WAIVER AND THIRD AMENDMENT
                       AND MODIFICATION TO LOAN AGREEMENT

     THIS WAIVER AND THIRD  AMENDMENT AND  MODIFICATION  TO LOAN  AGREEMENT (the
"Third Amendment") is made effective the 16th day of September,  2000, among THE
JPM COMPANY, a Pennsylvania corporation ("Borrower"),  FIRST UNION NATIONAL BANK
(successor  by  merger  to  CoreStates  Bank,  N.A.)  in its  capacity  as agent
("Agent"), and the Lenders (hereinafter defined).

                              W I T N E S S E T H:

     WHEREAS,  the  Borrower  and the Agent have  heretofore  entered  into that
certain Loan Agreement dated April 9, 1998 (the  "Agreement") with the financial
institutions signatory thereto from time to time (the "Lenders"),  as amended by
that certain  Amendment and  Modification  to Loan Agreement  dated December 17,
1998 (the  "First  Amendment")  as further  amended by that  certain  Waiver and
Second  Amendment and  Modification  to Loan  Agreement  dated May 15, 2000 (the
"Second  Amendment")  (the Agreement,  as amended by the First Amendment and the
Second Amendment,  hereinafter referred to as the "Loan Agreement";  capitalized
text not  otherwise  defined  herein shall be ascribed the meanings set forth in
the Loan Agreement); and

     WHEREAS,  the Borrower has requested that the Lenders  increase the Maximum
Amount  from  $70,000,000  to  $75,000,000,  waive  certain  financial  covenant
defaults and reset certain financial covenants under the Loan Agreement; and

     WHEREAS,  the Lenders are willing to  increase  the Maximum  Amount,  waive
existing financial covenant defaults and reset certain financial covenants under
the Loan Agreement on the terms and conditions hereinafter set forth.

                                    AGREEMENT

     NOW,  THEREFORE,  intending to be legally bound hereby,  the parties hereto
agree as follows:

     1. DEFINITIONS.

     (a) Each of the  following  definitions  contained in Section 1 of the Loan
Agreement is hereby amended and restated as follows:

     1.7 "Base  Rate" means the sum of (a) the  Applicable  Base Rate Margin (as
defined in Section 1.6) plus (b) the Prime Rate.

     1.47 "Maximum Amount" means Seventy Five Million Dollars  ($75,000,000.00),
less any  reductions  made  pursuant to Section  2.1(c) and  Section  2.1(d) for
mandatory prepayments made pursuant to Section 4.2(b).

     (b) The  following  definitions  are hereby  added to Section 1 of the Loan
Agreement in the order indicated:

     1.1A  "Account  Control  Agreement"  has the  meaning  provided  in Section
5.1(a)(v).

     1.5A "Antrum" means Antrum Interface 725, Ltd., a corporation organized and
existing  under the laws of Ontario,  Canada and a wholly  owned  Subsidiary  of
JPM/Canada.

     1.5B "Antrum GSA" means the General Security  Agreement dated September 14,
2000  between  Borrower and Antrum,  pursuant to which Antrum  grants a security
interest in all of its personal  property to Borrower to secure repayment of the
Antrum Note.

     1.5C "Antrum  Note" means that  Promissory  Note dated  September  14, 2000
issued  by  Antrum  to  Borrower  in  the  original  principal  amount  of  U.S.
$5,000,000.

     15.D "Antrum Stock" means all of the issued and outstanding shares or other
equity interests in Antrum.

     1.9A "Budget" means the consolidated  monthly  projections  prepared by the
Borrower  dated  September 13, 2000 covering the period from June,  2000 through
December,  2000,  which is  attached  hereto as Exhibit  C, as updated  with the
consent of the Required Lenders from time to time.

     1.10A "Canadian Guaranty" means the Guarantee dated September 14, 2000 from
JPM/Canada to Borrower,  pursuant to which JPM/Canada unconditionally guarantees
payment of the Antrum Note.

     1.10B  "Canadian  Pledge" means the Share Pledge  Agreement dated September
14, 2000 from JPM/Canada to Borrower,  pursuant to which JPM/Canada  pledges the
Antrum Stock to Borrower as collateral for the Canadian Guaranty.

     1.14B "Code" means the Internal  Revenue code of 1986, as amended,  and the
regulations promulgated thereunder.

     1.24A "Dollar" or "$" means freely transferable U.S. dollars.

     1.24B  "Domestic  Subsidiary"  means a Subsidiary of the Borrower  which is
organized under the laws of the United States, or the laws of any state therein.

     1.32A  "Foreign  Subsidiary"  means  a  Subsidiary  of  the  Borrower  that
qualifies as "controlled foreign corporation" under Section 957 of the Code.

     1.36A "HUB Locations" means any storage facility not owned or leased by any
Obligor where  inventory of any Obligor is stored prior to sale and/or  delivery
to customers  pursuant to an agreement  between an Obligor and its customer,  or
between an Obligor, the Obligor's customer and an unrelated third party.

     1.39A  "JPM/Canada"  means  JPM/Canada,  Inc., a corporation  organized and
existing  under  the  laws of  Ontario,  Canada  and an  indirect  wholly  owned
Subsidiary of Borrower.

