EMPLOYMENT CONTRACT ADDENDUM
                                JAMES P. MATHIAS


Recitals:

     1.   James P. Mathias is currently  Vice-chairman 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 James P. 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/ James P. Mathias
                  (Signature)
Name:    Wayne A. Bromfield
Title:   Exec VP and General Counsel
Attest:  /s/ Laney Shambach                        Witness:  /s/ Laney Shambach
Date:    18 August 2000