ADDENDUM
                           EMPLOYMENT CONTRACT BETWEEN

                            MARK D. HUBER (EMPLOYEE)

                                       and

                           THE JPM COMPANY (EMPLOYER)

Recitals:

     1.   Employee  is  currently  employed  by  Employer,  under an  employment
          contract dated the 7th day of August, 2000.

     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.

THE JPM COMPANY

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