EXHIBIT 10.29


                              Stephen G. Taub
                       Executive Employment Agreement


Term.  August 1, 2001 - July 31, 2006.

End-of-Term. Company may give notice of non-renewal at any time; term
extends for 5 years.

Base Salary. $685,000 per year in 2001; if adjusted upward at sole
discretion of Company, increased amount becomes Base Salary.

Bonus. If Company achieves the percentage of business plan set forth below,
Employee receives performance bonus of the corresponding percentage of Base
Salary.

                Percentage of                      Percentage of
          EBITDA in Business Plan                   Base Salary

                    80%                                  60%
                    85                                   75
                    90                                   90
                    95                                  100
                   100                                  105
                   105                                  110
                   110                                  125
                   115                                  150

Death. Base Salary paid until death; prorated performance bonus paid if
otherwise due for the year in which Employee dies.

Disability. Company may terminate Agreement after six months. Base salary,
reduced by any disability benefits received by Employee, paid until Company
terminates; prorated performance bonus paid if otherwise due for the year
in which Agreement is terminated.

Benefits. Standard Company officer benefits; annuity to fund non-qualified
benefit restoration plan ("BRP") upon earlier to occur of change of control
and May 25, 2016 (Taub's 65th birthday).

Cause. Upon gross neglect, conviction of felony, conviction of any crime
relating to Company property, willful misconduct or material breach by
employee or material prejudice to Company, Company can terminate without
further liability.

Company Breach. Employee receives Base Salary, performance bonuses and all
benefits for five year life of Term; employee obligated to mitigate.

Other Provisions. Protection of confidential information, non-compete
during term, assignment of inventions, legal fees to employee if he
prevails in action for breach or injunction; legal fees to Company if it
prevails in action for injunction.

This summary page is for convenience of reference only. It shall not
constitute a part of the Agreement





                            Employment Agreement


                  EMPLOYMENT AGREEMENT, dated as of August 1, 2001, between
Pneumo Abex Corporation, a Delaware corporation (the "Company") and Stephen
G. Taub (the "Executive").

                  WHEREAS, the Company wishes to employ the Executive, and
the Executive wishes to accept such employment, on the terms and conditions
set forth in this Agreement;

         Accordingly, the Company and the Executive hereby agree as
follows:

                  1.   Employment, Duties and Acceptance.

                       1.1 Employment, Duties. The Company hereby employs the
Executive for the Term (as defined in Section 2.1), to render exclusive and
full-time services to the Company as President and Chief Executive Officer
or in such other executive position as may be mutually agreed upon by the
Company and the Executive, and to perform such other duties consistent with
such position as may be assigned to the Executive by the Board of Directors
or any officer of the Company senior to the Executive.

                       1.2 Acceptance. The Executive hereby accepts such
employment and agrees to render the services described above. During the
Term, the Executive agrees to serve the Company faithfully and to the best
of the Executive's ability, to devote the Executive's entire business time,
energy and skill to such employment, and to use the Executive's best
efforts, skill and ability to promote the Company's interests. The
Executive further agrees to accept election, and to serve during all or any
part of the Term, as an officer or director of the Company and of any
subsidiary or affiliate of the Company, without any compensation therefor
other than that specified in this Agreement, if elected to any such
position by the shareholders or by the Board of Directors of the Company or
of any subsidiary or affiliate, as the case may be.

                       1.3 Location. The duties to be performed by the Executive
hereunder shall be performed primarily at the office of the Company in
Camden, New Jersey, subject to reasonable travel requirements on behalf of
the Company.

                  2. Term of Employment; Certain Post-Term Benefits.

                       2.1 The Term. The term of the Executive's employment
under this Agreement (the "Term") shall commence on August 1, 2001 and
shall end on July 31, 2006 or such later date to which the Term is extended
pursuant to Section 2.2 but in any event no later than May 25, 2016.

                       2.2 End-of-Term Provisions. Unless and until the Company
gives written notice of non-renewal as provided in this Section 2.2, the
Term automatically shall be extended one day for each day which elapses
from commencement but in any event not beyond May 25, 2016. The Company
shall have the right at any time, however, to give written notice of
non-renewal of the Term. In the event the Company gives such notice of
non-renewal, the Term automatically shall be extended so that it ends five
years after the last day of the month in which the Company gives such
notice but in any event no later than May 25, 2016.

