EXHIBIT 10.46


Mr. Olivier Filliol

(by internal mail)






Dear Mr. Filliol:




       Date   June 6, 2002
  Reference   WPD/rst
Direct dial   +41 1 944-2262
   Telefax    +41 1 944-2470


     The company has requested  that you file US income tax returns for tax
years  starting  in 2001 to ensure you are in full  compliance  with US tax
laws.  This filing  requirement  is due to your having  worked part of your
time in the United States in your capacity as an officer of  Mettler-Toledo
International Inc.

As a Swiss tax resident,  generally you are already subject to Swiss income
taxes on  earnings  related  to US  workdays.  Although  a portion  of your
earnings  subject  to tax in the U.S.  may be  excluded  from  taxation  in
Switzerland,  depending on your  situation,  a double  taxation  cost could
result absent the  provisions  of this  agreement.  Additionally,  all or a
portion of the amounts  paid on your behalf  under the  provisions  of this
agreement will themselves be taxable in Switzerland and the US.

You will also have additional tax return  preparation costs associated with
the filing of US income tax returns,  and,  possibly,  in  connection  with
filing your Swiss tax declaration.

In connection with these matters, we have agreed to seek to keep you in the
same  position that you would have been in had no US income tax return been
filed.  It is our intention that your financial  situation be no better and
no worse than if no US returns were filed. In particular, we have agreed to
the following:

ADDITIONAL INCOME TAXES/PENALTIES

The company  will pay any higher  income taxes that result from your filing
US income tax returns, whether in the United States or in Switzerland. This
includes  any US  penalty  and  interest  charges  that may be payable as a
result of the filings made after the original due date of the return.

ADDITIONAL TAX RETURN PREPARATION EXPENSES

The company will engage and pay for  accountants  to prepare your US income
tax returns,  and will also pay for any additional  counseling necessary to
prepare  and file your  Swiss tax  declaration  in the future if the filing
requires  changes  from the process  followed in prior years (for  example,
taking  into  account   taxation  on  the  tax   indemnification   payments
themselves).

TAX PAYMENTS

The company will pay your US tax  liabilities  on your behalf.  The company
will  also  pay all  interest  and  penalties  due on this  additional  tax
liability  provided that you comply with  requests from the company  and/or
the  accountants  in a  timely  manner.  For ease of  administration  these
payments will be made in the form of a direct company check made payable to
the Internal Revenue  Service.  To the extent that your Swiss tax liability
is  increased by virtue of the payment of these taxes on your behalf by the
company,  you will be reimbursed  as necessary to preserve  your  financial
situation as if no such payments had been made.

You agree that any amount by which your Swiss tax  liability  is  decreased
from what it would have been had the US tax payments not been made, will be
promptly  repaid to the company as soon as your Swiss tax  liability  for a
given year has been paid.

COVERAGE AND SCOPE OF AGREEMENT

This agreement  covers all income related to your  employment  with METTLER
TOLEDO,  including  income upon option  exercises.  This agreement does not
extend to income from sources other than METTLER TOLEDO, except for passive
income on US investments to the extent not otherwise subject to taxation in
Switzerland.

If your  employment  with the company is  terminated,  this  agreement will
continue to apply until all tax returns that report  METTLER  TOLEDO source
income have been filed and tax liabilities related to METTLER TOLEDO income
have been concluded.  In addition, it is the intent of the company, to only
indemnify you for  incremental  taxes as if income from METTLER  TOLEDO was
your only US source income.

If you are in agreement to proceeding on this basis,  please sign below and
return a copy.

METTLER-TOLEDO INTERNATIONAL INC.

/s/ William P. Donnelly
-----------------------------------

By:    William P. Donnelly
Title: Chief Financial Officer

Acknowledged and Agreed:

/s/ Olivier Filliol
-----------------------------------
Olivier Filliol