     1.39B  "JPM/Mexico"  means The JPM  Company  de  Mexico,  S.A.  de C.V.,  a
corporation  organized  and  existing  under the laws of Mexico and an  indirect
wholly owned Subsidiary of Borrower.

     1.39C  "JPM/Mexico  Note"  means  that note  dated May 3,  1996,  issued by
JPM/Mexico to Borrower in the original principal amount of US$2,508,623.

     1.48A "McDonald Family" means the former shareholders of Antrum.

     1.48B "McDonald Family Earn Out" means the "Additional  Payment" obligation
of JPM/Canada  to the McDonald  Family  pursuant to that certain Stock  Purchase
Agreement dated June 1, 1998.

     1.48C "McDonald Family Letters of Credit" means three (3) letters of credit
issued by the Issuing Bank pursuant to Section 2.4 of the Loan  Agreement,  each
dated June 28, 1999 (Credits No. SM408959P, SM408960P, and SM408961P, as amended
from time to time),  in the aggregate  stated amount of  US$4,500,000  to secure
repayment of the McDonald Family Earn Out.

     1.48D "Mexican  Guaranty" means the  unconditional,  unlimited  guaranty of
payment issued by JPM/Mexico to Borrower -unconditionally guarantying payment of
the Pantera Note.

     1.49A "Net Worth" means as of any date of determination,  the book value of
the assets of the Borrower and its  Subsidiaries,  determined on a  Consolidated
Basis,  minus  (a)  reserves  applicable  thereto,  and  minus  (b)  all  of the
liabilities  (including accrued and deferred income taxes), all as determined in
accordance with GAAP.

     1.52A  "Pantera"  means  Electronica  Pantera,  S.A. de C.V., a corporation
organized  and  existing  under the laws of Mexico and an indirect  wholly owned
Subsidiary of Borrower.

     1.52B  "Pantera  Note" means that note dated  January 31,  1999,  issued by
Pantera to Borrower in the original principal amount of US$5,000,000.

     1.76  "Winsboro  Property"  means the real estate and  industrial  facility
owned by Borrower,  as successor by merger to The JPM Company of South Carolina,
in Winsboro, South Carolina.

     2. AMENDED AND RESTATED  NOTES;  PRO RATA SHARES.  To further  evidence the
increase  in  the  Maximum  Amount  of  the  Revolver  from   $70,000,000.00  to
$75,000,000.00,  Borrower  shall  execute  and  deliver to each  Lender a Second
Amended and  Restated  Revolver  Note in the form  attached  hereto as Exhibit A
(collectively,  the "Second Amended and Restated Revolver Notes"). The aggregate
principal amount of all of the Second Amended and Restated  Revolver Notes shall
equal  $75,000,000.00.  All  references in the Loan Agreement and in each of the
other Loan Documents to the "Revolver Notes" or a "Revolver Note" shall mean the
Second Amended and Restated  Revolver Notes and each Second Amended and Restated
Revolver Note, as  applicable.  Neither the execution and delivery of the Second
Amended and  Restated  Revolver  Notes nor this  Amendment  shall  constitute  a
novation,  release, waiver,  satisfaction,  accord or accord and satisfaction of
any of the Indebtedness  evidenced by the original Revolver Notes or the Amended
and Restated  Revolver Notes,  which  Indebtedness  shall be deemed advanced and
outstanding  under the Second Amended and Restated  Revolver  Notes. To evidence
each Lender's  increased Pro Rata Share of the Revolver,  Schedule B to the Loan
Agreement is hereby  deleted and replaced  with the Amended  Schedule B attached
hereto.  All references to Schedule B in the Loan Agreement are hereby  replaced
with references to Amended Schedule B.

     3. CONTRACT PERIOD.  Section 2.1(a) of the Loan Agreement is hereby amended
by deleting  "April 8, 2001" in the second line  thereof and  replacing  it with
"December  31, 2000" to the effect that the  Contract  Period shall end, and all
Outstanding Credit shall be due and payable, on December 31, 2000.

     4. USE OF PROCEEDS.  Section 2.2 of the Loan Agreement is hereby amended by
replacing it in its entirety with the following:

     2.2 Use of Proceeds. (a) Borrower agrees to use Advances under the Revolver
to refinance  existing debt to CoreStates and NationsBank,  N.A.,  respectively,
and for working capital and general corporate purposes,  provided, however, that
the first  $5,000,000  of  Advances  provided  after the Third  Amendment,  upon
receipt by Borrower, shall be used to make a Permitted Affiliate Loan to Antrum,
which  Permitted  Affiliate  Loan shall be evidenced  by the Antrum  Note,  with
principal  payable  upon  demand  and  interest  payable  quarterly,  both in US
dollars.  Payment  of the  Antrum  Note  shall  be  guaranteed  by the  Canadian
Guaranty,  and payment of the Antrum  Note and the  Canadian  Guaranty  shall be
secured by first priority liens and security  interests in all personal property
of Antrum and  JPM/Canada.  Borrower  shall cause Antrum to loan $4.5 million to
JPM/Canada,  and Borrower shall cause  JPM/Canada to pay in full to the McDonald
Family the McDonald Family Earn Out and to obtain return and cancellation of the
McDonald Family Letters of Credit;

     (b)  Following  cancellation  of the  McDonald  Family  Letters  of Credit,
Advances  under the Revolver  shall be used solely to fund the types and amounts
of itemized  expenditures  set forth in the Budget for the periods  contemplated
thereby  and  subject to the terms  hereof.  The fact that the  Budget  includes
projections  for periods  beyond the  Contract  Period  shall not  constitute  a
commitment by any Lender with respect to anything beyond the Contract Period.

