FOURTH AMENDMENT
                       AND MODIFICATION TO LOAN AGREEMENT

     THIS FOURTH  AMENDMENT  AND  MODIFICATION  TO LOAN  AGREEMENT  (the "Fourth
Amendment")  is made  effective  the ___ 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") (the Agreement, as amended by the First Amendment, the Second
Amendment  and  the  Third  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  extend the Contract
Period,  reset certain  financial  covenants  and make certain other  amendments
under the Loan Agreement; and

     WHEREAS,  the  Lenders  are willing to extend the  Contract  Period,  reset
certain  financial  covenants and make certain other  amendments  under the Loan
Agreement on the terms and conditions hereinafter set forth.

                                    AGREEMENT

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

     1. DEFINITIONS.

     (a) Each of the  following  definitions  contained in Section 1 of the Loan
Agreement is hereby amended and restated as follows:

     1.62 "Rate Period" shall mean for any portion of the Revolver for which the
Borrower  elects  the LIBOR  Rate,  the period of time for which such rate shall
apply to such  principal  portions.  The Rate Period for the LIBOR Rate shall be
for periods of one or two months only.

     (b) The  following  definitions  are hereby  added to Section 1 of the Loan
Agreement in the order indicated:

     1.5E "Antrum Equipment" means all equipment of the Borrower to be relocated
from the Borrower's  facility in San Jose,  California,  to Antrum's facility in
Canada.

     1.5F  "Antrum Real Estate"  means the real estate and  commercial  building
owned by Antrum in Ontario, Canada.

     1.23A  "Depository  Accounts" has the meaning  assigned  thereto in Section
7.34.

     1.29B  "Equipment  Transfer"  has the meaning  assigned  thereto in Section
7.32.

     1.59A  "Projections"  means the  projections  and cash flows delivered from
time to time by  Borrower to Agent and Lenders  pursuant  to the  provisions  of
Section 9.2.

     2. CONTRACT PERIOD.  Section 2.1(a) of the Loan Agreement is hereby amended
by deleting "December 31, 2000" in the second line thereof and replacing it with
"December  31, 2001" to the effect that the  Contract  Period shall end, and all
Outstanding Credit shall be due and payable, on December 31, 2001.

     3. INTEREST RATES AND PAYMENTS.

     (a) Amended  Schedule A to the Loan Agreement is hereby amended by deleting
the same in its entirety  and  replacing  it with  "Second  Amended  Schedule A"
attached to this Fourth  Amendment.  All references to Amended Schedule A in the
Loan Agreement are hereby replaced with references to Second Amended Schedule A.

     (b) Section 3.1 of the Loan  Agreement  is hereby  amended by deleting  all
amendments thereto and restating it in its entirety as it originally appeared in
the Agreement.

     (c) Section 4.1 of the Loan  Agreement is hereby amended by replacing it in
its entirety with the following:

     4.1  Interest  Payments.  Interest on all  Swingline  Loans and interest on
Advances  under the  Revolver  accruing at the Base Rate will be due and payable
monthly,  in  arrears,  on the first day of each  calendar  month after the date
hereof.  Interest on Advances under the Revolver accruing at the LIBOR Rate will
be due and  payable  on the  earlier  to  occur  of (i) the last day of the Rate
Period  corresponding  to such portion of the Revolver or (ii) the expiration of
the Contract Period. All interest accruing on the Credit Facilities on and after
an Event of Default or  expiration  of the  Contract  Period shall be payable ON
DEMAND.

     4.  MANDATORY  REPAYMENTS.  Section  4.2 of the Loan  Agreement  is  hereby
amended by deleting clause (b) thereof and replacing it in its entirety with the
following clauses (b) and (c):

     (b)  In  addition,   Borrower  shall  make  mandatory  prepayments  of  the
Outstanding Amount from time to time as follows:

     (i)  Scheduled  Mandatory   Prepayments.   Borrower  shall  make  mandatory
prepayments  of the  Outstanding  Amount monthly on the first day of each month,
commencing January 1, 2001 and ending December 1, 2001, in the following amounts
by the corresponding dates as follows:

                  Prepayment Date                    Prepayment Amount

                  January through March, 2001        $  50,000
                  April through December, 2001       $150,000

     (ii)  Equipment  Transfers.   Immediately  upon  the  transferee's  receipt
thereof,  Borrower shall make mandatory  prepayments of the  Outstanding  Amount
equal to (A) one hundred  percent (100%) of the aggregate net cash proceeds from
the  Equipment  Transfer of the Antrum  Equipment,  and (B) one hundred  percent
(100%) of the  aggregate  net cash  proceeds  in excess  of  [$100,000],  in the
aggregate,  from any other  Equipment  Transfer  by  Borrower  or any  Guarantor
permitted pursuant to Section 7.32.

