ADDENDUM
                           EMPLOYMENT CONTRACT BETWEEN

                           KEVIN J. BRATTON (EMPLOYEE)

                                       and

                           THE JPM COMPANY (EMPLOYER)

Recitals:

     1.   Employee  is  currently  employed  by  Employer,  under an  employment
          contract dated the 24th day of July, 2000.

     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 VII shall be
     reduced to twelve months.

THE JPM COMPANY

By:       /s/ Wayne A. Bromfield                   /s/ Kevin J. Bratton
                  (Signature)
Name:    Wayne A. Bromfield
Title:   Exec VP and General Counsel
Attest:  /s/ Laney Shambach                        Witness:  /s/ Laney Shambach
Date:    15 August 2000