EXHIBIT 10.1

                         DEFERRED COMPENSATION AGREEMENT


      AGREEMENT made as of the 16th day of September, 1986, between Elson T.
Killam Associates, a New Jersey corporation with offices at 27 Bleeker Street,
Millburn, New Jersey, (hereinafter referred to as the "Company") and EMIL C.
HERKERT, residing at 12 Druetzler Court, Whippany, New Jersey, (hereinafter
referred to as "Employee").

      WHEREAS, the Employee is employed by the Company to serve as an officer
pursuant to the terms and conditions of a certain Employment Agreement dated as
at September 10, 1986.

      WHEREAS, in consideration of anticipated services to be rendered by the
Employee, the Company desires to provide the Employee with additional
compensation as provided below;

      NOW, THEREFORE, it is mutually agreed by the Employee and the Company as
follows:

      1.   DEFINITIONS.

      For purposes of this Agreement the words and/or phrases below shall have
the following meaning:

      (a) "Deferred Compensation Account" shall mean the account established and
maintained by the Company for the Employee to which Company contributions
hereunder, and earnings and appreciation thereon, are credited, and to which
expenses and depreciation are charged.

      (b) "Disability" shall mean if the Company finds, on the basis of medical
evidence satisfactory to the Company, that continuously for at least six months,
the Employee has been unable to perform his duties as an employee of the Company
as a result of bodily injury or disease.

      (c) "Full Time Basis" shall mean employment with the Company in excess of
1000 hours or service (as defined in the Company's Internal Revenue Code Section
401(k) Thrift and Savings Plan in effect as of September 16, 1986.

      (d) "Normal Retirement Age" shall mean the date the Employee attains the
age of 60 years.

      (e) "Post Acquisition Month of Service" shall mean a month, commencing
September 1986 during which the Employee is employed by the Company for at least
one hour.

      2.   DEFERRED COMPENSATION AMOUNT.

      (a) Normal Retirement Benefit. Commencing with the first day of the month
next succeeding the date upon which the Employee attains normal retirement age,
the Company shall pay the Employee the amount in his Deferred Compensation
Account in one of the following optional forms:

           (i)  One lump sum payment in cash, or

           (ii) Purchase of a 15 year sum certain annuity, payable in 180 equal
                monthly installments, provided, however, that such annuity shall
                not be in a form which will provide for payment over a period
                extending beyond either the life expectancy of the employee (or
                the life expectancy of the employee and his spouse).

      The election of the form of benefit provided for hereunder shall he made
in writing at least 90 days prior to the date on which the Employee's first
retirement benefit payments become due, or with the consent of the Company at
any time prior to the date at which the first retirement benefit payment becomes
due. If the Employee dies prior to electing a payment option, the Company, after
consultation with the spouse or other beneficiary, and a legal representative of
the Estate of the Employee, shall in it's sole and actual discretion, make such
designation in writing within nine months of the Employee's death.

      (b)  Deferred Retirement Benefit.

      In the event that the Employee remains in the employ of the Company on a
full time basis beyond his normal retirement age, the Company shall continue to
make contributions to the Deferred Compensation Account as provided in Paragraph
4(a). The Company shall pay to the Employee, or his spouse, the amount in his
Deferred Compensation Account in one of the optional forms described above at
Paragraph 2(a), commencing on the first day of the month next succeeding the
date upon which the Employee retires.

      (c) Pre Retirement Benefit. In the event that employment of the Employee
with the Company is terminated prior to his attaining the normal retirement age
for any reason, other than disability or death, the Company shall immediately
cease making contributions to the Deferred Compensation Account. The Deferred
Compensation Account, however, shall continue to be credited with earnings and
appreciation, and be charged with expenses and depreciation, as the case may be,
until the date the Employee would have attained his normal retirement age if he
had remained in the employ of the Company. The Company shall pay to the
Employee, or his spouse, the amount in his Deferred Compensation Account in one
of the optional forms described above at Paragraph 2(a), commencing on the first
day of the month next succeeding the date on which the Employee would have
reached normal retirement age.

      3.   DISABILITY OR DEATH.

      (a) Amount of Benefit. If the Employee's employment is terminated because
of the disability or death of the Employee before he has retired (whether normal
retirement or deferred retirement) or if the employment of the Employee has been
terminated prior to his attaining normal retirement age and he later becomes
disabled or dies, the Company shall pay to the Employee (in the event of his
disability), or his spouse, (in the event of his death), the amount in his
Deferred Compensation Account as of the date of such disability or death. The
Company shall pay to the employee, or his spouse, the amount in his Deferred
Compensation Account in one of the optional forms described above in Paragraph
2(a), commencing on the first day of the month next succeeding such disability
or death, as the case may be.

      (b) Death After Commencement of Benefit. If the employee shall elect to
receive an annuity pursuant to Paragraph 2(a)(ii) and shall die after payments
thereon have commenced, but before a total of 180 monthly payments (or such
lesser amount as provided in the annuity) are made by Company, the remaining
payments should be made to his spouse.

      (c) Death of a Spouse. If both the Employee and his spouse should die
before a total of 180 monthly payments (or such lesser amount as provided in the
annuity) are made by the Company, the remaining payments shall be paid per
stirpes to the issue of the Employee who survive both the Employee and his
spouse. If no such issue survives both the Employee and his spouse, payment
shall be made to the Company.