     5. INTEREST RATES.

     (a) Schedule A to the Loan Agreement is hereby amended by deleting the same
in its entirety  and  replacing  it with  "Amended  Schedule A" attached to this
Third  Amendment.  All references to Schedule A in the Loan Agreement are hereby
replaced with references to Amended Schedule A.

     (b) Section 3.1 of the Loan  Agreement is hereby amended by replacing it in
its entirety with the following:

     3.1 Revolver Interest Rate Options. Provided that no Event of Default shall
have  occurred,  interest on the unpaid  principal  balance of the Revolver will
accrue from the date of advance until final payment thereof,  at a rate or rates
selected by Borrower  from one of the two (2)  interest  rate  options set forth
below,  subject to the  restrictions  and in accordance  with the procedures set
forth in this Agreement:

     (i) the Base Rate; or

     (ii) the LIBOR Rate

     provided,  however,  that from and after  September 14, 2000,  all Advances
bearing  interest  at the LIBOR Rate shall  convert to the Base Rate on the last
day of the Rate Period then in effect,  and  thereafter,  subject to Section 3.3
hereof, all Advances will bear interest at the Base Rate.

     (a) Base Rate. From and after September 14, 2000, except as provided above,
all Advances under the Revolver shall accrue interest at the Base Rate.

     (b) Reserved.

     (c)  Certain  Provisions   Concerning  Revolver  Interest  Rates.  Borrower
understands  and agrees that: (i) subject to the  provisions of this  Agreement,
the interest  rates set forth in Section 3.1 above may apply  simultaneously  to
different portions of the outstanding principal of the Revolver;  (ii) the LIBOR
Rate may apply  simultaneously to various portions of the outstanding  principal
of the Revolver for various Rate Periods; (iii) the LIBOR Rate applicable to any
portion of the  outstanding  principal of the Revolver may be different from the
LIBOR Rate applicable to any other portion of the  outstanding  principal of the
Revolver;  (iv) Advances under the Revolver  accruing interest at the LIBOR Rate
must be in increments of at least One Million Dollars  ($1,000,000.00);  and (v)
no more than six (6) Advances under the Revolver  accruing  interest at the Rate
may be outstanding at any one time.

     (d) LIBOR  Unlawful  for a Lender.  In the event  that,  as a result of any
changes in  applicable  law or  regulation  or the  interpretation  thereof,  it
becomes  unlawful  for a Lender to maintain or fund any Loans under the Revolver
at the LIBOR Rate,  then such Lender  shall  immediately  notify Agent who shall
immediately  notify the other  Lenders and  Borrower  thereof and such  Lender's
obligations to make, convert to, or maintain any Loans under the Revolver at the
LIBOR Rate shall be suspended until such time as such Lender may again cause the
LIBOR Rate to be  applicable  to its share of any Loans under the Revolver  and,
until such time, such Lender's share of Loans under the Revolver  subject to the
LIBOR Rate shall accrue interest at the Base Rate. Promptly after becoming aware
that it is no longer  unlawful  for such Lender to maintain or fund Loans at the
LIBOR Rate,  such Lender  shall  notify  Agent who will notify  Borrower and the
other Lenders thereof and such suspension shall cease to exist.

     (e) Base Rate Option Fall Back.  After  expiration of any Rate Period,  any
principal  portion of the Revolver  corresponding  to such Rate Period which has
not been  converted or renewed in  accordance  with the terms of this  Agreement
shall accrue interest automatically at the Base Rate from the date of expiration
of such Rate Period until paid in full.

     (f) Reserved.

     6. SECURITY; COLLECTION OF RECEIVABLES AND PROCEEDS OF COLLATERAL. Sections
5.1 and 5.2 of the Loan  Agreement are hereby amended by replacing them in their
entirety with the following:


     5.1 Security Agreements and Mortgages.

     (a)  Personal  Property.  As security  for the full and timely  payment and
performance of all Lender  Indebtedness,  each Obligor shall grant to Agent, for
the benefit of the Lenders and the Issuing  Bank, a security  interest in all of
such Obligor's personal property,  whether now owned or hereafter  acquired,  as
evidenced by those certain security and other  agreements  executed of even date
by  Borrower  and  Guarantors  in  favor  of  Agent.  Such  security  and  other
agreements,  as they may be amended from time to time, together with any and all
other  security  and/or other  agreements  hereafter  executed by any Obligor in
favor of Agent as security for any of the Lender  Indebtedness,  are referred to
herein  collectively  as  the  "Security   Agreements."   Without  limiting  the
generality  of  the  foregoing,   the  Borrower  shall,  or  shall  cause  their
subsidiaries, to do the following:

