Exhibit 10.6

                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS AGREEMENT, dated as of August 11, 2004, is by and between American
Ref-Fuel Company LLC, a Delaware limited liability company (the "Company"), and
John T. Miller (the "Employee").

                                 WITNESSETH THAT

     WHEREAS, the Company considers it essential to the best interests of its
shareholders to foster the continued employment of key management personnel; and

     WHEREAS, the Company wishes to provide for the continued employment by the
Company of the Employee and the Employee wishes to serve the Company and its
affiliated entities in the capacities and on the terms and conditions set forth
in this Agreement; and

     WHEREAS, this Agreement is the entire agreement between the parties
concerning the subject matter hereof and supersedes all prior agreements
concerning the same subject;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Employee hereby agree as follows:

     1. Term of the Agreement. This Agreement shall be in effect commencing on
the date above written (the "Effective Date") until December 31, 2006, unless
sooner terminated under Paragraph 4 or extended in writing by both parties
("Term of the Agreement").

     2. Position and Duties.

     (a)  The Employee shall serve as Chief Executive Officer of the Company.
          The Employee shall have such responsibilities and duties as may be
          assigned to Employee from time to time by the Board of Directors.

     (b)  Excluding any periods of vacation and sick leave to which the Employee
          is entitled, the Employee shall devote substantially all of his
          attention and time during working hours to the business and affairs of
          the Company and its affiliates, and, to the extent necessary to
          discharge the responsibilities assigned to the Employee, use the
          Employee's reasonable best efforts to carry out such responsibilities
          faithfully and efficiently. It shall not be considered a violation of
          the foregoing for the Employee to serve on corporate, industry, civic,
          or charitable boards or committees, so long as such activities do not
          interfere with the performance of the Employee's responsibilities as
          an employee of the Company in accordance with this Agreement or
          violate Paragraph 8 of this Agreement.

     3. Compensation. Except as expressly set forth otherwise herein, the
Employee's compensation shall be determined by, and in the sole discretion of,
the Board.



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     (a)  Annual Base Salary. The Employee shall receive an annual base salary
          of not less than $370,000 (the annual base salary in effect from time
          to time, "Annual Base Salary"). The Annual Base Salary shall be
          payable in accordance with the Company's regular payroll practice for
          its senior officers, as in effect from time to time. The Annual Base
          Salary shall be reviewed at least annually and, in the sole discretion
          of the Board, may be adjusted; provided, however, in no case shall the
          Annual Base Salary be reduced. Any increase in the Annual Base Salary
          shall not limit or reduce any other obligation of the Company under
          this Agreement.

     (b)  Incentive Compensation; Employee Benefits; Fringe Benefits.

          (i)  The Employee shall be eligible to participate in cash and
               equity-based short-term and long-term bonus and incentive
               compensation arrangements, retirement plans, policies and
               arrangements (qualified and nonqualified), supplemental
               retirement plans, policies and arrangements, deferred
               compensation plans, policies and arrangements, and health and
               welfare plans, policies and arrangements that are provided
               generally to other senior officers of the Company at a level (in
               terms of the amount and types of benefits and incentive
               compensation that the Employee has the opportunity to receive and
               the terms thereof) substantially similar in the aggregate to that
               which is provided generally to other senior officers of the
               Company (provided, that the Company is under no obligation to
               provide any specific level of discretionary awards); (ii) the
               Employee and/or the Employee's family, as the case may be, shall
               be eligible for participation in, and shall receive all benefits
               under, applicable welfare benefit plans, practices, policies, and
               programs provided by the Company to the same extent as provided
               generally to other senior officers of the Company; provided,
               however, except as may be expressly set forth elsewhere in this
               Agreement, nothing contained in this paragraph or any other
               paragraph or subparagraph of this Agreement shall entitle the
               Employee to receive duplicate or multiple payments or benefits
               under the same plan or arrangement; (iii) the Employee shall be
               entitled to receive fringe benefits substantially similar to
               those enjoyed generally by other senior officers of the Company
               and shall be entitled to participate in the vacation policy of
               the Company and avail himself of paid holidays (as determined
               from time to time by the Company) on the same terms and
               conditions as other senior officers of the Company.

