EMPLOYMENT AGREEMENT

     This  Employment  Agreement  is made by and  between  The  JPM  Company,  a
Pennsylvania  corporation  (EMPLOYER),   and  Mark  A.  Green,  the  undersigned
individual (EMPLOYEE).

                                    RECITALS

     EMPLOYER  is  engaged  in the  business  of  manufacturing  wire and  cable
assemblies, being referred to as the "Business."

     The parties wish to provide for an employment  arrangement  under the terms
and conditions herein set forth.

     I. Term of  Employment.  EMPLOYER  hereby  employs  EMPLOYEE,  and EMPLOYEE
agrees to be employed by EMPLOYER, under the terms and conditions set forth. The
term of EMPLOYEE's  employment shall begin on the commencement date set forth in
Section XV, and shall continue until terminated as set forth in Section IX.

     II.  Compensation.  As full payment for all  services  rendered by EMPLOYEE
under this Agreement, EMPLOYEE agrees to accept, and shall, subject to the terms
and conditions set forth herein, receive compensation, as follows:

     A. Direct Compensation.  During the term of this Agreement, EMPLOYEE shall,
subject to the terms and conditions  set forth herein,  receive a base salary in
the amount of $104,000,  payable in accordance  with  EMPLOYER's  normal payroll
practice. As of the date of execution of this Agreement,  the base salary of the
EMPLOYEE has been increased to $115,000.

     B. Fringe Benefits. EMPLOYEE will be entitled to participate in such fringe
benefit plans and financial  incentive plans, in accordance with their terms, as
shall be made  available  from time to time by EMPLOYER in its discretion to its
EMPLOYEEs in EMPLOYEE's position.

     C. Compensation Adjustment.  The base salary, fringe benefits and any other
compensation are subject to review by EMPLOYER at any time in its discretion, at
which time EMPLOYER, in its sole discretion, may elect to adjust or modify same.

     III. Deductions.  EMPLOYER is authorized to deduct from the compensation of
the EMPLOYEE  such sums as may be required to be deducted or withheld  under the
provisions of any law now in effect or hereafter put into effect during the term
of this  Agreement,  or which are  authorized  by EMPLOYEE,  including,  but not
limited to, social security and income tax withholding.

     IV. Duties.  It is understood and agreed that EMPLOYEE will  faithfully and
diligently serve EMPLOYER to the best of EMPLOYEE's  ability in the position set
forth in Section XV, and EMPLOYEE  further  agrees to perform such duties and to
assume such additional  responsibilities as may be assigned from time to time by
EMPLOYER. EMPLOYEE will devote full time, attention, loyalty and energies to the
performance of the duties as an EMPLOYEE of EMPLOYER.

     V. Leave.  EMPLOYEE  shall be entitled to time off, with or without pay, in
accordance with the standard practices of EMPLOYER for individuals in EMPLOYEE's
position, which are subject to change. Such absences shall not be deemed to be a
termination of this Agreement.

     VI. Proprietary Information.  EMPLOYEE understands and acknowledges that in
the  course  of  EMPLOYEE's  employment  with  EMPLOYER,   EMPLOYER  will  incur
substantial   expenditures  of  time  and  money  in  providing   EMPLOYEE  with
specialized  instruction and training,  and will impart to EMPLOYEE, or EMPLOYEE
will have  access to,  certain  proprietary  and  confidential  information  and
knowledge concerning EMPLOYER and its business (collectively called "Proprietary
Information").  As used  herein,  "Proprietary  Information"  shall be deemed to
include,  without  limitation,  EMPLOYER's  sales and marketing  information and
techniques,  business  plans,  financial  data,  Trade  Secrets,  pricing lists,
supplier lists and other  confidential  supplier data,  customer lists and other
confidential  customer data, and any other  information or knowledge  concerning
EMPLOYER  and  its  business,  whether  or not in  tangible  form,  that is of a
proprietary  or  confidential  nature,  or has been  heretofore  or is hereafter
treated as secret by EMPLOYER.  As used herein, "Trade Secret(s)" shall mean the
whole or any portion or phase of any technical information,  hardware, software,
designs or specifications,  drawings, sketches, processes, procedures, formulae,
data, reports, computer programs,  charts,  improvements and any other technical
information or knowledge relating to the development,  design and implementation
of EMPLOYER's projects, products and services.