     (i) As  security  for the full and timely  payment and  performance  of the
Antrum Note,  Borrower shall cause Antrum to execute and deliver the Antrum GSA,
granting to Borrower a security interest in all of Antrum's  personal  property,
whether now owned or hereafter acquired, and the Borrower shall perfect the same
in accordance with applicable law. In addition,  Borrower shall cause JPM/Canada
to execute and deliver the Canadian Guaranty and the Canadian Pledge;

     (ii) As security  for the full and timely  payment and  performance  of the
Pantera  Note,  Borrower  shall  cause  Pantera to grant to  Borrower a security
interest in all of Pantera's personal  property,  whether now owned or hereafter
acquired ("Pantera Security Agreement"), and the Borrower shall perfect the same
in accordance with applicable law. In addition,  Borrower shall cause JPM/Mexico
to provide the Mexican  Guaranty,  and shall cause the obligations of JPM/Mexico
under the Mexican  Guaranty  and under the  JPM/Mexican  Note to be secured by a
first priority security interest in all the personal property of JPM/Mexico (the
"Mexican Pledge Agreement"),  including,  without limitation, a pledge of all of
the issued and  outstanding  shares or other equity  interests of  JPM/Mexico in
Pantera ("Pantera Stock");

     (iii)  Borrower and Obligors  shall deliver to Agent for the benefit of the
Lender those  documents  which are necessary to evidence a security  interest of
the Agent for the benefit of the Lenders and the Issuing Bank in the U.S. patent
and trademark office on all patents and trademarks of the Obligors;

     (iv) Borrower, Pantera,  JPM/Mexico,  JPM/Canada and Antrum shall use their
best  efforts to provide  Agent,  for the benefit of the Lenders and the Issuing
Bank,  with landlord  waivers in from and  substance  acceptable to Agent on all
leased real estate, including HUB Locations.

     (v) Borrower and all Domestic  Subsidiaries shall deliver to the Agent, for
the benefit of  Lenders,  agreements  among such  parties,  the Agent,  and each
financial  institution at which such Obligors maintain deposit accounts, in form
and substance satisfactory to Agent ("Account Control Agreements"),  pursuant to
which such  depository  institution  acknowledges  the security  interest of the
Agent for the benefit of the Lenders and the Issuing Bank in all such  accounts,
and agrees to take  instruction  with respect to such  accounts  solely from the
Agent, upon receipt of a Notice of Default.

     (b)  Real  Property.  As  security  for the  full and  timely  payment  and
performance of all Lender  Indebtedness,  each Obligor shall grant to Agent, for
the benefit of the Lenders and the Issuing  Bank,  a mortgage,  deed of trust or
other  evidence  of lien and  security  interest in all of such  Obligor's  real
property, whether now owned or hereafter acquired, as evidenced by those certain
mortgages  or  deeds  of  trust  executed   contemporaneously  by  Borrower  and
Guarantors  in  favor of  Agent.  Such  mortgages,  deeds  of  trust  and  other
agreements,  as they may be amended  from time to time,  are  referred to herein
collectively  as  the  "Mortgages."  Without  limiting  the  generality  of  the
foregoing,  the  Obligors  shall  grant or  otherwise  provide  to Agent for the
benefit of the Lenders and the Issuing Bank the following:

     (i)  Borrower  shall  grant to Agent for the benefit of the Lenders and the
Issuing Bank, a first priority mortgage in the Winsboro Property.

     (ii) Borrower shall grant to Agent,  for the benefit of Lenders,  with best
available mortgage on all other real estate owned;

     (iii) Antrum and JPM/Canada shall grant to Borrower, to secure repayment of
the Antrum  Note and the  Canadian  Guaranty  respectively,  the best  available
mortgage on all owned real estate,  which mortgages shall be pledged by Borrower
to Agent for the benefit of the Lenders and the Issuing Bank.

     (iv) Pantera and JPM/Mexico shall grant to Borrower, to secure repayment of
the Pantera Note, the Mexican Guaranty and the JPM/Mexico Note respectively, the
best  available  mortgage on all owned real  estate,  which  mortgages  shall be
pledged by  Borrower  to Agent for the  benefit of the  Lenders  and the Issuing
Bank.

     5.2 Pledge  Agreements.  As further  security for the Lender  Indebtedness,
each  Obligor  shall  pledge  and assign to Agent,  or cause to be  pledged  and
assigned to Agent,  for the benefit of the Lenders and the Issuing  Bank (i) 66%
of the issued and outstanding  certificated  shares or other certificated equity
interests  of  Obligors  in  each  Subsidiary  which  is a  "controlled  foreign
corporation"  under the provisions of Section 957 of the Code,  (ii) 100% of the
issued  and  outstanding   certificated  shares  or  other  certificated  equity
interests  of  Obligor  in  each  other   Subsidiary  (all  items  described  in
subparagraphs (i) and (ii) collectively referred to as the "Equity Collateral"),
and (iii) all notes or other written evidence of intercompany indebtedness owing
to any Obligor,  including without limitation, the Antrum Note, the Pantera Note
and the JPM/Mexico Note (collectively the "Notes") and all security  agreements,
mortgages,  guaranties  and other  documents  creating and perfecting a security
interest or lien to secure the repayment of the Notes (collectively the "Chattel
Paper" and  together  with the Notes,  the "Debt  Collateral").  Such pledge and
assignment of Equity  Collateral shall include all dividends,  distributions and
other proceeds with respect to such shares or equity interests,  and such pledge
and  assignment  of  Debt  Collateral  shall  include  security  agreements  and
mortgages securing repayment of the Notes, all guaranties for the Notes, and all
payments of principal and interest thereon, all pursuant to Amended and Restated
Pledge  Agreements in form and substance  acceptable to the Agent  (collectively
the "Amended and Restated Pledge Agreements").