     4. Termination of Employment.

     (a)  Death or Disability. The Employee's employment and this Agreement
          shall terminate automatically upon the Employee's death. The Company
          shall be entitled to terminate the Employee's employment and this
          Agreement because of the Employee's Disability during the Term of the
          Agreement. For purposes of this Agreement, the term "Disability" shall
          mean the Employee's continued absence from the performance of his or
          her duties with the Company for six (6) consecutive months as a result
          of the Employee's substantial incapacity due to physical or mental
          illness or injury.

     (b)  By the Company.

          (i)  The Company may terminate the Employee's employment and this
               Agreement during the Term of the Agreement for Cause or without
               Cause.



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          (ii) "Cause" means conduct amounting to: (1) fraud or dishonesty
               against UAE Holdings and its affiliates and subsidiaries ("UAE
               Holdings Group"), (2) willful misconduct, repeated refusal to
               follow the reasonable direction of the Board of Directors of the
               Company and its affiliates or Employee's supervisor, or
               committing a knowing violation of the law in the course of the
               performance of Employee's duties, (3) repeated absences from work
               without a reasonable excuse, (4) intoxication with alcohol while
               on the Company's premises during regular business hours or any
               use of illegal substances, (5) a conviction or plea of guilty or
               nolo contender to a felony or a crime involving dishonesty, and
               (6) a breach or violation of the terms of this Agreement and any
               other agreement to which Employee and a member of the UAE
               Holdings Group are party.

     (c)  By the Employee.

          (i)  The Employee may terminate employment and this Agreement for Good
               Reason upon not less than 30 days prior written notice or, upon
               not less than three months prior written notice, without Good
               Reason.

          (ii) "Good Reason" means, without express written consent, the
               occurrence of any one or more of the following: (1) a material
               reduction or alteration in the nature, scope or status of
               Employee's authorities, duties or responsibilities (not corrected
               by the Company within 10 days of the Company's receipt of a
               Notice of Termination of Good Reason), (2) a material reduction
               of the Employee's compensation; (3) UAE Holdings Group's failure
               to pay any part of Employee's compensation within four (4) weeks
               after such compensation was due; and (4) requiring the Employee
               to be based at any office located more than 30 miles (based on
               the most direct route) from the Company's current headquarters in
               Montvale, New Jersey; provided, however, the stock sale, spin
               off, asset sale or other disposition of no more than 4 of the 6
               ARC facilities, resulting in Employee's termination as an officer
               of such businesses, shall not constitute "Good Reason" under
               clause (1) above.

The Employee's right to terminate his employment and this Agreement for Good
Reason shall not be affected by the Employee's incapacity due to physical or
mental illness; provided, that the Company may change the Employee's duties,
authorization or responsibilities in respect of any limitations caused by such
incapacity without triggering Good Reason. The Employee's continued employment
shall not constitute consent to, or a waiver of rights with respect to, any act
or failure to act constituting Good Reason hereunder. No such event described
hereunder shall constitute Good Reason unless the Employee has given a Notice of
Termination (as that term is defined below) for Good Reason to the Company
specifying the event relied upon for such termination within 180 days from the
occurrence of such event (but in no event beyond the Term of the Agreement).

     (d)  Termination Procedures.

          (i)  Notice of Termination. Any purported termination of the
               Employee's employment and this Agreement (other than by reason of
               death) shall be communicated by written Notice of Termination
               from one party hereto to the other party hereto in accordance
               with subparagraph 13(b) hereof. For purposes of this Agreement, a
               "Notice of Termination" shall mean a



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               notice that indicates the specific termination provision in this
               Agreement relied upon and sets forth in reasonable detail the
               facts and circumstances claimed to provide a basis for
               termination of the Employee's employment under the provision so
               indicated.

               (A)  Terminations for Cause; Due Process. A termination of the
                    Employee's employment for Cause shall be effected in
                    accordance with the following procedures. The Board shall
                    give the Employee reasonable written notice ("Notice of
                    Termination for Cause") of its intention to terminate the
                    Employee's employment for Cause within six (6) months of the
                    date the Company became aware of such event (but in no event
                    beyond this expiration of the Term of the Agreement) setting
                    forth in reasonable detail the specific conduct of the
                    Employee that it considers to constitute Cause and the
                    specific provision(s) of this Agreement on which it relies,
                    and stating the date, time and place of the Board Meeting
                    for Cause. The "Board Meeting for Cause" means a meeting of
                    the Board at which the Employee's termination for Cause will
                    be considered. The Employee shall be given an opportunity,
                    together with counsel, to be heard at the Board Meeting for
                    Cause. The Employee's termination for Cause shall be
                    effective when and if a resolution is duly adopted at the
                    Board Meeting for Cause by the required vote of the Board,
                    stating that in the good faith opinion of the Board, the
                    Employee is guilty of the conduct described in the Notice of
                    Termination for Cause, and that such conduct constitutes
                    Cause under this Agreement.