     (iii) Asset Dispositions.  Immediately upon receipt thereof, Borrower shall
make  mandatory  prepayments  of the  Outstanding  Amount,  in each  case  after
deduction of the amounts  permitted  to be retained by Borrower  pursuant to the
provisions of Section 4.2(c) for any period of  determination,  equal to (A) one
hundred percent (100%) of the aggregate net cash proceeds from the loan referred
to in Section 7.33 in  connection  with the sale of the Antrum Real Estate,  and
(B) one hundred  percent (100%) of the aggregate net cash proceeds from the sale
or other disposition or series of related sales or other  dispositions of assets
by Borrower or Guarantors permitted pursuant to Section 7.6.

     (iv) Collection Accounts.  No later than 30 days after receipt thereof, the
Borrower  shall make  mandatory  prepayments of the  Outstanding  Amount,  after
deduction of the amounts  permitted  to be retained by Borrower  pursuant to the
provisions of Section  4.2(c) for any period of  determination  (which period of
determination,  for purposes of calculating the amount that Borrower is entitled
to retain under  Section  4.2(c),  shall be the period within which the net cash
proceeds are received by Borrower)  equal to (A) one hundred  percent  (100%) of
the aggregate net cash proceeds of "Active Collection Accounts" (as shown on the
Projections) in excess of $500,000, in the aggregate,  collected by the Borrower
prior to April 1, 2001, and (B) one hundred  percent (100%) of the aggregate net
cash proceeds of "Active  Collection  Accounts"  received by the Borrower  after
April 1, 1001.

     (c)  Notwithstanding  anything  in  Sections  4.2(b)(iii)  and  (iv) to the
contrary,  Borrower  and  Guarantors  may  retain as working  capital,  up to an
aggregate  amount  not to  exceed  the  sum of (i)  $2,500,000  minus  (ii)  the
aggregate amount retained by the Borrower pursuant to Section 4.2(b)(iv)(A), the
following  percentage  of the  amounts  otherwise  payable  pursuant to Sections
4.2(b)(iii) and (iv) for the periods ending on the dates indicated below:

               Date                                        Percentage
                  April 1, 2001                               50%
                  July 1, 2001                                40%
                  October 1, 2001                             30%
                  Thereafter                                   0%

     5. GENERAL COVENANTS.

     (a) Section 7.6 of the Loan  Agreement is hereby amended by deleting it and
replacing it in its entirety as follows:

     7.6 Disposition of Assets. No Covered Person will sell, lease,  transfer or
otherwise  dispose of all,  substantially  all, or any  material  portion of its
property or assets,  except for sales of  inventory  in the  ordinary  course of
business;  provided,  however, that a Covered Person may, provided that no Event
of Default  exists,  sell or  dispose  of assets if (a) done so in the  ordinary
course  of  business  and the  value  of such  assets  does not  exceed  $25,000
individually  for each  such  asset  disposition  or  series  of  related  asset
dispositions or $250,000 in the aggregate, or if (b)(i) the terms and conditions
of such sale (including a sale and leaseback  transaction) are acceptable to the
Required Lenders, and (ii) the net cash proceeds of such sale/sale and leaseback
are  used to  make  mandatory  prepayments  pursuant  to the  terms  of  Section
4.2(b)(iii),  or if (c) the sale is of the  Antrum  Real  Property,  and (i) the
terms and  conditions of such sale are acceptable to the Required  Lenders,  and
(ii) the net cash  proceeds  of such sale are used in  accordance  with  Section
7.33.

