defined in Section 5 of this  Agreement  and in the  annexes / exhibits  therein
referred to.

SECTION 9. No Mitigation or Offset / Noncompetition.
During notice periods,  the Company may waive the services of the Executive.  If
the Company so decides,  the Executive shall have no duty to mitigate damages by
seeking another employment or otherwise,  nor shall the amount of any payment or
benefit  due  under  Section  5 be  reduced  by any  compensation  earned by the
Executive as the result of an  employment  by another  employer,  by  retirement
benefits (other than as paid by the Company or under Company  benefits  schemes)
or by offset  against  any  amount  claimed to be owed by the  Executive  to the
Company.  While the  Executive  is employed by the Company  hereunder  and for a
period  of  twelve  (12)  months  after  the   termination  of  the  Executive's
employment,  the Executive  shall not knowingly  engage in or be employed by any
business  anywhere in the world which competes with the principal  businesses of
the  Company  or its  affiliates  as  conducted  at the date of such  employment
termination.

SECTION 10. Successors; Binding Agreement.

(a) The Company  will require any  successor  (whether  direct or  indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and / or assets of the Company,  by  agreement  in form and  substance
satisfactory  to the  Executive,  to expressly  assume and agree to perform this
Agreement  in same  manner  and to the same  extent  that the  Company  would be
required to perform it if no such  succession  had taken  place.  Failure of the
Company to obtain such  assumption and agreement prior to the  effectiveness  of
any such  succession  shall be a breach of this  Agreement and shall entitle the
Executive  to  compensation  from the Company in the same amount and on the same
terms as he would be  entitled  to under  Sections 7 and 8 hereof if the Company
had  terminated  his  employment  under  Section 7 (a)  hereof.  As used in this
Agreement,  ,,Company"  shall mean the Company as herein before  defined and any
successor  to its  business  and / or assets as  aforesaid  which  executes  and
delivers  the  agreement  provided  for in this  Section  11 or which  otherwise
becomes bound by all the terms and  provisions of this Agreement by operation of
law.

(b) If the Executive should die after the giving of notice pursuant to Section 7
but  while  any  amounts  would  still be  payable  to him  hereunder  if he had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance with the terms of this

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                                                                   Exhibit 10.12


Agreement to the Executive's devisee, legatee, or other designee or, if there be
no such designee,  to the Executive's estate. If the Executive should die before
the giving of such notice under  Section 7 and while he is employed  pursuant to
this Agreement,  the Company shall continue to pay to the Executive's estate his
salary for the  period of six months  from the date of such death and a pro rata
portion of the bonus, if any, payable for the year in which the Executive died.

SECTION 11. Notice.
For  the   purposes  of  this   Agreement,   notices,   demands  and  all  other
communications  provided for in this Agreement  shall be in writing and shall be
deemed to have been duly given when  delivered or (unless  otherwise  specified)
mailed by US or Swiss certified or registered  mail,  return receipt  requested,
postage prepaid, addressed as follows:

         If to the Executive:

         Mr. Daniel G. Schillinger
         Rosenberg
         7243 Pany
         Switzerland

         If to the Company:

         Mettler-Toledo GmbH
         Im Langacher
         8606 Greifensee
         Switzerland

         Attn.: Chief Executive Officer

or to such  other  address  as any party  may have  furnished  to the  others in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

SECTION 12. Miscellaneous.
No provisions of this  Agreement  may be modified,  waived or discharged  unless
such waiver,  modification  or  discharge is agreed to in writing  signed by the
Executive and such officer of the Company as may be  specifically  designated by
the  Board.  No waiver by either  party  hereto at any time of any breach by the
other party hereto of, or  compliance  with,  any condition or provision of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party  which are not set forth  expressly  in this  Agreement.  Insofar  as this
Agreement does not stipulate anything else to the contrary, the General Rules of
Employment (,,Allgemeine Arbeitsvertragliche Bestimmungen / AVB") of the Company
shall be applicable. The validity, interpretation,  construction and performance
of this Agreement shall be governed by the laws of Switzerland.

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                                                                   Exhibit 10.12


SECTION 13. Validity.
The  invalidity  or  unenforceability  of any  provision or  provisions  of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

SECTION 14. Counterparts.
This Agreement may be executed in one or more counterparts,  each of which shall
be deemed to be an original but all of which  together will  constitute  one and
the same instrument.

SECTION 15. Disputes.
All disputes  between the  Executive  and the Company  concerning  the terms and
conditions of this Agreement  shall be brought before the ordinary courts in the
Canton of Zurich, Switzerland.

SECTION 16. Entire Agreement.
This Agreement sets forth the entire  agreement of the parties hereto in respect
of the subject matter  contained  herein and  supersedes  all prior  agreements,
promises,   covenants,   arrangements,   communications,    representations   or
warranties,  whether oral or written, by any officer, employee or representative
of any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled.

IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the date and
year first above written.



                                              Mettler-Toledo GmbH,



                                              by:      .........................
                                                       Robert F. Spoerry



                                              by:      .........................
                                                       Peter Burker




                                              by:      .........................
                                                       Daniel G. Schillinger



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