               (B)  Termination for Good Reason. A Notice of Termination for
                    Good Reason shall specify in reasonable detail the specific
                    provision(s) in this Agreement and the event(s) relied upon
                    as the basis for such termination.

          (ii) Date of Termination. Except as otherwise provided in subparagraph
               12(c) of this Agreement, "Date of Termination (and the end of the
               Term of this Agreement)," with respect to any purported
               termination of the Employee's employment during the Term of the
               Agreement, shall mean the date specified in the Notice of
               Termination or if earlier, the date of the Employee's death.

          (iii) No Waiver. The failure to set forth any fact or circumstance in
               a Notice of Termination shall not constitute a waiver of the
               right to assert, and shall not preclude the party giving notice
               from asserting, such fact or circumstance in an attempt to
               enforce any right under or provision of this Agreement.

     5. Obligations of the Company upon Termination

     (a)  By the Company other than for Cause, death or Disability, or by the
          Employee for Good Reason.

          (i)  Basic Severance. If, during the Term of the Agreement, the
               Company terminates the Employee's employment, other than for
               Cause, death, or Disability, or the Employee terminates his
               employment for Good Reason,

               (A)  the Company shall pay or provide to the Employee within 30
                    days the Accrued Obligations (as that term is defined in
                    subparagraph 5(b) below);



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               (B)  the Company shall continue to pay or provide to the
                    Employee, commencing with the month in which the Date of
                    Termination shall have occurred and continuing for a period
                    of two (2) years (hereinafter referred to as the "Severance
                    Period") paid in the same form and at the same time as would
                    have been paid had the Employee's employment not terminated,
                    the sum of the following:

                  (1) the Employee's Annual Base Salary (at the same level that
                  was being paid to the Employee on the Date of Termination),
                  paid in equal installments over the Severance Period;

                  (2) an annual cash bonus equal to the average of the annual
                  cash bonuses earned by the Employee over the three years
                  preceding the Date of Termination, which shall be paid at the
                  same time and in the same manner as other annual bonus
                  payments which are made to similarly situated executives who
                  remain employed with the Company (or if there were no
                  continuing similarly situated executives, at the same time of
                  year and in the same manner as it was paid in the prior year);
                  and

                  (3) the Employee's prorated target cash bonus determined in
                  the manner set forth in Section 5(b)(iv) below, which prorated
                  bonus shall be paid at the same time and in the same manner as
                  other annual bonus payments for such year are made to
                  similarly situated executives who remain employed with the
                  Company (or if there were no continuing similarly situated
                  executives, at the same time of year and in the same manner as
                  it was paid in the prior year).

               (C)  during the Severance Period, the Employee shall be entitled
                    to all health and welfare benefits under the Company's
                    welfare benefit plans (within the meaning of Section 3(1) of
                    the Employee Retirement Income Security Act of 1974, as
                    amended), as if the Employee were still employed during such
                    period, at the same level of benefits and at the same dollar
                    cost to the Employee as is available to all of the Company's
                    senior executives generally. If and to the extent that
                    equivalent benefits shall not be payable or provided under
                    any such plan(s), the Company shall pay or provide
                    equivalent benefits on an individual basis. The health and
                    welfare benefits provided in accordance with this
                    subparagraph shall be reduced by any comparable benefits
                    provided by another employer.

          (ii) Liquidated Damages. The payments and benefits provided above are
               intended as liquidated damages for a termination of the
               Employee's employment by the Company other than for Cause, death,
               or Disability or for the actions of the Company leading to a
               termination of the Employee's employment by the Employee for Good
               Reason, and shall be the sole and exclusive remedy therefor.

