EMPLOYMENT CONTRACT ADDENDUM
                                 JOHN H. MATHIAS


Recitals:

     1.   John H.  Mathias  is  currently  Chief  Executive  Officer  of The JPM
          Company,  under  a  contract  of  employment  dated  the  21st  day of
          September, 1990.

     2.   The Board of Directors of The JPM Company  wishes to  supplement  that
          employment  contract  with  additional  terms  in  recognition  of the
          service and loyalty of John H. Mathias to The JPM Company.


Agreement:

          I. Termination.  This Agreement shall terminate in the event Section I
     becomes operative:

          A. Death or disability. Upon the death or disability of EMPLOYEE, this
     Agreement  shall  terminate.  For  purpose  of  this  Agreement,  the  term
     "disability"  shall mean the  determination  by Employer  that  Employee is
     unable to perform substantially all of the duties that were being performed
     for Employer  prior to such  determination,  and the  continuation  of such
     inability for a consecutive  period in excess of three (3) months following
     such  determination  (unbroken by return to work for an aggregate period in
     excess of thirty (30) days).

          B.  Involuntary  Termination.  EMPLOYER may terminate  this  Agreement
     without cause.

          C. Compensation Payable upon Termination.  In the event of termination
     of this  Agreement  by EMPLOYER  for any reason set forth  hereinabove  (in
     subparagraphs  A or B) other than death of the EMPLOYEE,  EMPLOYEE shall be
     entitled to receive  termination  pay equal to twelve  months of the annual
     salary then in effect,  payable in twelve monthly  installments,  PROVIDED,
     however,  that any  salary  paid  during a period of  disability  preceding
     termination shall be credited toward the payments due hereunder.

          D.  Resignation  as full-time  EMPLOYEE.  EMPLOYEE,  at any time,  may
     choose to resign as a full-time EMPLOYEE.

          E.  Termination  for Cause.  EMPLOYER  may  terminate  this  Agreement
     immediately   for   cause,    including    without    limitation,    fraud,
     misrepresentation,   theft  or  embezzlement   of  the  Company's   assets,
     intentional  violations  of law or  company  policies,  or a breach of this
     Agreement. In the event of termination for cause, no severance pay shall be
     due EMPLOYEE.

          F. Return of Documents. Upon termination of employment for any reason,
     all documents, writings, or any other such material produced or received in
     the course of  employment  shall be returned to EMPLOYER.  II.  Termination
     upon Change in Control.. EMPLOYEE shall be entitled to additional payments,
     as set forth  herein,  in the event of a Change in Control of EMPLOYER.  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 II 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
     greater than one-third (1/3) in the base salary of EMPLOYEE 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.

THE JPM COMPANY

By:       /s/ Wayne A. Bromfield                   /s/ John H. Mathias
                  (Signature)
Name:    Wayne A. Bromfield
Title:   Exec VP and General Counsel
Attest:  /s/ Laney Shambach                        Witness:  /s/ Laney Shambach
Date:    15 August 2000