                       2.3 Special Curtailment. The Term shall end earlier than
the original July 31, 2006 termination date provided in Section 2.1 or any
extended termination date provided in Section 2.2, in either case if sooner
terminated pursuant to Section 4. Non-extension of the Term shall not be
deemed to be a wrongful termination of the Term or this Agreement by the
Company pursuant to Section 4.4.

                  3. Compensation; Benefits.

                       3.1 Salary. As compensation for all services to be
rendered pursuant to this Agreement, the Company agrees to pay the
Executive a base salary, payable semi-monthly in arrears, at the annual
rate of not less than $685,000 less such deductions or amounts to be
withheld as required by applicable law and regulations (the "Base Salary").
In the event that the Company, in its sole discretion, from time to time
determines to increase the Base Salary, such increased amount shall, from
and after the effective date of the increase, constitute "Base Salary" for
purposes of this Agreement.

                       3.2 Bonus. In addition to the amounts to be paid to the
Executive pursuant to Section 3.1, the Executive will be eligible to
receive a bonus with respect to each calendar year included within the Term
computed in accordance with the provisions of the next two succeeding
sentences. If, with respect to any calendar year, the Company achieves
EBITDA of at least the percentage set forth in the table below of its
business plan for such year, such bonus shall be the percentage set forth
in the table below of Base Salary with respect to the year for which the
bonus (any such bonus, a "performance bonus") was earned:

               Percentage of                      Percentage of
          EBITDA in Business Plan                  Base Salary

                    80%                                 60%
                    85                                  75
                    90                                  90
                    95                                 100
                   100                                 105
                   105                                 110
                   110                                 125
                   115                                 150


In the event that the Term or this Agreement is terminated other than
pursuant to Section 4.3, the Executive shall be entitled to receive a
prorated performance bonus (if such a bonus is otherwise payable) with
respect to (A) the year in which the Term or this Agreement terminated or,
(B) in the event of a termination pursuant to Section 4.4, the year in
which the Executive was last entitled to receive any payments of Base
Salary, in an amount equal to (x) the percentage of Base Salary otherwise
payable as a performance bonus with respect to such year multiplied by (y)
a fraction, the numerator of which is the number of whole months elapsed
from the beginning of such year to the date as of which the Term or this
Agreement terminated or the last day as of which the Executive is entitled
to receive payments of Base Salary, as applicable and the denominator of
which is 12. A performance bonus or other bonus, if either or both are
earned in accordance with this Agreement, shall be paid no later than March
31st of the year next following the year with respect to which such bonus
was earned. The maximum bonus payable pursuant to this Section 3.2 shall be
$1,000,000 with respect to any calendar year.


                       3.3  Minimum Compensation. If, during any calendar
year (a "Current Year"), EBITDA for such year at least equals EBITDA for the
immediately prior year (a "Prior Year"), then the sum of Base Salary and
bonus payable to the Executive on account of the Current Year ("Total
Current Year Compensation") shall be no less than the sum of Base Salary
and bonus paid to the Executive on account of the Prior Year ("Total Prior
Year Compensation"). In any case described in the preceding sentence in
which Total Prior Year Compensation was greater than Total Current Year
Compensation computed pursuant to Sections 3.1 and 3.2, then the difference
shall be paid to the Executive no later than March 31st of the year next
following the Current Year.

                       3.4 Business Expenses. The Company shall pay or reimburse
the Executive for all reasonable expenses actually incurred or paid by the
Executive during the Term in the performance of the Executive's services
under this Agreement, upon presentation of expense statements or vouchers
or such other supporting information as the Company customarily may require
of its officers provided, however, that the maximum amount available for
such expenses during any period may be fixed in advance by the Chairman,
the Vice Chairman or the Chief Executive Officer of the Company.

                       3.5 Vacation. During the Term, the Executive shall be
entitled to a vacation period or periods of four (4) weeks taken in
accordance with the vacation policy of the Company during each year of the
Term. Vacation time not used by the end of a year shall be forfeited,
except that one week of vacation pay may be "banked" in accordance with
Company policy.

