EXHIBIT 10.2

                ADDENDUM TO DEFERRED COMPENSATION AGREEMENT

                                     BETWEEN

                        ELSON T. KILLAM ASSOCIATES, INC.
                            a New Jersey Corporation
                                 (the "Company")

                                       and

                                 EMIL C. HERKERT
                                (the "Employee")


      THIS ADDENDUM, dated , 1990, shall constitute a part of and shall amend
the Deferred Compensation Agreement (the "Agreement") dated September 16, 1986
by and between the Company and Employee. In the event of any inconsistencies
between the terms of this Addendum and the terms of the Agreement, the parties
agree that the terms of this Addendum shall prevail. The parties hereby agree to
the following provisions:

      1.   Paragraphs 2, 3, 4 and 11 of the Agreement are deleted in their
entirety.

      2. A new Paragraph 2 is added to the Agreement as follows:

           2.   DEFERRED COMPENSATION PAYMENTS

           (a) The Company shall pay the Employee a single lump sun payment on
      or before June 15, 1990 equal to the sum of $100,626.38 plus an additional
      gross-up amount to compensate for the Federal and State income tax
      liability of the Employee attributable to such payment. The total payment
      shall be calculated as follows:

           $__________ / (1- Tax Rate), where Tax Rate is equal to the sum of
           the highest marginal Federal and New Jersey income tax rate
           percentages applicable to married individuals at the time of payment.

           (b) The Company shall also make a lump sum payment to the Employee on
      October 15, 1990 and on each October 15 thereafter during the term of
      employment of the Employee. Such payment shall be an amount equal to the
      sum of $20,000 plus an additional gross-up amount to compensate for the
      Federal and State income tax liability of the Employee attributable to
      such payment. The total annual payment shall be calculated as follows:

           $20,000 / (1- Tax Rate), where Tax Rate is equal to the sum of the
           highest marginal Federal and New Jersey income tax rate percentages
           applicable to married individuals at the time of payment.

           (c) Payments by the Company shall be subject to the applicable
      withholding requirements of Federal and state laws and regulations.

      3. A new paragraph 3 is added to the Agreement as follows:

           3. PAYMENTS IN EVENT OF TERMINATION OF EMPLOYMENT.

           (a) In the event that the Employee's employment with the Company is
      terminated by reason of his death or Disability or is terminated for any
      other reason, then within thirty days of such termination the Company
      shall pay Employee (or to his personal representative or guardian) an
      amount equal to the annual payment provided for under paragraph 2(b)
      above, multiplied by a factor, the numerator of which shall be the number
      of days between the previous October 1 and the date of termination, and
      the denominator of which shall be 365.

      4. All other terms and conditions of the Deferred Compensation Agreement
shall remain in full force and effect, which, by the execution of this Addendum,
the parties hereby confirm and ratify.

      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 written above.


ATTEST:                             ELSON T. KILLIAM
                                    ASSOCIATES, INC



                                    By: /s/ Frank Piedelievre

WITNESS:



                                    /s/ Emil C. Herkert

                                    Emil C. Herkert