AMENDMENT TO EMPLOYMENT AGREEMENT
                  BETWEEN DAVID S. SURGALA AND THE JPM COMPANY

RECITALS:

     1.   David S. Surgala is currently  the  Treasurer of The JPM Company under
          the terms of an Employment Agreement dated the 20th day of July, 2000.

     2.   The JPM Company has engaged an investment  banker to  investigate  and
          negotiate  alternatives  for  refinancing,  merger  or sale of The JPM
          Company.

     3.   The Company and Surgala wish to supplement  their original  employment
          agreement to preserve  the status of Surgala  during the terms of such
          investigations and negotiations.

     4.   The  following  paragraph __ shall be  considered a supplement  to the
          original employment  agreement.  All other terms and conditions of the
          original employment agreement shall remain in effect.

AGREEMENT:

          XV. 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 XV 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. Additional  Payments.  In the event of a
     Change of Control during the term of EMPLOYEE's  employment with EMPLOYER ,
     EMPLOYEE  shall be entitled to an  additional  payment  equal to six months
     base  salary.  Such  compensation  shall be payable  within 15 days of such
     Change of Control.  C. 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. D. Non-competition  Restriction. In the event of a Change of Control
     and involuntary termination of EMPLOYEE within six months of such Change of
     Control,  the  non-competition  restrictions  of  paragraphs  VII  shall be
     reduced to twelve months.

THE JPM COMPANY

By:       /s/ David J. Surgala                     /s/ Wayne A. Bromfield
         (Signature)

Name:    David J. Surgala
Title:   Treasurer

                                               Witness:  /s/ Patrick T. Barrett
Date:    20 July 2000