     (b)  Death or Disability; Cause; Without Good Reason. If, during the Term
          of the Agreement, the Employee's employment is terminated by reason of
          the Employee's death or Disability, or if the Employee's employment is
          terminated by the Company for Cause or by the Employee for other than
          Good Reason, the Company shall pay to the Employee or, in the case of
          the Employee's death, to the Employee's designated beneficiaries (or,



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          if there is no such beneficiary, to the Employee's estate or legal
          representative) in a lump sum in cash within 30 days after the Date of
          Termination, the sum of the following amounts (the "Accrued
          Obligations"): (i) any portion of the Employee's Annual Base Salary
          through the Date of Termination that has not yet been paid; (ii) any
          compensation previously deferred by the Employee (together with any
          accrued interest or earnings thereon) that has not yet been paid;
          (iii) any accrued but unpaid vacation pay; and, (iv) in the event the
          Employee's employment is terminated by reason of the Employee's death
          or Disability, a cash bonus calculated by using the Employee's target
          cash bonus for the calendar year which includes the Date of
          Termination, multiplied by a fraction, the numerator of which is the
          number of months of employment (including any portion thereof)
          completed by Employee during the calendar year which includes the
          Employee's Date of Termination, and the denominator of which is 12.
          After making such payment(s), the Company shall have no further
          obligations under this Agreement.

     (c)  Termination of Employment After the Term of this Agreement. If
          Employee remains in the employ of the Company or any of its affiliated
          entities following the Term of this Agreement, Employee's employment
          shall be on an "at-will" basis. If the Employee's employment
          terminates after the Term of this Agreement, payments to the Employee
          of termination or severance payments, if any, shall be provided only
          under the Severance Agreement attached as Exhibit A, which Severance
          Agreement shall become effective on the date of the expiration of the
          Term of this Agreement.

     6. Non-Exclusivity of Rights. Except as otherwise provided in this
Agreement, nothing in this Agreement shall prevent or limit the Employee's
continuing or future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies for which the
Employee may qualify, (other than severance policies) nor shall anything in this
Agreement limit or otherwise affect such rights as the Employee may have under
any contract or agreement with the Company or any of its affiliated companies.
Vested benefits and other amounts that the Employee is otherwise entitled to
receive under any other plan, program, policy, or practice of, or any contract
or agreement with, the Company or any of its affiliated companies on or after
the Date of Termination shall be payable in accordance with the terms of each
such plan, program, policy, practice, contract, or agreement, as the case may
be, except as explicitly modified by this Agreement.

     7. Full Settlement; No Mitigation. The Company's obligation to make the
payments provided for in, and otherwise to perform its obligations under, this
Agreement shall not be affected by any set-off, counterclaim, recoupment,
defense, or other claim, right, or action that the Company may have against the
Employee or others. In no event shall the Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Employee under any of the provisions of this Agreement and (except as
provided with respect to health and welfare benefits in subparagraph 5(a)(i)(C)
of this Agreement) the amount of any payment or benefit provided for in this
Agreement shall not be reduced by any compensation earned by the Employee as the
result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by the Employee to the Company, or
otherwise.



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     8. Non-Competition Provision and Confidential Information.

     (a)  Non-Competition. Without prior written consent of the Company, during
          the period of the Employee's employment with the Company and for 24
          months following the Date of Termination, the Employee shall not, as a
          shareholder, officer, director, partner, consultant, employee, or
          otherwise, engage directly or indirectly in any business or enterprise
          which is "in competition" with the Company or its successors or
          assigns or affiliates thereof or undertake any action which would be
          injurious to the Company or its affiliates or assist the Company's or
          its affiliates' competitors; provided, however, that the Employee's
          ownership of less than three percent of the issued and outstanding
          voting securities of a publicly traded company shall not, in and of
          itself, be deemed to constitute such competition. A business or
          enterprise is deemed to be "in competition" if it (i) is engaged, or
          during such 24 month period begins to or intends to begin to engage,
          as a part of its business, in the business of acquiring and/or
          operating waste-to-energy projects in the United States or acquiring
          and/or operating power generation or waste collection and disposal
          businesses which compete with the Company's operations (the
          "Business") and (ii) regularly competes, or during such 24 month
          period begins to or intends to begin to regularly compete, with the
          Company for opportunities to acquire and/or operate such projects.
          Notwithstanding the foregoing, the Employee shall not be in violation
          of this Paragraph 8(a) if each of the following items is satisfied:
          (i) the Business is an insignificant portion of the business or
          enterprise with respect to which the Employee becomes associated; (ii)
          the Employee's association with such business or enterprise is not as
          an officer, director, partner, shareholder of a non-publicly traded
          company, or owner of three percent or more of the issued and
          outstanding voting securities of a publicly traded company; and (iii)
          the Employee demonstrates, to the reasonable satisfaction of the
          Company, which may require a written affirmation by the Employee, that
          the Employee does not and will not provide services for, advise, or
          consult or otherwise share information with, the portion of the
          business or enterprise, or the employees thereof, engaged in the
          Business.

