Exhibit 10.13



POBS Plus -
Incentive System for Members of the Group Management
of METTLER TOLEDO


Regulations, valid as of March 14, 2000


1.       Objectives and Participants

         With this incentive plan our aim is to pursue two main objectives:

o            To orient the remuneration of Members of the Group Management (GMC)
             directly to the achievement of annual operating plan targets and to
             give a special reward for reaching and exceeding the plan.
o            To  emphasize  the  responsibility  of  each  participant  for  the
             top-ranking  interest of the Group and to promote the attainment of
             the overall corporate goals and success of the corporation.

         Participation  in the POBS Plus  incentive  scheme  for  Members of the
         Group Management is determined by the  Compensation  Committee and must
         be agreed in writing.

         Criteria for participation are:

o            Executive  Officer  and Member of the GMC of METTLER  TOLEDO who by
             virtue  of his or  her  tasks  and  performance  can  significantly
             influence  and  contribute  to the  overall  success  of the entire
             Group.


2.       General Principles

2.1      In addition to the yearly base salary,  participants are eligible for a
         bonus which is based and calculated on the grade of target achievement.
         This bonus is a percentage multiple of the base salary ranging from 0 -
         300%.  The maximum bonus which could be paid to any  participant in any
         given year is USD 2.5 million.

2.2      Bonus Scale

o        The bonus starts after 90% target achievement and can go up to a
         maximum of 130% target achievement.
o        Within this span, for each point of target  achievement,  a percentage
         of between 2.5% and 7.5% of the base  salary is  calculated  as  bonus.
         The  percentage  per  bonus  point is  scaled  and determined for the
         specific functions

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                                                                   Exhibit 10.13


         by the Compensation Committee within the first 90 days of each business
         year.

2.3      Targets

         All targets in POBS Plus are closely  related to the yearly budgets and
         business plans.

         As a general rule, POBS Plus includes the following  target  categories
         and weighting:

         A        Group targets:            Earnings per share (EPS),
                                            Net Cash Flow from Operations (NCO);
                                            Operating Profit Division (OP),
                                            Sales Division;
         B        Operative unit targets:   Sales, Operating Profit (OP)
         C        Personal targets:         10 - 20%

         Target  parameters and respective  weighting  within a category for the
         individual  functions in POBS Plus are  established  for each  business
         year  in  the  respective   POBS  Plus  Scheme  for  Members  of  Group
         Management.

         The sum of total targets defined must equal 100%.

         The POBS Plus Rules  which  quantify  the  actual  values and levels of
         target achievement per category and parameter are established and based
         on the approved budget of the Group and Operative Units.

         Both the POBS Plus Scheme and Rules are proposed  each business year by
         the  Group  Management  Committee,  and they  must be  approved  by the
         Compensation Committee.


3.       Target Setting

3.1      The  requirements  for complete and proper  target  achievement  (100%)
         should be challenging and ambitious,  on the other hand they have to be
         realistic and attainable.  For each  participant  they should be set in
         such a way that they can be fulfilled clearly and to the full extent.

3.2      Personal  targets  (category  C) are  agreed at the  beginning  of each
         business year for each participant with his / her supervisor. They need
         to be clearly measurable.  The Compensation  Committee sets the maximum
         possible  degree of target  achievement  for personal  targets for each
         business year.

3.3      For each  participant, a POBS Plus Target  Achievement  Sheet lists per
         business  year  all   targets  set  incl.   their  weighting  and  the
         corresponding values / levels in line with the corresponding POBS Plus
         Rules.


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                                                                   Exhibit 10.13





4.       Target Assessment

4.1      At the end of the business year, target  achievement is assessed by the
         superior manager for each participant.

         The degree of achievement of each individual  target (range 90% to max.
         130%) is multiplied by the weighting of the individual target to give a
         points  award  for each  individual  target.  The  total  score for all
         targets lies between 90 and 130 points which number also corresponds to
         the overall percentage of target achievement.

4.2      Personal targets (C category) are evaluated as follows:

         Target Achievement

          90 % Target not reached - result unsatisfactory
         100 % Target reached,  corresponding  to the requirements - good result
         110 % Clearly more than target achieved, requirements clearly exceeded,
               in terms of value, time limits, quality, additional related
               success - very good result
         120 % Target achievement outstanding, additional major benefits /
               success for the company reached, excellent result
         130 % Target  achievement  exceptional, extraordinary  additional value
               to the company - unique result.


5.       Bonus Calculation

         The bonus is  calculated  in a percentage of the yearly base salary and
         depends on the total sum of points reached in the target assessment.

         Each full point  above 90 and up to a maximum of 130  corresponds  to a
         bonus amount of from 2.5% to a maximum of 7.5% of the base  salary,  as
         determined for each  individual  function in its applicable  scaling by
         the Compensation Committee for each business year.


6.       Payment

         During the salary year (Jan. 1 - Dec. 31 of the calendar  year or April
         1 - March 31 of the  following  year),  the annual  base salary will be
         paid,   normally  divided  in  12  equal  monthly   installments.   The
         distribution  of this  basic  amount,  however,  can  vary  in  certain
         countries.

         The Company  will  normally  make a payment on account of the  expected
         bonus in December of the relevant  business year which is calculated on
         a provisional

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                                                                   Exhibit 10.13


         basis using  projected  results.  The amount of such payment on account
         cannot exceed 50 % of the presumable bonus.

         The final bonus is  calculated  as soon as the results of the  business
         year and the assessment of the target  achievement  are known.  Payment
         (or deduction) adjusted by any payment on account is usually made until
         April following the end of the business year.


7.       Termination of Employment during the Business Year

         In case of termination in the first half-year of the business year, the
         bonus is paid pro  rata on a set 95 %  target  achievement.  In case of
         termination of employment in the second half-year,  target  achievement
         is  measured  at the end of the year  (usual  procedure)  and the bonus
         calculated accordingly will be paid pro rata.


8.       Accounting Rules for Bonus Payments

         Bonus  payments are  accounted  for in the  business  year to which the
         bonus belongs. Appropriate accruals have to be made for this purpose in
         the year end closing.  Carry over into  accounts of the payout year are
         not allowed.





Peter Burker
Head Human Resources

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