                       3.6 Fringe Benefits. During the Term, the Executive shall
be entitled to all benefits for which the Executive shall be eligible under
any qualified pension plan, 401(k) plan, non-qualified benefit restoration
plan (the "BRP"), group insurance or other so-called "fringe" benefit plan
which the Company provides to its executive employees generally. In
addition, the Company shall "gross up" the income imputed to the Executive
under federal and any applicable state income tax laws for any life
insurance furnished to the Executive, such that the Executive effectively
will suffer no personal cost for such fringe benefit.

                       3.7 Annuitization of BRP. Promptly following the earlier
to occur of (i) a Change of Control (as defined below) of the Company and
(ii) May 25, 2016 (either, an "Annuitization Date"), the Company shall
purchase for the Executive and pay for in full a single premium annuity
(the "BRP Annuity") from an insurance carrier rated A++XV by Best's
Insurance Reports" Life-Health United States providing to the Executive the
actuarial equivalent of the benefit which (a) would otherwise be provided
to the Executive under the Company's BRP as then in effect or (b) as would
have been provided to the Executive under the Company's BRP as in effect on
August 1, 2001 had such BRP remained in effect without amendment, whichever
of (a) and (b) is greater on the Annuitization Date. Delivery to the
Executive of the BRP Annuity shall be deemed to discharge any obligation of
the Company to the Executive pursuant to the BRP as then in effect. A
"Change of Control" shall have occurred if any "person" or "group" (as each
such term is used in Section 13(d) or 14(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) other than (a) Ronald O. Perelman
(or in the event of his incompetence or death, his estate, heirs, executor,
administrator, committee or other personal representative (collectively,
"heirs")) or (b) any Person controlled, directly or indirectly, by Ronald
O. Perelman or his heirs (any such other Person, an "Unrelated Person") or
any Unrelated Persons acting as a "group" (as such term is defined in
Section 13(d)(3) of the Exchange Act), together with any affiliates thereof
which are Unrelated Persons, (i) shall acquire "beneficial ownership" (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of more than 35% of the total voting power of all classes of
Voting Stock of the Company then outstanding or (ii) shall have elected, or
shall have caused to be elected, a sufficient number of its or their
nominees to the board of directors of the Company such that the nominees so
elected (whether new or continuing directors) shall constitute a majority
of the board of directors of the Company.

                  4.  Termination.

                       4.1 Death. If the Executive dies during the Term, the
Term shall terminate forthwith upon the Executive's death and the Company
shall have no obligation hereunder to make any payments to the Executive's
beneficiaries on account of any period of time after such termination.
After such termination, the Executive's beneficiaries shall receive any
benefits to which the Executive or such beneficiaries may be entitled under
any fringe benefit program that may have been provided by the Company
pursuant to Section 3.6.

                       4.2 Disability. If, during the Term the Executive becomes
disabled or incapacitated to the extent he is unable to perform his duties
hereunder ("Totally Disabled") for a period of six (6) consecutive months,
the Company shall have the right at any time thereafter, so long as the
Executive is then still Totally Disabled, to terminate the Term upon
sending written notice of termination to the Executive. If the Company
elects to terminate the Term by reason of the Executive becoming Totally
Disabled, the Company shall have no obligation hereunder to make any
payments to the Executive on account of any period of time after such
termination. After such termination, the Executive shall receive any
benefits to which he may be entitled under any fringe benefit program that
may have been provided by the Company pursuant to Section 3.6. While the
Executive is Totally Disabled prior to the Term being terminated, Base
Salary payable pursuant to Section 3.1 shall be reduced by any other
benefits payable to the Executive under any disability plan provided for
hereunder or otherwise furnished to the Executive by the Company.

                      4.3 Cause. In the event of gross neglect by the Executive
of the Executive's duties hereunder, conviction of the Executive of any
felony, conviction of the Executive of any lesser crime or offense
involving the property of the Company or any of its subsidiaries or
affiliates, willful misconduct by the Executive in connection with the
performance of any material portion of the Executive's duties hereunder,
breach by the Executive of any material provision of this Agreement or any
other conduct on the part of the Executive which would make the Executive's
continued employment by the Company materially prejudicial to the best
interests of the Company, the Company may at any time by written notice to
the Executive terminate the Term and, upon such termination, this Agreement
shall terminate and the Executive shall be entitled to receive no further
amounts or benefits hereunder, except any as shall have been earned to the
date of such termination.