     7. GENERAL COVENANTS.  The following  additional covenants are hereby added
to  Article  7 of the  Loan  Agreement  at the  respective  numerical  locations
indicated:

     7.26 Financial  Consultant.  Borrower  shall, on or before August 31, 2000,
retain a financial consultant acceptable to Agent and Required Lenders.

     7.27 Negative  Pledge.  Borrower shall neither cause nor permit any Foreign
Subsidiary  to grant or permit to exist any Lien on any  assets of such  Foreign
Subsidiary  other than such Liens as may be granted to Agent for the  benefit of
Lenders and the Issuing Bank.

     7.28  Borrower  to Own All  Inventory  and  Accounts  for Goods Sold in the
United States.  To the extent it can be  accomplished  without tax  consequences
adverse to Borrower and its Subsidiaries, Borrower shall use its best efforts to
cause Antrum, Pantera and all other Foreign Subsidiaries to transfer to Borrower
in consideration for appropriate  intercompany debits and credits,  all finished
goods  inventory  shipped to the United  States for delivery to customers in the
United States,  including  finished goods inventory at HUB Locations,  such that
all  finished  goods  inventory  in the  United  States  shall be owned by,  and
reflected on the books of, the  Borrower.  Furthermore,  Borrower  shall use its
best  efforts to cause all future  sales of finished  goods  inventory to United
States  based  customers  to be  invoiced  by, and to be  reflected  as accounts
receivable  on,  the books and  records of  Borrower  to the extent it can do so
without it or its Subsidiaries sustaining adverse tax consequences.

     7.29 Lender  Consultants.  Upon the request of the  Required  Lenders,  the
Agent may retain, at the expense of the Borrower, a financial consultant for the
Lenders, to review and monitor the operations,  historical financial statements,
projections,  Budget,  Business  Plan  of  the  Borrower,  work  product  of the
Borrower's  Financial  Consultant,  and such  other  aspects  of the  Borrower's
business as may be requested by the Lenders.

     7.30 No Prepayment of Intercompany Notes. Prior to indefeasible  payment in
full of the Lender  Indebtedness,  Borrower  shall  neither  make demand on, nor
permit  repurchase,  redemption,  or prepayment of, the Antrum Note, the Pantera
Note, and/or the JPM/Mexico Note.

     7.31 Performance in Accord with Budget.  From and after September 14, 2000,
the financial  performance of Borrower and its  Subsidiaries as reflected in the
Monthly Reports provided to the Agent and the Lenders pursuant to Section 9.3(b)
of this Loan  Agreement  shall not be  materially  adverse to the income or cash
flow projected by the Budget for the comparable period.

     8. FINANCIAL  COVENANTS.  Article 8 of the Loan Agreement is hereby amended
by deleting the same in its entirety:

     9. WAIVER OF EXISTING  DEFAULTS.  To the extent  Borrower was, prior to the
Effective Date of this Third  Amendment,  in default of the financial  covenants
set forth in Sections  8.1,  8.2 or 8.3 for the fiscal  quarter  ending June 30,
2000, such defaults are hereby waived by the Lenders.

     10. COMMUNICATIONS AND NOTICES. Article 15 of the Loan Agreement is amended
by replacing  the  distribution  list in Section  15.1 in its entirety  with the
following:

         To Borrower:        The JPM Company
                             155 North 15th Street
                             Lewisburg, PA 17837
                             Attention:     John H. Mathias, Chairman & CEO
                             Telecopier:    (717) 524-5660

         With copies to:     The JPM Company
                             155 North 15th Street
                             Lewisburg, PA 17837
                             Attention:  Wayne Bromfield, Exec. Vice President
                                         and General Counsel
                             Telecopier: (717) 524-5660

         To Agent:           First Union National Bank
                             Widener Building, 4th Floor
                             1 South Penn Square
                             Philadelphia, PA 19107
                             Attn:  Jill W. Akre
                             Telecopier: (215) 973-8783

         With copies to:     Kilpatrick Stockton LLP
                             301 South College Street, Suite 3500
                             Charlotte, NC 28202-6001
                             Attention:     J. Michael Booe, Esquire
                             Telecopy Number:        (704) 338-5125

         To Mellon:          1735 Market Street
                             Room 193-0705
                             Philadelphia, PA 19103
                             Attention:  Susan C. Saxer
                             Telecopy Number:  (215) 553-4560

