ADDENDUM
                           EMPLOYMENT CONTRACT BETWEEN

                           THOMAS A. ZUZZIO (EMPLOYEE)

                                       and

                           THE JPM COMPANY (EMPLOYER)

Recitals:

     1.   Employee  is  currently  employed  by  Employer,  under an  employment
          contract dated the 31st day of May, 1999.

     2.   Employee and Employer wish to amend the employment contract to include
          the additional terms set forth below.

     3.   All other terms and  conditions of the original  employment  agreement
          shall remain in full force and effect.

Agreement:

          I. Effect of Change of Control. In the event of a Change of Control of
     EMPLOYER, the following additional provisions shall apply.

     A. Change in Control  Definition.  Change in Control  shall mean any of the
     following events

     1. The sale or other disposition by EMPLOYER of all or substantially all of
its assets to a single  purchaser or to a group of  purchasers,  other than to a
corporation with respect to which, following such sale or disposition, more than
eighty  percent  (80%) of the then  outstanding  shares of common  stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors is then owned  beneficially,  directly or
indirectly,  by  all  or  substantially  all of the  individuals  who  were  the
beneficial  owners of the  outstanding  shares of  EMPLOYER's  common  stock and
voting securities immediately prior to such sale or disposition; or

     2. The  acquisition  in one or more  transactions  by any  person or group,
     directly or  indirectly,  of beneficial  ownership of  twenty-five  percent
     (25%) or more of the outstanding shares of the combined voting power of the
     then outstanding  voting  securities of EMPLOYER entitled to vote generally
     in the  election of  directors,  Provided,  however,  that for this purpose
     acquisition  of such a share by an employee  benefit  plan of EMPLOYER or a
     subsidiary  or affiliate of EMPLOYER or a present  significant  shareholder
     (i.e.,  shareholder  whose current  holdings  exceed 5% of the  outstanding
     stock) of EMPLOYER shall not constitute a Change of Control; or

     3. The  reorganization,  merger or  consolidation  of EMPLOYER into or with
     another person or entity, by which reorganization,  merger or consolidation
     the  shareholders of EMPLOYER  receive less than fifty percent (50%) of the
     outstanding voting shares of the new or continuing corporation.

     4.  For the  purpose  of  paragraph  I and its  subparts,  merger,  sale or
     acquisition of EMPLOYER by or with any other company controlled by EMPLOYER
     or any of its subsidiaries shall not constitute Change of Control.

     B. Good  Cause  Termination.  In the event of a Change  of  Control,  for a
     period of six months thereafter,  the EMPLOYEE may terminate this Agreement
     for Good Cause.

     1. Good Cause. Good Cause shall be defined as

     a) Geographic  Reassignment.  The  relocation of the EMPLOYEE to a location
     more than 40 miles  from  his/her  current  base or  residence,  except for
     required  travel  on  EMPLOYER's   business  to  an  extent   substantially
     consistent  with the EMPLOYEE's  business  travel  obligations  immediately
     prior to a Change in Control.

     b) Reduction in Base Salary.  A reduction by EMPLOYER in the base salary as
     in effect at the time of the Change in Control.

     2. Effect of Good Cause  Termination.  In the event of a termination by the
     EMPLOYEE for Good Cause, EMPLOYEE shall be entitled to the same benefits as
     if the EMPLOYEE had been involuntarily terminated without cause.

     C.  Non-competition  Restriction.  In the event of a Change of Control  and
     involuntary  termination  of  EMPLOYEE  within six months of such Change of
     Control,  by  involuntary  termination  without  cause  or  by  Good  Cause
     resignation,  the  non-competition  restrictions  of paragraph VII shall be
     reduced to twelve months.

THE JPM COMPANY

By:       /s/ Wayne A. Bromfield                   /s/ Thomas A. Zuzzio
                  (Signature)
Name:    Wayne A. Bromfield
Title:   Exec VP and General Counsel
Attest:  /s/ Laney Shambach                        Witness:  /s/ Dennis Fletcher
Date:    18 August 2000