     (b) Section 7.28 of the Loan Agreement is hereby amended by deleting it and
replacing it in its entirety as follows:

     7.28  Borrower  to Own All  Inventory  and  Accounts  for Goods Sold in the
United  States.  From and after  April 1, 2001,  Borrower  shall  cause  Antrum,
Pantera  and  all  other  Foreign   Subsidiaries  to  transfer  to  Borrower  in
consideration  for  appropriate  intercompany  debits and credits,  all finished
goods  inventory  shipped to the United  States for delivery to customers in the
United States,  including  finished goods inventory at HUB Locations,  such that
all  finished  goods  inventory  in the  United  States  shall be owned by,  and
reflected on the books of, the  Borrower.  Furthermore,  from and after April 1,
2001,  Borrower  shall cause all future  sales of finished  goods  inventory  to
United States based customers to be invoiced by, and to be reflected as accounts
receivable on, the books and records of Borrower.

     (b) The following additional covenants are hereby added to Article 7 of the
Loan Agreement at the respective numerical locations indicated:

     7.32  Equipment  Transfers.  Borrower  shall not,  and shall not permit its
Subsidiaries  to,  transfer any equipment of Borrower or any Guarantor  which is
subject to a  security  interest  in favor of the  Lenders if the effect of such
transfer  would be to extinguish or impair such  security  interest,  unless any
such  equipment  is purchased  by the  transferee  for cash or any other form of
consideration  satisfactory to the Required Lenders,  in each case determined as
the net book value of such  equipment,  and the  proceeds of such  purchase  are
applied  by the  Borrower  in  accordance  with  Section  4.2(b)(ii)  (any  such
transfer, an "Equipment Transfer").

     7.33 Loan By Antrum.  Immediately  upon  receipt by Antrum of the  proceeds
(net of reasonable  costs incurred in connection  with the sale and after giving
effect to the repayment of any first mortgage debt then  outstanding  related to
such property  (but prior to repayment of any debt  incurred in connection  with
any other mortgage)) of the sale of the Antrum Real Estate, Borrower shall cause
Antrum to loan such net  proceeds  to  Borrower as  intercompany  debt,  without
reduction of the  principal  balance of the Antrum Note  executed and  delivered
pursuant  to the Third  Amendment,  such  proceeds  to be applied by Borrower in
accordance with Section 4.2(b)(iii).

     7.34  Depository  and  Custodial  Accounts.  All  existing  depository  and
custodial accounts of Borrower and Guarantors (the "Depository  Accounts") as of
the date of this Fourth  Amendment  are set forth on Schedule  7.34 hereto.  The
Borrower agrees that (i) it shall execute and deliver,  and cause each financial
institution  acting as  custodian  or  depository  to execute  and  deliver,  as
promptly  as  practicable,  account  control  agreements  with  respect  to each
Depository Account in form and substance  reasonably  satisfactory to the Agent,
and (ii) it shall not,  and shall not permit any of the  Guarantors  to, open or
maintain any other Depository  Accounts without the prior written consent of the
Agent.

     7.35  Projections  and Business  Plan. No later than January 15, 2001,  the
Borrower  shall  provide the Lenders with updated  annual  projections  and cash
flows delivered  pursuant to Section 9.2, and an updated version of the business
plan  delivered  to the  Lenders at the meeting in  Philadelphia  on November 6,
2000, such updates to be in form satisfactory to the Required Lenders.

     6. FINANCIAL  COVENANTS.  Article 8 of the Loan Agreement is hereby amended
by adding the following new Sections:

     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.

     8.2 Cumulative EBITDA. Commencing with the period ending December 31, 2000,
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 per cent (90%) of the  corresponding  EBITDA figure shown on
the Projections for such period.

     7. PROJECTIONS AND CASH FLOW. Section 9.2 is hereby amended by deleting the
words "quarter-by-quarter" in the first sentence thereof and replacing them with
the words "month-by-month".

     8. INTERIM STATEMENTS.

     (a) Section  9.3(a) of the Loan  Agreement is hereby  amended by moving the
word "and" from the end of clause (ii) to the end of clause  (iii) and by adding
the following clause (iv) at the end of such Section 9.3(a):

     (iv) a detailed accounts  receivable aging report by location setting forth
the name,  address and  telephone  number of each customer set forth therein and
otherwise in form satisfactory to the Required Lenders.

     (b) Section  9.3(b) of the Loan  Agreement is hereby  amended by moving the
word "and" from the end of clause (ii) to the end of clause  (iii) and by adding
the following clause (iv) at the end of such Section 9.3(b):

     (iv) a monthly accounts receivable aging report in form satisfactory to the
Required Lenders.