         With copies to:     Klett, Rooney, Lieber & Schorling
                             Two Logan Square, 12th Floor
                             Philadelphia, PA 19103-2756
                             Attn:  William H. Schorling
                             Telecopy Number:  (215) 567-2737

         To Bank of          Bank of America
         America:            101 N. Tryon Street
                             NC 1-001-13-26
                             Charlotte, NC 28255
                             Attention:  David Colmie
                             Telecopy Number:  (704) 386-5856

         To PNC:             PNC Bank
                             201 Penn Avenue
                             Scranton, PA 18503
                             Attention:  Greg Misterman
                             Telecopy Number:  (570) 961-6240

     11. AMENDMENT FEE.  Borrower shall pay to Agent for the pro rata benefit of
the consenting  Lenders the following  Amendment Fee: (i) upon execution of this
Third Amendment 0.25% of the Maximum Amount, as amended,  less a credit of up to
$100,000  for the Waiver Fee  actually  paid by or on behalf of the Borrower for
the August 18, 2000 Temporary Waiver  ("Temporary  Waiver"),  which fee is fully
earned by the consenting Lenders and is  non-refundable,  and (ii) at the end of
the Contract  Period,  $1,000,000  provided,  however,  that if the  Outstanding
Credit is paid in full on or before November 30, 2000, such fee shall be reduced
to  $500,000,  but in either  event such fee is fully  earned by the  consenting
Lenders and is non-refundable.

     12. COSTS AND EXPENSES.  Expressly in addition to the Amendment Fee payable
under  Paragraph  11  above,  Borrower  shall  pay all  costs  and  expenses  in
connection  with the  review,  negotiation,  documentation  and  closing  of the
Temporary   Waiver  and  this  Third  Amendment  and  the  consummation  of  the
transactions  contemplated  by  both,  including,   without  limitation,   fees,
disbursements  and expenses of counsel  (outside or internal)  retained by Agent
and all  Lenders,  and all fees related to filings,  recording of documents  and
searches.

     13.  ADDITIONAL  DOCUMENTS.  Borrower  covenants  and agrees to execute and
deliver,  and to cause to be executed  and  delivered to Agent any and all other
documents, agreements, corporate resolutions,  certificates and opinions as Bank
shall  request in  connection  with the  execution  and  delivery  of this Third
Amendment or any other documents in connection herewith.

     14.  REFERENCES.  All  references  in  the  Loan  Documents  to  the  "Loan
Agreement" shall mean the Loan Agreement as amended by the First Amendment,  the
Second Amendment and this Third Amendment.  All references in the Loan Agreement
and the other Loan  Documents to the "Loan  Documents"  shall  include,  without
limitation,  the First Amendment,  the Second Amendment and this Third Amendment
and any and all other  instruments or agreements  executed in connection with or
pursuant thereto.

     15.  EFFECTIVE  DATE. This Third Amendment shall not be effective until the
date (the  "Effective  Date") on which the Borrower has  satisfied (or the Agent
and the  Lenders  have  waived  in  writing)  each of the  following  conditions
precedent:

     (a) Agent shall have  received  this Third  Amendment  duly executed by all
parties  hereto,  together  with the duly executed  Second  Amended and Restated
Revolver  Notes in the form  annexed  hereto as Exhibit A and the duly  executed
Third Amended  Acknowledgment  and Consent in the form annexed hereto as Exhibit
B;

     (b) Agent shall have  received  possession  of the Antrum Note,  the Antrum
GSA, the Canadian  Guaranty,  the Canadian Pledge, the Antrum Stock, the Pantera
Note and the JPM/Mexico Note,  together with stock powers and powers of attorney
in form and substance acceptable to Agent;

     (c)  Agent  shall  have  received  a  certificate  of the  Secretary  or an
Assistant  Secretary  of  Borrower  and each  Guarantor,  in form and  substance
satisfactory to Agent,  with respect to (i) the certificate of incorporation and
by-laws of Borrower and each  Guarantor,  (ii) the  resolutions  authorizing the
execution,  delivery and  performance of this Amendment and (iii) the incumbency
of officers of Borrower  and each  Guarantor  authorized  to execute and deliver
this Amendment;

     (d)  Agent  shall  have  received  a  certificate  of the  Secretary  or an
Assistant Secretary of JPM/Canada and Antrum, in form and substance satisfactory
to Agent,  with respect to (i) the certificate of  incorporation  and by-laws of
JPM/Canada and Antrum, (ii) the resolutions authorizing the execution,  delivery
and performance of the Antrum Note, the Antrum GSA, the Canadian  Guaranty,  the
Canadian Pledge Agreement (collectively,  the "Canada Loan Documents") and (iii)
the  incumbency of officers of JPM/Canada  and Antrum  authorized to execute and
deliver the Canadian Documents;

     (e) Agent shall have received a certificate of good standing,  issued as of
a recent date, with respect to Borrower, each Guarantor,  Antrum, and JPM/Canada
from its jurisdiction of incorporation;

     (f) Agent shall have received  payment of the presently  payable portion of
Amendment  Fee, as described in  Paragraph 11 of this Third  Amendment,  for the
ratable  benefit  of the  Lenders  consenting  to this  Third  Amendment,  to be
distributed  by Agent to the  consenting  Lenders  in  respect  of the  Lender's
respective Pro Rata Percentage of the Maximum Amount;