                       4.4 Company Breach. In the event of the breach of any
material provision of this Agreement by the Company, the Executive shall be
entitled to terminate the Term upon 60 days' prior written notice to the
Company. Upon such termination, or in the event the Company terminates the
Term or this Agreement other than pursuant to the provisions of Section 4.2
or 4.3, the Company shall continue to provide the Executive (i) payments of
Base Salary, in the manner and amount specified in Section 3.1, (ii)
performance bonuses, in the manner and amount specified in Section 3.2,
(iii) minimum compensation in the manner and amount specified in Section
3.3 and (iv) fringe benefits and additional benefits in the manner and
amounts specified in Section 3.6 until the end of the Term (as in effect
immediately prior to such termination) or, if the Company has not then
given written notice of non-renewal pursuant to Section 2.2, for a period
of five years after the last day of the month in which termination
described in this Section 4.4 occurred, whichever is longer (the "Damage
Period"). In addition, the Company shall provide to the Executive the BRP
Annuity at the time, and in the manner and amount, specified in Section
3.7. The Company's obligations (other than those specified in Section 3.7)
pursuant to this Section 4.4 are subject to the Executive's duty to
mitigate damages by seeking other employment provided, however, that the
Executive shall not be required to accept a position of lesser importance
or of substantially different character than the position held with the
Company immediately prior to the effective date of termination or in a
location outside of the Philadelphia, Pennsylvania metropolitan area. To
the extent that the Executive shall earn compensation during the Damage
Period (without regard to when such compensation is paid), the Base Salary,
bonus and minimum compensation payments to be made by the Company pursuant
to this Section 4.4 shall be correspondingly reduced.

                       4.5 Litigation Expenses. Except as provided for in
Section 5.7, if the Company and the Executive become involved in any
action, suit or proceeding relating to the alleged breach of this Agreement
by the Company or the Executive, and if a judgment in such action, suit or
proceeding is rendered in favor of the Executive, the Company shall
reimburse the Executive for all expenses (including reasonable attorneys'
fees) incurred by the Executive in connection with such action, suit or
proceeding. Such costs shall be paid to the Executive promptly upon
presentation of expense statements or other supporting information
evidencing the incurrence of such expenses.

                  5.  Protection of Confidential Information;
                      Non-Competition.

                       5.1 In view of the fact that the Executive's work for
the Company will bring the Executive into close contact with many confidential
affairs of the Company not readily available to the public, and plans for
future developments, the Executive agrees:

                           5.1.1 To keep and retain in the strictest confidence
all confidential matters of the Company, its subsidiaries and affiliates,
including, without limitation, "know how", trade secrets, customer lists,
pricing policies, operational methods, technical processes, formulae,
inventions and research projects, other business affairs of the Company,
its subsidiaries and affiliates, and any information whatsoever concerning
any director, officer, employee or agent of the Company, its subsidiaries
and affiliates or their respective family members learned by the Executive
heretofore or hereafter, and not to disclose them to anyone outside of the
Company, either during or after the Executive's employment with the
Company, except in the course of performing the Executive's duties
hereunder or with the Company's express written consent. The foregoing
prohibitions shall include, without limitation, directly or indirectly
publishing (or causing, participating in, assisting or providing any
statement, opinion or information in connection with the publication of)
any diary, memoir, letter, story, photograph, interview, article, essay,
account or description (whether fictionalized or not) concerning any of the
foregoing, publication being deemed to include any presentation or
reproduction of any written, verbal or visual material in any communication
medium, including any book, magazine, newspaper, theatrical production or
movie, or television or radio programming or commercial; and

                           5.1.2 To deliver promptly to the Company on
termination of the Executive's employment by the Company, or at any time the
Company may so request, all memoranda, notes, records, reports, manuals,
drawings, blueprints and other documents (and all copies thereof), including
data stored in computer memories or on other media used for electronic storage
or retrieval, relating to the Company's business, or the business of its
subsidiaries or affiliates, and all property associated therewith, which the
Executive may then possess or have under the Executive's control.