     9. WAIVER OF FINANCIAL COVENANTS. Section 14.15(c) of the Loan Agreement is
hereby amended by deleting it and replacing it in its entirety as follows:

     (c)  Notwithstanding  the provisions of subsection  14.15(a)  above,  Agent
shall not:

     (i) without the prior written consent of the Required  Lenders,  enter into
any  written  amendment  of, or waive the  Borrower's  noncompliance  with,  the
covenants  in Sections  8.1 or 8.2, or waive any Event of Default  caused by the
breach of Sections 8.1 or 8.2; provided,  however,  that so long the outstanding
Loans are held by four Lenders in the same  proportions as held on the Effective
Date of the Fourth  Amendment,  any three of the four Lenders  shall  constitute
Required Lenders for purposes of any vote of the Lenders related to Sections 8.1
or 8.2; and

     (ii) without the prior written  consent of the Required  Lenders enter into
any written amendment of, or waive any Obligor's  noncompliance  with, any other
covenants of such Obligor  under the Loan  Documents or waive any other Event of
Default under the Loan Documents.

     The  provisions  of this  subparagraph  (c) may not be  amended  or altered
without the consent of all Lenders.

     10. COMMUNICATIONS AND NOTICES. Article 15 of the Loan Agreement is amended
by  replacing  the address for notices of the Agent set forth in Section 15.1 in
its entirety with the following:

         To Agent:                  First Union National Bank
                                    Widener Building, 4th Floor
                                    1 South Penn Square
                                    Philadelphia, PA  19107
                                    Attn:  Jill W. Akre
                                    Telecopier:  (215) 973-8783

         With copies to:            Kennedy Covington Lobdell & Hickman LLP
                                    100 North Tryon Street, Suite 4200
                                    Charlotte, NC  28202-4006
                                    Attention:  J. Michael Booe, Esquire
                                    Telecopy Number:  (704) 331-7598

     11. AMENDMENT FEE.

     (a) Borrower  shall pay to Agent for the pro rata benefit of the consenting
Lenders an Amendment Fee equal to $550,000,  the aggregate amount of which shall
be  fully  earned  by the  consenting  Lenders  upon  execution  of this  Fourth
Amendment  and, once paid,  will be  non-refundable.  The Amendment Fee shall be
payable by the Borrower as follows:  (i) $100,000 payable upon execution of this
Fourth Amendment, (ii) $100,000 payable on June 30, 2001, (iii) $100,000 payable
on September 30, 2001, and (iv) an additional  $250,000 payable on September 30,
2001; provided, however, that the payments referred to in clauses (ii) and (iii)
shall be waived if the  Outstanding  Credit  shall  have been paid in full on or
before the respective due dates for payment, and provided, further, that, in the
event that the Borrower provides the Lenders with a binding commitment,  in form
and  substance   satisfactory  to  the  Required  Lenders,  from  a  financially
responsible  party who is  capable of  performing  either a  refinancing  of the
Outstanding Credit or a purchase of the Borrower and its Subsidiaries,  then, in
any such event,  the payment  referred to in clause (iv) shall be deferred until
the earlier of (x) December  31, 2001 or (y) payment in full of the  Outstanding
Credit.

     (b) Borrower, Agent and Lenders hereby agree that the Amendment Fee payable
pursuant to the terms of the Third  Amendment shall be increased to an aggregate
amount equal to $1,250,000, and shall be payable in accordance with the terms of
the Third  Amendment  on the earlier of (i)  payment in full of the  Outstanding
Credit or (ii) the end of the  Contract  Period,  as  extended  pursuant to this
Fourth Amendment.

     12. COSTS AND EXPENSES.  Expressly in addition to the Amendment Fee payable
under Paragraph 12 above, Borrower shall pay upon the execution hereof all costs
and  expenses in  connection  with the review,  negotiation,  documentation  and
closing  of this  Fourth  Amendment  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.

     13.  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 Bank
shall  request in  connection  with the  execution  and  delivery of this Fourth
Amendment or any other documents in connection herewith.

     14.  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 this Fourth Amendment. 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 this Fourth  Amendment and any and all other  instruments or
agreements executed in connection with or pursuant thereto.

