MODIFICATION TO
                                FOURTH AMENDMENT
                       AND MODIFICATION TO LOAN AGREEMENT

     THIS  MODIFICATION  TO  THE  FOURTH  AMENDMENT  AND  MODIFICATION  TO  LOAN
AGREEMENT (the "Modification") is made effective the 22nd day of December, 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"),  as  further  amended  by that  certain  Waiver  and Third
Amendment  and  Modification  to Loan  Agreement  dated  September 16, 2000 (the
"Third  Amendment") and as further amended by that certain Fourth  Amendment and
Modification to Loan Agreement dated December 22, 2000 (the "Fourth  Amendment")
(the Agreement,  as amended by the First Amendment,  the Second  Amendment,  the
Third Amendment and the Fourth 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  make  certain
modifications to the Fourth Amendment as more specifically set forth herein; and

     WHEREAS,  the  Lenders  are willing to make  certain  modifications  to the
Fourth Amendment but only on the terms and conditions hereinafter set forth.

                                    AGREEMENT

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

     1. MODIFICATIONS.  Each of the following amendments contained in the Fourth
Amendment are hereby modified as follows:

     (a) Section 8.1.  Section 8.1 of the Loan  Agreement  is hereby  amended by
deleting the same in its entirety and inserting in lieu thereof the following:

     "8.1 Net Income.  Borrower  shall not permit the Net Income of Borrower and
its Subsidiaries for any monthly reporting period to have a negative variance of
more than $100,000 below the  corresponding  Net Income figure shown on the most
recent Projections for such period;  provided,  however,  that any such negative
variance  exceeding  the limit set forth above shall not  constitute a breach of
this Section 8.1 if: (a) the sum of (i) the negative variance for any such month
and (ii) the negative variance for the preceding month is less than $200,000 for
any such two-month  period;  or (b) the sum of (i) the negative variance for any
such month and (ii) the negative  variance for the subsequent month is less than
$200,000 for any such two-month period.

     For purposes of this  calculation,  the  measurement  period shall commence
January 1, 2001; provided, however, that in the event of a negative variance for
January,  2001, the projection for December,  2000 shall be used for purposes of
determining the calculation set forth in clause (a) above.

     Further, for purposes of this calculation, non-cash accounting charges that
are based  solely on GAAP  accounting  pronouncements  or  interpretations,  the
application of which are unknown to the Borrower or the Agent at the time of the
Effective Date,  shall be excluded from the  determination  of Net Income unless
the Projections provided for such non-cash accounting charges."

     (b) Section 8.2.  Section 8.2 of the Loan  Agreement  is hereby  amended by
deleting the same in its entirety and inserting in lieu thereof the following:

     "8.2 Cumulative  EBITDA.  Commencing with the period ending March 31, 2001,
Borrower  shall not permit EBITDA of the Borrower and its  Subsidiaries  for any
consecutive  three month period ending on the last day of each calendar month to
be less than ninety  percent (90%) of the  corresponding  EBITDA figure shown on
the Projections for such period.

     For  purposes of this  calculation,  non-cash  accounting  charges that are
based  solely  on  GAAP  accounting   pronouncements  or  interpretations,   the
application of which are unknown to the Borrower or the Agent at the time of the
Effective Date,  shall be excluded from the  determination  of EBITDA unless the
Projections provided for such non-cash accounting charges."

     2. COSTS AND EXPENSES.  Borrower  shall pay upon the  execution  hereof all
costs and expenses in connection with the review, negotiation, documentation and
closing  of  this   Modification   and  the  consummation  of  the  transactions
contemplated  hereby,  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.

     3.  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 the
Agent  shall  request in  connection  with the  execution  and  delivery of this
Modification or any other documents in connection herewith.

     4. 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,  the Third Amendment,  and the Fourth Amendment,  as modified hereby.
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,  the Third Amendment,  and the Fourth Amendment,  as modified hereby,
and any and all other  instruments or agreements  executed in connection with or
pursuant thereto.

     5. EFFECTIVE  DATE.  Upon the Borrower's  satisfaction  (or the Agent's and
Lenders' waivers in writing) of each of the following conditions precedent, this
Modification shall be effective as of December 22, 2000 (the "Effective Date"):

     (a) Agent  shall have  received  this  Modification  duly  executed  by all
parties hereto;

     (b) Agent shall have  received  payment of all fees and expenses of counsel
to Agent and each Lender payable  pursuant to Paragraph 2 of this  Modification;
and

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

     6. 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,  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 or the  lending,  deposit and  borrowing  relationships  between
Borrower and Lenders.

     7. FURTHER AGREEMENTS AND REPRESENTATIONS. Borrower does hereby:

     (a) ratify,  confirm and acknowledge  that the Loan Agreement,  as modified
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,  and all information  described in the recitals to this  Modification 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 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, the Third Amendment and the Fourth Amendment, as modified hereby, 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 Modification
shall  constitute an Event of Default  under the Loan  Agreement and each of the
Loan Documents.

     8.  INCONSISTENCIES.  To the extent of any inconsistency between the terms,
conditions and provisions of the Fourth Amendment,  as modified hereby,  and the
terms,  conditions  and  provisions  of the Loan  Agreement  or the  other  Loan
Documents,  the terms,  conditions  and provisions of the Fourth  Amendment,  as
modified hereby, 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.

     9. 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  Modification  may be executed in
multiple counterparts.

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

     11. GOVERNING LAW. This Modification  shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

     12.  HEADINGS.  The  headings  of the  sections  of this  Modification  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 Modification this
___ day of January, 2001, to be effective as of the date first above written.

                    THE JPM COMPANY
                    By
                    Name:  John H. Mathias
                    Title: 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.
                    By
                    Name
                    Title

                    PNC BANK, NATIONAL ASSOCIATION
                    By
                    Name
                    Title


                                  MODIFICATION
                           ACKNOWLEDGEMENT AND CONSENT

     The undersigned  Guarantors hereby acknowledge and consent to the foregoing
Modification  and Fourth  Amendment  and  Modification  to Loan  Agreement  (the
"Modification")  and do further agree that the foregoing  Modification shall not
constitute a release or waiver of any of the  obligations of the  undersigned to
the Agent and/or the Lenders  under any of their  respective  Surety  Agreements
dated  April 9,  1998 in favor of Agent  (the  "Guarantees"),  all of which  are
hereby ratified, confirmed and continued.

     Furthermore,   the  undersigned   Guarantors  hereby  release  and  forever
discharge 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,  and the lending,  deposit and borrowing  relationships  between
Borrower and Agent and Lenders, including the administration,  collateralization
and funding  thereof.  The  undersigned  Guarantors  agree 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, or the lending,  deposit and borrowing  relationships
between Borrower and Lenders.

     IN WITNESS WHEREOF, the undersigned,  intending to be legally bound hereby,
have executed  this  Acknowledgment  and Consent this ___ day of January,  2001,
effective as of the date of the foregoing Modification.


                      JPM TECHNOLOGY, INC.

                      By
                      Name:  Kevin J. Bratton
                      Title: Vice President



                      THE JPM COMPANY OF DELAWARE, INC.
                      By
                      Name:  Kevin J. Bratton
                      Title: Vice President


                      DENRON, INC.
                      By
                      Name:  John H. Mathias
                      Title: President