                       5.2 During (i) the Term, (ii) a period of two years
following termination of the Term pursuant to either of Sections 4.2 or 4.3
or (iii) a period of five years following termination of the Term pursuant
to Section 4.4, as applicable, the Executive shall not, directly or
indirectly, enter the employ of, or render any services to, any person,
firm or corporation engaged in any business competitive with the business
of the Company or of any of its subsidiaries or affiliates; the Executive
shall not engage in such business on the Executive's own account; and the
Executive shall not become interested in any such business, directly or
indirectly, as an individual, partner, shareholder, director, officer,
principal, agent, employee, trustee, consultant, or in any other
relationship or capacity provided, however, that nothing contained in this
Section 5.2 shall be deemed to prohibit the Executive from acquiring,
solely as an investment, up to five percent (5%) of the outstanding shares
of capital stock of any public corporation.

                       5.3 If the Executive commits a breach, or threatens to
commit a breach, of any of the provisions of Sections 5.1 or 5.2 hereof,
the Company shall have the following rights and remedies:

                           5.3.1 The right and remedy to have the
provisions of this Agreement specifically enforced by any court having
equity jurisdiction, it being acknowledged and agreed that any such breach
or threatened breach will cause irreparable injury to the Company and that
money damages will not provide an adequate remedy to the Company; and

                           5.3.2 The right and remedy to require the
Executive to account for and pay over to the Company all compensation,
profits, monies, accruals, increments or other benefits (collectively
"Benefits") derived or received by the Executive as the result of any
transactions constituting a breach of any of the provisions of the
preceding paragraph, and the Executive hereby agrees to account for and pay
over such Benefits to the Company.

Each of the rights and remedies enumerated above shall be independent of
the other, and shall be severally enforceable, and all of such rights and
remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to the Company under law or in equity.

                      5.4 If any of the covenants contained in
Sections 5.1 or 5.2, or any part thereof, hereafter are construed to be
invalid or unenforceable, the same shall not affect the remainder of the
covenant or covenants, which shall be given full effect, without regard to
the invalid portions.

                      5.5 If any of the covenants contained in
Sections 5.1 or 5.2, or any part thereof, are held to be unenforceable
because of the duration of such provision or the area covered thereby, the
parties agree that the court making such determination shall have the power
to reduce the duration and/or area of such provision and, in its reduced
form, said provision shall then be enforceable.

                      5.6 The parties hereto intend to and hereby
confer jurisdiction to enforce the covenants contained in Sections 5.1 and
5.2 upon the courts of any state within the geographical scope of such
covenants. In the event that the courts of any one or more of such states
shall hold such covenants wholly unenforceable by reason of the breadth of
such covenants or otherwise, it is the intention of the parties hereto that
such determination not bar or in any way affect the Company's right to the
relief provided above in the courts of any other states within the
geographical scope of such covenants as to breaches of such covenants in
such other respective jurisdictions, the above covenants as they relate to
each state being for this purpose severable into diverse and independent
covenants.

                      5.7 In the event that any action, suit or other
proceeding in law or in equity is brought to enforce the covenants
contained in Sections 5.1 and 5.2 or to obtain money damages for the breach
thereof, and such action results in the award of a judgment for money
damages or in the granting of any injunction in favor of the Company, all
expenses (including reasonable attorneys' fees) of the Company in such
action, suit or other proceeding shall (on demand of the Company) be paid
by the Executive. In the event the Company fails to obtain a judgment for
money damages or an injunction in favor of the Company, all expenses
(including reasonable attorneys' fees) of the Executive in such action,
suit or other proceeding shall (on demand of the Executive) be paid by the
Company.

                  6. Inventions and Patents.

                      6.1 The Executive agrees that all processes,
technologies and inventions (collectively, "Inventions"), including new
contributions, improvements, ideas and discoveries, whether patentable or
not, conceived, developed, invented or made by him during the Term shall
belong to the Company, provided that such Inventions grew out of the
Executive's work with the Company or any of its subsidiaries or affiliates,
are related in any manner to the business (commercial or experimental) of
the Company or any of its subsidiaries or affiliates or are conceived or
made on the Company's time or with the use of the Company's facilities or
materials. The Executive shall further: (a) promptly disclose such
Inventions to the Company; (b) assign to the Company, without additional
compensation, all patent and other rights to such Inventions for the United
States and foreign countries; (c) sign all papers necessary to carry out
the foregoing; and (d) give testimony in support of the Executive's
inventorship.

                      6.2 If any Invention is described in a patent
application or is disclosed to third parties, directly or indirectly, by
the Executive within two years after the termination of the Executive's
employment by the Company, it is to be presumed that the Invention was
conceived or made during the Term.