     15.  EFFECTIVE DATE. This Fourth Amendment shall not be effective until the
date (the  "Effective  Date") on which the Borrower has  satisfied (or the Agent
and the  Lenders  have  waived  in  writing)  each of the  following  conditions
precedent:

     (a) Agent shall have  received this Fourth  Amendment  duly executed by all
parties hereto,  together with the duly executed  Fourth Amended  Acknowledgment
and Consent in the form annexed hereto as Exhibit A;

     (b)  Agent  shall  have  received  a  certificate  of the  Secretary  or an
Assistant  Secretary  of  Borrower  and each  Guarantor,  in form and  substance
satisfactory to Agent,  with respect to (i) the certificate of incorporation and
by-laws of Borrower and each  Guarantor,  (ii) the  resolutions  authorizing the
execution,  delivery and  performance of this Amendment and (iii) the incumbency
of officers of Borrower  and each  Guarantor  authorized  to execute and deliver
this Amendment and the Fourth Amended Acknowledgment and Consent;

     (c) Agent shall have received a certificate of good standing,  issued as of
a recent date, with respect to Borrower and each Guarantor from its jurisdiction
of incorporation;

     (d) Agent shall have received  payment of the presently  payable portion of
Amendment  Fee, as described in Paragraph 11 of this Fourth  Amendment,  for the
ratable  benefit of the  Lenders  consenting  to this  Fourth  Amendment,  to be
distributed  by Agent to the  consenting  Lenders  in  respect  of the  Lender's
respective Pro Rata Percentage of the Maximum Amount;

     (e) Agent shall have received an opinion of Borrower's counsel, in form and
substance  satisfactory to Agent and its counsel,  as to the due  authorization,
validity  and  enforceability  of the Fourth  Amendment  and the Fourth  Amended
Acknowledgement and Consent;

     (f) Agent shall have  received  payment of all fees and expenses of counsel
to Agent  and each  Lender  payable  pursuant  to  Paragraph  12 of this  Fourth
Amendment;

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

     16. 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.

     17. FURTHER AGREEMENTS AND REPRESENTATIONS. Borrower does hereby:

     (a) ratify,  confirm and acknowledge  that the Loan  Agreement,  as amended
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 Fourth Amendment
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 this Fourth Amendment, 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  Fourth
Amendment shall constitute an Event of Default under the Loan Agreement and each
of the Loan Documents.

     18. INCONSISTENCIES.  To the extent of any inconsistency between the terms,
conditions and provisions of this Fourth Amendment and the terms, conditions and
provisions  of the Loan  Agreement  or the  other  Loan  Documents,  the  terms,
conditions and  provisions of this Fourth  Amendment  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.

     19. 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 Fourth Amendment may be executed in
multiple counterparts.

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

     21. GOVERNING LAW. This Fourth Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.

     22.  HEADINGS.  The headings of the sections of this Fourth  Amendment  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 Fourth Amendment
as of the date first above written.

                       THE JPM COMPANY

                       By:
                       Name/Title: John H. Mathias, 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



                            SECOND AMENDED SCHEDULE A
                                       to
                                Fourth Amendment


Borrower's Funded           Applicable Base        Applicable LIBOR    Usage Fee
Debt/EBITDA*                   Rate Margin             Rate Margin
<2.00 to 1.00                     1.0%                      3.0%         0.250%

2.00 to 1.00                     1.0%                      3.0%          0.250%
but <2.50 to 1.00

>2.50 to 1.00                     1.0%                      3.0%         0.375%
but <3.00 to 1.00

>3.00 to 1.00                     1.0%                      3.0%         0.375%
but <3.25 to 1.00

>3.25 to 1.0                      1.0%                      3.0%         0.500%
but <3.50 to 1.00

>3.50 to 1.00                     1.0%                      3.0%         0.500%
but <4.00 to 1.00

>4.00 to 1.00                     1.0%                      3.0%         0.500%
but <4.50 to 1.00

>4.50 to 1.00                     1.0%                      3.0%         0.500%



* Funded Debt/EBITDA means, as of the end of each fiscal quarter of Borrower and
determined for the 12-month period then ended, (a) total funded debt of Borrower
and its  Subsidiaries  for such period  (Indebtedness  for  borrowed  money plus
Capitalized  Lease  Obligations),  divided by (b) EBITDA  for such  period;  all
calculated on a Consolidated Basis and in accordance with GAAP.