ADDENDUM
                           EMPLOYMENT CONTRACT BETWEEN

                          ROBERT R. LANGTON (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/ Robert R. Langton
                  (Signature)
Name:    Wayne A. Bromfield
Title:   Exec VP and General Counsel
Attest:  /s/ Laney Shambach                        Witness:  /s/ Laney Shambach
Date:    21 August 2000