     (b)  Confidential Information. The Employee shall hold in a fiduciary
          capacity for the benefit of the Company all secret or confidential
          information, knowledge, trade secrets, methods, know-how or data
          relating to the Company or any of its affiliated companies and their
          respective businesses or acquisition prospects that the Employee
          obtained or obtains during the Employee's employment by the Company or
          any of its affiliated companies and that is not public knowledge
          (other than as a result of the Employee's violation of this Paragraph
          8) ("Confidential Information"). The Employee shall not communicate,
          divulge, or disseminate Confidential Information at any time during or
          after the Employee's employment with the Company, except with the
          prior written consent of the Company or as otherwise required by law
          or legal process; provided, that if so required, the Employee will
          provide the Company with reasonable notice to contest such disclosure.

     (c)  Non-Solicitation of Employees. Employee recognizes that he will
          possess confidential information about other employees of the Company
          and its respective affiliates relating to their education, experience,
          skills, abilities, compensation and benefits, and inter-personal
          relationships with suppliers to and customers of the Company and its
          respective affiliates. Employee recognizes that the information he
          will possess about these other employees is not generally known, is of
          substantial value to the Company and its respective affiliates in



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          developing their respective businesses and in securing and retaining
          customers, and will be acquired by him because of his business
          position with the Company. Employee agrees that, during the employment
          (and for a period of 24 months following the Date of Termination), he
          will not, directly or indirectly, solicit or recruit any employee of
          the Company or any of its respective affiliates for the purpose of
          being employed by him or by any business, individual, partnership,
          firm, corporation or other entity on whose behalf he is acting as an
          agent, representative or employee and that he will not convey any such
          confidential information or trade secrets about other employees of the
          Company or any of its respective affiliates to any other person except
          within the scope of Employee's duties hereunder.

     (d)  Employee agrees that for a period of 24 months following the Date of
          Termination, he will not solicit any person who is a customer of or
          supplier to one of the businesses conducted by the Company or its
          subsidiaries, on behalf of an entity engaged in any such business or a
          similar business.

     (e)  Remedies; Severability.

          (i)  The Employee acknowledges that if the Employee shall breach or
               threaten to breach any provision of Paragraphs 8(a) through (d),
               the damages to the Company and its affiliates may be substantial,
               although difficult to ascertain, and money damages will not
               afford the Company and its affiliates an adequate remedy.
               Therefore, if the provisions of Paragraphs 8(a) through (d) are
               violated, in whole or in part, the Company and its affiliates
               shall be entitled to specific performance and injunctive relief,
               without prejudice to other remedies the Company and/or its
               affiliates may have at law or in equity.

          (ii) If any term or provision of this Paragraph 8, or the application
               thereof to any person or circumstances shall, to any extent, be
               invalid or unenforceable, the remainder of this Paragraph 8, or
               the application of such term or provision to persons or
               circumstances other than those as to which it is held invalid or
               unenforceable, shall not be affected thereby, and each term and
               provision of this Paragraph 8 shall be valid and enforceable to
               the fullest extent permitted by law. Moreover, if a court of
               competent jurisdiction deems any provision hereof to be too broad
               in time, scope, or area, it is expressly agreed that such
               provision shall be reformed to the maximum degree that would not
               render it unenforceable.

     9. Certain Additional Payments by the Company

     (a)  Notwithstanding any other provision(s) in this Agreement to the
          contrary, in the event it shall be determined that any payment or
          benefits paid, payable or provided to the Executive or for his benefit
          pursuant to the terms of this Agreement, when combined with other
          "parachute payments" (as defined in Section 280G of the Internal
          Revenue Code of 1986, as amended, (the "Code"), or any successor
          provision thereto) provided or to be provided to the Executive from
          the Company, its affiliates and/or plans of the Company and/or its
          affiliates, would be subject to the excise tax (the "Excise Tax")
          imposed by Section 4999 of the Code (such payments and/or benefits,
          whether provided under this Agreement or otherwise, the "Parachute
          Payments"), then such Parachute Payments shall be reduced to the
          extent necessary so that no portion of any Parachute Payment is
          subject to the Excise Tax if (a) the net amount of such Parachute