     (g) Agent shall have received an opinion of Borrower's counsel, in form and
substance  satisfactory to Agent and its counsel,  as to the due  authorization,
validity  and  enforceability  of the Third  Amendment,  the Second  Amended and
Restated  Revolver Notes,  the Third Amended  Acknowledgement  and Consent,  the
Amended and Restated Pledge Agreements, and the Power of Attorney;

     (h) Agent shall have received an opinion of Borrower's Canadian counsel, in
form  and  substance  satisfactory  to  Agent  and  its  counsel,  as to the due
authorization,  validity and  enforceability of the Antrum Note, the Antrum GSA,
the Canadian Guaranty and the Canadian Pledge;

     (i) Agent shall have  received  payment of all fees and expenses of counsel
to Agent  and  each  Lender  payable  pursuant  to  Paragraph  12 of this  Third
Amendment;

     (j) Agent  shall have  received  constructive  possession  of the  McDonald
Family Letters of Credit for cancellation; and

     (k)  Agent  shall  have  received  such  other   documents,   certificates,
instruments and opinions as Agent may reasonably request.

     16. POST CLOSING  ITEMS.  On or before  October 16, 2000,  Agent shall have
received:

     (a) The best available Mortgage on all owned real estate of Borrower;

     (b) The best  available  Mortgage on all owned real estate of Antrum,  duly
assigned to Agent for benefit of the Lenders and the Issuing Bank;

     (c) The best available  Mortgage on all owned real estate of Pantera,  duly
assigned to agent for the benefit of the Lenders and the Issuing Bank.

     (d) The Pantera  Security  Agreement,  the Mexican  Pledge  Agreement,  the
Pantera  Stock,  together  with stock  powers and powers of attorney in form and
substance acceptable to Agent.

     (e) Landlord waivers in form and substance  acceptable to Agent from leased
facilities  housing  inventory  of  Borrower  in the United  States,  Canada and
Mexico,  except for those landlords from whom such waivers could not be obtained
despite the best efforts of Borrower and its Subsidiaries.

     (f)  Executed  documents  in suitable  form for filing in the US Patent and
Trademark  Office to evidence  the Agent's  security  interest in the  Obligor's
patents and trademarks.

     Failure to provide any or all of these  post-closing items by the specified
deadline  shall  constitute  an Event of  Default  under  Section 13 of the Loan
Agreement.

     17. RELEASE AND COVENANT NOT TO SUE.  Borrower  hereby releases and forever
discharges the Agent, Lenders and all of their respective  officers,  directors,
employees and agents from any and all actions,  causes of action,  debts,  dues,
claims,  demands,  liabilities and obligations of every kind and nature, both in
law and in equity,  known or  unknown,  now  existing,  which  might be asserted
against  Agent or Lenders  arising out of or relating to the Loan  Agreement and
the other Loan  Documents,  the  indebtedness  under the  Amended  and  Restated
Revolver Notes,  the Temporary  Waiver,  and the lending,  deposit and borrowing
relationships   between   Borrower   and  Agent  and  Lenders,   including   the
administration,  collateralization and funding thereof. Borrower agrees never to
institute or cause to be  instituted  any suit or proceeding of any kind against
Agent, Lenders or their respective officers,  directors,  employees or agents on
account of any claim, known or unknown,  now existing,  arising from or relating
to the Loan Agreement and the other Loan Documents,  the indebtedness  under the
Amended and  Restated  Revolver  Notes,  the  Temporary  Waiver or the  lending,
deposit and borrowing relationships between Borrower and Lenders.


     18. FURTHER AGREEMENTS AND REPRESENTATIONS. Borrower does hereby:

     (a) ratify,  confirm and acknowledge  that the Loan  Agreement,  as amended
hereby,  and the other Loan  Documents are valid,  binding and in full force and
effect;

     (b) covenant  and agree to perform all  obligations  of Borrower  contained
herein,  in the Second  Amended  and  Restated  Revolver  Notes,  under the Loan
Agreement, as amended, and the other Loan Documents;

     (c)  acknowledge   and  agree  that  Borrower  has  no  defense,   set-off,
counterclaim  or challenge  against the payment of any sums owing under the Loan
Documents  or the  enforcement  of any of the  terms of the Loan  Agreement,  as
amended,  the  Second  Amended  and  Restated  Revolver  Notes or the other Loan
Documents;

     (d)  acknowledge  and agree  that all  representations  and  warranties  of
Borrower  contained in the Loan Agreement  and/or the other Loan  Documents,  as
amended,  are true, accurate and correct on and as of the date hereof as if made
on and as of the date  hereof,  except as  previously  disclosed to the Agent in
writing with respect to Section 6.6 of the Loan Agreement;

     (e)  represent and warrant that no Event of Default (as defined in the Loan
Agreement or any of the other Loan  Documents) or event which with the giving of
notice or  passage  of time or both  would  constitute  such an Event of Default
exists,  except those expressly waived in Paragraph 9 above, and all information
described  in the  recitals  to this  Third  Amendment  is  true,  accurate  and
complete;

