Exhibit 10.11

                              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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<PAGE>

                  (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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<PAGE>

                           (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 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.

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<PAGE>

                                    (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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<PAGE>

                                    (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, 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.

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<PAGE>

         (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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<PAGE>



         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 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.

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<PAGE>

                  (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 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.

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<PAGE>

                  (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
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.

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         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.

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

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<PAGE>

                  (h) 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


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