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          Payments, as so reduced (after deduction of all federal, state and
          local income taxes on such reduced Parachute Payments) is greater than
          (b) the excess of (i) the net amount of such Parachute Payments,
          without reduction (but after deduction of all federal, state and local
          income taxes on such Parachute Payments), less (ii) the amount of
          Excise Tax to which the Employee would be subject in respect of such
          Parachute Payments. All determinations required to be made under this
          Paragraph 9 shall be made by a lawyer, a certified public accountant
          with a nationally recognized certified public accounting firm, or a
          compensation consultant with a nationally recognized actuarial and
          benefits consulting firm with expertise in the area of executive
          compensation tax law, who shall be designated by the Company (the
          "Independent Tax Counsel"), which shall provide detailed supporting
          calculations both to the Company and the Employee within 15 business
          days of the receipt of notice from the Employee that there has been a
          Parachute Payment, or such earlier time as is requested by the
          Company. Such determination shall be binding on the parties hereto.
          The determination of which payments or benefits shall be reduced to
          avoid the Excise Tax shall be determined in the sole discretion of the
          Company; provided, however, that unless the Executive gives written
          notice specifying a different order to the Company to effectuate the
          limitations described above, the Company shall first reduce or
          eliminate, as the case may be, those payments or benefits that will
          cause a dollar-for-dollar reduction in total Parachute Payments, and
          then by reducing or eliminating other Parachute Payments, to the
          extent possible, in reverse order beginning with payments or benefits
          that are to be paid the farthest in time from the date the reduction
          or elimination is to be made. Any notice given by the Executive
          pursuant to the preceding sentence, unless prohibited by law, shall
          take precedence over the provisions of any other plan, arrangement or
          agreement governing the Executive's rights and entitlement to any
          benefits or compensation. All fees and expenses of the Independent Tax
          Counsel shall be borne solely by the Company.

     (b)  In the event that the determination by the Independent Tax Counsel is
          revised by the Internal Revenue Service in connection with a final
          determination that the calculations by the Independent Tax Counsel
          were incorrect, that amounts received or to be received by the
          Employee would exceed the amount that is permitted to be received by
          the Employee without the imposition of tax under Section 4999 of the
          Code (the "Excess"), the Employee shall forego the Excess and not be
          entitled to receive the Excess or, as the case may be, if necessary,
          shall return the Excess attributable to him to the Company. The
          amounts to be foregone by the Employee shall be those scheduled to be
          paid at the latest date. If after foregoing all payments then
          remaining to be paid the Excess is not eliminated, the Employee shall
          return to the Company and forego an amount sufficient to eliminate the
          Excess.

     10. Attorneys' Fees. The Company shall pay to the Employee, at the
conclusion of any contest, to the fullest extent permitted by law, all legal or
arbitration fees, court costs, and litigation or arbitration expenses reasonably
incurred by the Employee as a result of any contest by the Company, the
Employee, or others regarding the validity or enforceability of or liability
under, or otherwise involving, any provision of this Agreement, but only if the
Employee's material claim is, or claims are, successful.

     11. Arbitration. In the event of any dispute or difference between the
Company and the Employee with respect to the subject matter of this Agreement
and the enforcement of rights hereunder, such controversy shall be finally,
exclusively and conclusively settled by mandatory arbitration conducted



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expeditiously in accordance with the American Arbitration Association rules, by
a single independent arbitrator. If the parties are unable to agree on the
selection of an arbitrator, then either the Employee or the Company may petition
the American Arbitration Association for the appointment of the arbitrator,
which appointment shall be made within ten (10) days of the petition therefor.
Either party to the dispute may institute such arbitration proceeding by giving
written notice to the other party. A hearing shall be held by the arbitrator in
New York, New York within thirty (30) days of his or her appointment. The
decision of the arbitrator shall be final and binding upon the parties and shall
be rendered pursuant to a written decision that contains a detailed recital of
the arbitrator's reasoning. Judgment upon the award rendered may be entered in
any court having jurisdiction thereof.

     12. Successors.

     (a)  This Agreement is personal to the Employee and, without the prior
          written consent of the Company, shall not be assignable by the
          Employee otherwise than by will or the laws of descent and
          distribution. This Agreement shall inure to the benefit of and be
          enforceable by the Employee's legal representatives.