     (f)  acknowledge  and agree that  nothing  contained  herein and no actions
taken  pursuant to the terms hereof is intended to  constitute a novation of the
Loan  Agreement or any of the other Loan  Documents,  and does not  constitute a
release,  termination  or waiver  (except as  expressly  provided in Paragraph 9
above) of any  existing  Event of Default or of any liens,  security  interests,
suretyship  obligations,  pledges,  rights or remedies  granted to Agent  and/or
Lenders  therein,  which  liens,  security  interests,  suretyship  obligations,
pledges, rights and remedies are hereby expressly ratified,  confirmed, extended
and  continued  as  security  for all Lender  Indebtedness,  including,  without
limitation,  all  obligations  of Borrower  to Agent and Lenders  under the Loan
Agreement,  as amended by the First  Amendment,  the Second  Amendment  and this
Third  Amendment,  the Second Amended and Restated  Revolver Notes and the other
Loan Documents; and

     (g) acknowledge and agree that Borrower's failure to comply with or perform
any  of its  covenants,  agreements  or  obligations  contained  in  this  Third
Amendment shall constitute an Event of Default under the Loan Agreement and each
of the Loan Documents.

     19. INCONSISTENCIES.  To the extent of any inconsistency between the terms,
conditions and provisions of this Third Amendment and the terms,  conditions and
provisions  of the Loan  Agreement  or the  other  Loan  Documents,  the  terms,
conditions and  provisions of this Third  Amendment  shall  prevail.  All terms,
conditions and provisions of the Loan Agreement and the other Loan Documents not
inconsistent  herewith  shall  remain in full  force and  effect  and are hereby
ratified and confirmed by Borrower.

     20. NO  WAIVER/COUNTERPARTS.  Except as expressly set forth herein, nothing
contained  herein and no actions taken pursuant to the terms hereof are intended
to, nor shall  they  constitute  a waiver by Agent or Lenders  of, any rights or
remedies available to any of them at law or in equity or as provided in the Loan
Agreement or the other Loan  Documents.  This Third Amendment may be executed in
multiple counterparts.

     21. BINDING EFFECT. This Third Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.

     22.  GOVERNING LAW. This Third Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.

     23.  HEADINGS.  The  headings of the sections of this Third  Amendment  are
inserted for  convenience  only and shall not be deemed to  constitute a part of
this Amendment.

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

                  THE JPM COMPANY

                  By:
                  Name/Title:       John H. Mathias
                                    Chief Executive Officer

                  AGENT:
                  FIRST UNION NATIONAL BANK, as Agent

                  By:
                  Name
                  Title:

                  ISSUING BANK:
                  FIRST UNION NATIONAL BANK, as Issuing Bank

                  By:
                  Name
                  Title:

                  LENDERS:
                  FIRST UNION NATIONAL BANK, as Lender
                  By:
                  Name
                  Title:

                  MELLON BANK, N.A.
                  By:
                  Name
                  Title:

                  BANK OF AMERICA,  N.A.,  successor  by merger to
                  NATIONSBANK, N.A.

                  By:
                  Name
                  Title:

                  PNC BANK, NATIONAL ASSOCIATION
                  By:
                  Name
                  Title:



                               AMENDED SCHEDULE A


Borrower's Funded    Applicable Base Rate   Applicable LIBOR Rate     Usage Fee
  Debt/EBITDA*             Margin                 Margin

<2.0 to 1.0               3.0%                    1.125%                0.250%

>2.0 to 1.0               3.0%                    1.375%                0.250%
but <2.5 to 1.0

>2.5 to 1.0               3.0%                    2.125%                0.375%
but <3.0 to 1.0

>3.0 to 1.0               3.0%                    2.375%                0.375%
but <3.25 to 1.0

>3.25 to 1.0              3.0%                    2.750%                0.500%
but <3.5 to 1.0

>3.5 to 1.0               3.0%                    3.250%                0.500%
but <4.0 to 1.0

>4.0 to 1.0               3.0%                    3.500%                0.500%
but <4.5 to 1.0

>4.5 to 1.0               3.0%                    3.750%                0.500%


*Funded  Debt/EBITDA means, as of the end of each fiscal quarter of Borrower and
determined for the 12 month period then ended, (a) total funded debt of Borrower
and its  Subsidiaries  for such period  (Indebtedness  for  borrowed  money plus
Capitalized  Lease  Obligations),  divided by (b) EBITDA  for such  period;  all
calculated on a Consolidated Basis and in accordance with GAAP.



                               AMENDED SCHEDULE B


LENDER                       PRO RATA PERCENTAGE                PRO RATA SHARE

First Union National Bank           37.5%                      $28,125,000
Mellon Bank, N.A.                   25.0%                      $18,750,000
PNC Bank, National Association      16.67%                     $12,500,000
Bank of America                     20.83%                     $15,625,000
         TOTAL                       100%                      $75,000,000




                                    EXHIBIT A


                           SECOND AMENDED AND RESTATED
                                  REVOLVER NOTE




                                    EXHIBIT B

                                  THIRD AMENDED
                           ACKNOWLEDGMENT AND CONSENT



                                    EXHIBIT C

                                     BUDGET