     The parties agree that it is of great importance to the success of EMPLOYER
that  Proprietary  Information  be treated  with  great  care and that  improper
disclosure or use be prevented.  EMPLOYEE,  during the course of employment with
EMPLOYER and after the termination of such  employment,  shall maintain  secrecy
with regard to such information and shall not, directly or indirectly, disclose,
use or permit the  disclosure or use of any  Proprietary  Information  received,
acquired or obtained  during the course of  employment,  whether or not EMPLOYEE
was  the  creator  or  originator  thereof,  unless  such  disclosure  or use is
consented to in advance in writing by EMPLOYER.

     VII.  Non-Competition.  During the term of EMPLOYEE's  employment  with the
EMPLOYER and for a period of six (6) months from the  voluntary  or  involuntary
termination  without cause of EMPLOYEE's  agreement with the EMPLOYER,  EMPLOYEE
will not directly or indirectly,  own, manage, operate, control, be employed by,
perform services for, consult with, solicit business for,  participate in, or be
connected with the ownership, management,  operation, or control of any business
which  performs the services  materially  similar to or  competitive  with those
provided by the EMPLOYER in any location where the EMPLOYER has had an office or
has sold products or provided  services to customers  during the period EMPLOYEE
is employed by the EMPLOYER. In the event of involuntary  termination for cause,
the period of noncompetition shall be twelve (12) months.

     During the term of EMPLOYEE's  employment with the EMPLOYER for a period of
two (2) years  from the  voluntary  or  involuntary  termination  of  EMPLOYEE's
employment  with the  EMPLOYER  for any reason  whatsoever,  EMPLOYEE  shall not
either on his own account or for any person, firm, partnership,  corporation, or
other entity  solicit,  interfere with, or endeavor to cause any EMPLOYEE of the
EMPLOYER  to leave his or her  employment,  or induce or attempt to induce,  any
such EMPLOYEE to breach his or her employment agreement with the EMPLOYER.

     VIII.  Remedies.  It is  recognized  that damages in the event of breach of
Sections VI and VII of this  Agreement by EMPLOYEE  would be  difficult,  if not
impossible,  to  ascertain,  and it is  therefore  agreed that in the event of a
breach or threatened breach of Sections VI or VII, EMPLOYER shall be entitled to
an  injunction  against such  breach,  without  prejudice to any other  remedies
available to EMPLOYER.

     The  provisions  set forth in the  paragraphs  under Section VI and VII are
intended  by the  parties to be  separate  and  divisible.  If any  covenant  or
provision in this paragraph is found by a court of competent  jurisdiction to be
unreasonable in duration,  geographical scope or character of restrictions,  the
covenant or agreement shall not be rendered  unenforceable  thereby,  but rather
the duration,  geographical  scope or character of restrictions of such covenant
or agreement  shall be deemed  reduced or modified  with  retroactive  effect to
render such covenant or agreement reasonable and such covenant shall be enforced
as thus modified.  If the court having jurisdiction will not review the covenant
or agreement,  then the parties  shall  mutually  agree to a revision  having an
effect as close as permitted by law to the  provisions  declared  unenforceable.
EMPLOYEE  further  agrees  that  in  the  event  a  court  having   jurisdiction
determines,  despite the express intent of the EMPLOYEE, that any portion of the
restrictive  covenants  in this  Section  VI and VII  are not  enforceable,  the
remaining provisions shall be valid and enforceable.

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

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

     B. 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).

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

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

     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.

     X.  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 X 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 75 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.

     XI. Corporate Policies.  EMPLOYEE shall be subject to EMPLOYER's  corporate
policies  applicable  to  EMPLOYEE's  generally,  as amended  from time to time,
except to the extent that any provision of this Agreement is expressly  contrary
thereto.