      (d) Incapacity of Employee or Other Beneficiary. If any person to whom any
payment is due under this Agreement is legally adjudicated as being under a
disability preventing such person from acting on his or her own behalf, any
payment due (unless a prior claim therefor shall have been made by a duly
appointed guardian, committee, or other legal representative) may be paid, in
the Company's discretion, to such person with whom such person resides for such
person's use and benefit, and the receipt by such person or such person's
guardian or such other person shall be a complete discharge of the Company's
liability under this Agreement to the extent of such payment.

      4.    DEFERRED COMPENSATION ACCOUNT.

      (a) Contributions. Commencing October 1, 1986 and on the first day of
October of each year thereafter during the continuance of the Employees full
time Employment with the Company, the Company shall contribute Twenty Thousand
($20,000.00) Dollars per annum to the Deferred Compensation Account for the
purpose of funding the Employee's retirement benefit provided for hereunder.

      (b) Investment Authority. Funds so contributed to the Deferred
Compensation Account shall be invested in certificates of deposit, mutual funds,
annuity contracts, stocks, bonds, or any other assets as may be selected by the
Company in its sole discretion. In the exercise of the foregoing discretionary
investment powers, the Company may engage at its expense investment counsel,
and, if it so desires may delegate to such counsel full or limited authority to
select the assets in which the funds are to be invested.

      (c) Investment Ownership. Title to and beneficial ownership of any assets
contributed and allocated to the Deferred Compensation Account hereunder, shall
at all times remain the Companys', and the Employee, and his spouse, as the case
may be, shall not have any proprietary interest whatsoever in any specific
assets hereunder.

      (d) Investment Gains and Losses. The Employee, on behalf of himself, his
spouse and his issue, however, assumes all risk in connection with any decrease
in value of the Deferred Compensation Account and will benefit from any increase
in value of the Deferred Compensation Account.

      5.   BINDING EFFECT.

      This Agreement shall be binding upon and inure to the benefit of the
Employee, his heirs, executors, administrators and legal representatives, and
the Company, its successors and assigns.

      6.   NO ASSIGNMENT BY EMPLOYEE.

      The rights of the Employee or his spouse under this Agreement may not
assigned, transferred, pledged or encumbered except by will or by the laws of
intestate distribution.

      7.   AMENDMENT OF AGREEMENT.

      This Agreement may not be altered, changed, amended or terminated except
by written agreement signed by the Employee and the Company.

      8.   NO TRUST.

      Nothing contained in this Agreement, nor any action taken pursuant to or
in furtherance of the provisions of this Agreement shall create or be construed
to create a trust of any kind, or a fiduciary relationship between the Company
and the Employee or between the Company and any other person entitled to
payments under this Agreement.





      9.   JOINT AND SEVERAL LIABILITY.

      The Company, Duncan, Lagnese and Associates, Inc., and Engineering,
Technology and Knowledge Corp., shall be jointly and severally liable for the
payment of any benefits provided for hereunder.

      10.  COMPLIANCE WITH CODE, ETC.

      It is intended and understood by the parties hereto that this Agreement
complies with the provisions of the Internal Revenue Code and Regulations in
effect at the time of its execution. If, at a later date, the laws of the United
States or of the State of New Jersey are construed in such a way as to make this
Agreement void and of no effect, then this Agreement will be given effect in
such manner as will carry out the purposes and intentions of the parties.

      11.  SEVERABILITY.

      If this Agreement shall ever be interpreted by the Internal Revenue
Service as ineffective with regard to deferral of the Employee's income, and
such interpretation shall become final and unappealable, then only those amounts
in the account which would be treated as taxable income by the Internal Revenue
Service at the time of such final interpretation will be paid over to the
Employee. All other assets in the account at the time of such final
interpretation will be distributed to the Employee according to Paragraph 2,
above.

      12.  EFFECT ON OTHER AGREEMENTS.

      Nothing in this Agreement shall prevent the Employee from receiving, in
addition to any amounts he may be entitled to receive under this Agreement, any
amounts that may be distributable to him at any time under any employment
agreement, pension plan, profit sharing plan, or other incentive plan or similar
plan of the Company now in effect or which may hereafter be adopted.

      13.  GOVERNING LAW.

      This Agreement has been made in the State of New Jersey and shall be
interpreted in accordance with and governed by the laws of this State.

      14.  ARBITRATION.

      Any controversy or claim arising out of or relating to this Agreement
shall be settled by arbitration in accordance with the rules of the American
Arbitration Association. The arbitration award shall be final and binding and
judgment upon the award rendered in such arbitration may be entered in any court
having jurisdiction thereof. All costs arising out of such arbitration shall be
borne by the party prevailing in any such arbitration.
      IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on
its behalf by its representatives and the Employee has signed this Agreement all
as of the day and year first above written.

ATTEST:                        ELSON T. KILLAM ASSOICATES, INC.


                               By:   /s/  Emil C. Herkert


WITNESS:


                               /s/ Emil C. Herkert
                                 Emil C. Herkert


                             LIMITED TO PARAGRAPH 9


                               DUNCAN, LAGNESE AND ASSOCIATES, INC.

                               By: [signature illegible]



                               ENGINEERING, TECHNOLOGY & KNOWLEDGE, CORP.


                               By: [signature illegible]