ADDENDUM
                           EMPLOYMENT CONTRACT BETWEEN

                           JOHN M. SPANGLER (EMPLOYEE)

                                       and

                           THE JPM COMPANY (EMPLOYER)

Recitals:

     1.   Employee  is  currently  employed  by  Employer,  under an  employment
          contract dated the 9th day of December, 1994.

     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  8 shall be
     reduced to twelve months.

THE JPM COMPANY

By:       /s/ Wayne A. Bromfield                   /s/ John Spangler
                  (Signature)
Name:    Wayne A. Bromfield
Title:   Exec VP and General Counsel
Attest:  /s/ Laney Shambach                        Witness:  /s/ Laney Shambach
Date:    11 August 2000