     (b)  This Agreement shall inure to the benefit of and be binding upon the
          Company and its successors and assigns.

     (c)  The Company shall 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
          expressly to assume and agree to perform this Agreement in the same
          manner and to the same extent that the Company would have been
          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 Employee to compensation from the
          Company in the same amount and on the same terms as the Employee would
          be entitled to hereunder if the Employee were to terminate the
          Employee's employment for Good Reason, except that, for purposes of
          implementing the foregoing, the date on which any such succession
          becomes effective shall be deemed the Date of Termination. As used in
          this Agreement, "Company" shall mean both the Company as defined above
          and any such successor that assumes and agrees to perform this
          Agreement, by operation of law or otherwise.

     13. Miscellaneous.

     (a)  This Agreement shall be governed by, and construed in accordance with,
          the laws of New Jersey, without reference to principles of conflict of
          laws. The captions of this Agreement are not part of the provisions
          hereof and shall have no force or effect. This Agreement may not be
          amended or modified except by a written agreement executed by the
          parties hereto or their respective successors and legal
          representatives. Any action by the Company to amend or modify this
          Agreement must be approved by the Company's Board of Directors.



                                      -27-
<PAGE>

     (b)  All notices and other communications under this Agreement shall be in
          writing and shall be given by hand delivery to the other party or by
          registered or certified mail, return receipt requested, postage
          prepaid, addressed as follows:

If to the Employee:


If to the Company:

or to such other address as either party furnishes to the other in writing in
accordance with this subparagraph (b) of this Paragraph 13. Notices and
communications shall be effective when actually received by the addressee.

     (c)  The invalidity or unenforceability of any provision of this Agreement
          shall not affect the validity or enforceability of any other provision
          of this Agreement. If any provision of this Agreement shall be held
          invalid or unenforceable in part, the remaining portion of such
          provision, together with all other provisions of this Agreement, shall
          remain valid and enforceable and continue in full force and effect to
          the fullest extent consistent with law.

     (d)  Notwithstanding any other provision of this Agreement, the Company may
          withhold from amounts payable under this Agreement all federal, state,
          local, and foreign taxes that are required to be withheld by
          applicable laws or regulations. All cash amounts required to be paid
          hereunder shall be paid in United States dollars.

     (e)  The Employee's or the Company's failure to insist upon strict
          compliance with any provision of, or to assert any right under, this
          Agreement (including, without limitation, the right of the Employee to
          terminate employment for Good Reason) shall not be deemed to be a
          waiver of such provision or right or of any other provision of or
          right under this Agreement.

     (f)  The Employee and the Company acknowledge that this Agreement
          supersedes and terminates any other severance and employment
          agreements between the Employee and the Company or any Company
          affiliates.

     (g)  The rights and benefits of the Employee under this Agreement may not
          be anticipated, assigned, alienated, or subject to attachment,
          garnishment, levy, execution, or other legal or equitable process
          except as required by law. Any attempts by the Employee to anticipate,
          alienate, assign, sell, transfer, pledge, encumber, or charge the same
          shall be void. Payments hereunder shall not be considered assets of
          the Employee in the event of insolvency or bankruptcy. The obligations
          of the Company and the Employee under this Agreement which by their
          nature may require either partial or total performance after the
          expiration of the Term of the Agreement shall survive such expiration.

     (h)  Notwithstanding anything in this Agreement, the provisions of
          Paragraphs 8, 9, 10 and 11 shall survive a termination of Employee's
          employment that occurs during the Term of this Agreement and shall
          remain in effect for the periods specified therein, or, if no period



                                      -28-
<PAGE>

          is specified, until all of Company's and Employee's obligations under
          such Paragraphs are satisfied.

     (i)  This Agreement may be executed in several counterparts, each of which
          shall be deemed an original, and said counterparts shall constitute
          but one and the same instrument.

     IN WITNESS WHEREOF, the Employee has hereunto set the Employee's hand and,
pursuant to the authorization of their respective Boards of Directors, the
Company has caused this Agreement to be executed in their name on their behalf,
all as of the day and year first above written.

                                        COMPANY


                                        By:
                                           ------------------------------------


                                        EXECUTIVE


                                        By:------------------------------------
                                                John T. Miller



                                      -29-