     XII. Special Conditions. In addition to the conditions set forth above, the
following special conditions shall apply to EMPLOYEE:

     A. Deferred  Compensation.  EMPLOYEE will be eligible to participate in the
EMPLOYER's  Non-qualified  Deferred  Compensation Plan, subject to modifications
from  time-to-time  consistent  with EMPLOYER's  policies for similarly  situate
employees. Under the plan in effect at the date of employment, EMPLOYER deposits
an amount  equal to ten  percent  (10%) of  EMPLOYEE's  salary  into such  plan,
subject to certain  vesting  requirements,  timing  eligibility  and  investment
criteria.  EMPLOYEE is eligible to defer up to an additional twenty-five percent
(25%) of his salary into the plan.

     B.  Bonus.  EMPLOYEE  will be  eligible  for  participation  in  EMPLOYER's
Performance  Sharing  Plan,  as  in  effect  during  the  period  of  EMPLOYEE's
employment. As of the date of employment,  EMPLOYEE's eligibility would be for a
bonus target of 15% with a maximum eligibility of 45% of his annual salary.

     C.  Life  Insurance.  EMPLOYEE  shall  be  eligible  for  participation  in
EMPLOYER's  life insurance  coverage,  as then in effect  pursuant to EMPLOYER's
policies.  At the current  time,  that coverage  provides  life  insurance in an
amount up to 1-1/2 times EMPLOYEE's annual salary, to a maximum of $100,000.

     D. Stock  Options.  EMPLOYEE  shall receive  10,000 stock options as of the
date of  employment,  subject to the terms of the Employee  Stock Option Plan of
1995 and pursuant to separate agreement.

     E. Relocation  Benefits.  EMPLOYEE shall be entitled to relocation benefits
as set  forth  in JPM  H.R.  Policy  200,  as in  effect  as of the  date of his
employment,  through December,  2001. A copy of that policy has been provided to
EMPLOYEE.  As  provided  in  that  policy,  and  reconfirmed  herein,   eligible
relocation expense  reimbursement  shall be grossed up to reimburse EMPLOYEE for
any income taxes assessed against the reimbursable expenses.

     XIII.  Miscellaneous.  The waiver by either party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party. The obligations  undertaken by EMPLOYEE shall
not be assigned or delegated except as may be specifically  provided herein. The
rights and  obligations  of the EMPLOYER  hereunder  shall be binding upon,  and
inure  to  the  benefit  of,  its  successors  and  assigns.  The  laws  of  the
Commonwealth  of  Pennsylvania  shall  apply and bind the parties in any and all
questions arising hereunder. The provisions of Sections VI and VII shall survive
any termination of this Agreement.

     XIV.  Final  Expression of Agreement.  This writing  represents  the entire
agreements  and  understandings  of the EMPLOYEE  and  EMPLOYER  with respect to
subject matter hereof and supersedes all prior agreements and  understandings of
the EMPLOYEE and EMPLOYER in connection therewith;  except as otherwise provided
herein, it may not be altered or amended except by mutual agreement evidenced by
a writing signed by both EMPLOYEE and EMPLOYER and specifically identified as an
amendment to this Agreement.

     EMPLOYEE   EXPRESSLY   ACKNOWLEDGES   THAT  EMPLOYEE  HAS  BEEN  GIVEN  THE
OPPORTUNITY  PRIOR TO ENTERING  THIS  AGREEMENT TO CONSULT WITH  EMPLOYEE'S  OWN
COUNSEL  REGARDING  EMPLOYEE'S  RIGHTS  AND  OBLIGATIONS  WITH  RESPECT  TO THIS
AGREEMENT  AND THAT  EMPLOYEE  EITHER HAS DONE SO OR HAS  ELECTED NOT TO CONSULT
WITH SUCH COUNSEL.

     XV.  Specific Data.  Full name of EMPLOYEE:  Mark A. Green  Position:  Vice
President of Materials and Logistics Commencement Date: December 13, 1999

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed this 8th day of August, 2000.


                                             The JPM Company

         /s/ Mark A. Green                    By:  /s/ Wayne A. Bromfield
-------------------------------------         ----------------------------------
                                              Name:  Wayne A. Bromfield
                                              Title: Exec VP and General
                                                     Counsel
Witness:                                      Attest:
/s/ Laney Shambach                           /s/ Laney Shambach
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