                      6.3 The Executive agrees that the Executive will
not assert any rights to any Invention as having been made or acquired by
the Executive prior to the date of this Agreement, except for Inventions,
if any, disclosed to the Company in writing prior to the date hereof.

                   7. Intellectual Property.

                  The Company shall be the sole owner of all the products
and proceeds of the Executive's services hereunder, including, but not
limited to, all materials, ideas, concepts, formats, suggestions,
developments, arrangements, packages, programs and other intellectual
properties that the Executive may acquire, obtain, develop or create in
connection with and during the Term, free and clear of any claims by the
Executive (or anyone claiming under the Executive) of any kind or character
whatsoever (other than the Executive's right to receive payments
hereunder). The Executive shall, at the request of the Company, execute
such assignments, certificates or other instruments as the Company may from
time to time deem necessary or desirable to evidence, establish, maintain,
perfect, protect, enforce or defend its right, title or interest in or to
any such properties.

                  8.  Indemnification.

                  The Company will indemnify the Executive, to the maximum
extent permitted by applicable law, against all costs, charges and expenses
incurred or sustained by the Executive in connection with any action, suit
or proceeding to which the Executive may be made a party by reason of the
Executive being an officer, director or employee of the Company or of any
subsidiary or affiliate of the Company.

                  9.  Notices.

                  All notices, requests, consents and other communications
required or permitted to be given hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally, sent by
overnight courier or mailed first class, postage prepaid, by registered or
certified mail (notices mailed shall be deemed to have been given on the
date mailed), as follows (or to such other address as either party shall
designate by notice in writing to the other in accordance herewith):

                  If to the Company, to:

                  Pneumo Abex Corporation
                  c/o M & F Worldwide Corp.
                  35 East 62nd Street
                  New York, New York  10021
                  Attn:  General Counsel

                  If to the Executive, to:

                  Stephen G. Taub
                  2100 Bay Avenue
                  P.O. Box 938
                  Ocean City, NJ  08226


                  10. General.

                      10.1 This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely in New York.

                      10.2 The section headings contained herein are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

                      10.3 This Agreement sets forth the entire
agreement and understanding of the parties relating to the Executive's
employment by the Company, and supersedes all prior agreements,
arrangements and understandings, written or oral, relating to the
Executive's employment by the Company, including, without limitation, the
Employment Agreement dated as of August 1, 2000 (the "Prior Agreement")
between the Company and the Executive, which Prior Agreement is deemed
terminated hereby and of no further force or effect. No representation,
promise or inducement has been made by either party that is not embodied in
this Agreement, and neither party shall be bound by or liable for any
alleged representation, promise or inducement not so set forth.

                      10.4 This Agreement, and the Executive's rights
and obligations hereunder, may not be assigned by the Executive. The
Company may assign its rights, together with its obligations, hereunder (i)
to any affiliate or (ii) to third parties in connection with any sale,
transfer or other disposition of all or substantially all of the business
or assets of the Company; in any event the obligations of the Company
hereunder shall be binding on its successors or assigns, whether by merger,
consolidation or acquisition of all or substantially all of its business or
assets.

                      10.5 This Agreement may be amended, modified,
superseded, canceled, renewed or extended and the terms or covenants hereof
may be waived, only by a written instrument executed by both of the parties
hereto, or in the case of a waiver, by the party waiving compliance. The
failure of either party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to
enforce the same. No waiver by either party of the breach of any term or
covenant contained in this Agreement, whether by conduct or otherwise, in
any one or more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any such breach, or a waiver of the breach
of any other term or covenant contained in this Agreement.

                  11.       Subsidiaries and Affiliates.

                  11.1 As used herein, the term "subsidiary" shall mean any
corporation or other business entity controlled directly or indirectly by
the corporation or other business entity in question, and the term
"affiliate" shall mean and include any corporation or other business entity
directly or indirectly controlling, controlled by or under common control
with the corporation or other business entity in question.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.


                               PNEUMO ABEX CORPORATION



                               By: /s/ Peter W. Grace
                                  ------------------------------------
                                  Peter W. Grace
                                  Senior Vice President



                               By: /s/ Stephen G. Taub
                                  ------------------------------------
                                  Stephen G. Taub