Exhibit 10.13


                           CERBCO SEVERANCE AGREEMENT
                                NON-CEC EXECUTIVE

     AGREEMENT  dated  as of the  11th  day of  September,  2001 by and  between
CERBCO, Inc., a Delaware corporation (the "Company" or "CERBCO"),  and Robert F.
Hartman (the "Executive").

                               W I T N E S S E T H

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its  stockholders  to assure
that  the  Company  shall  have  the  continued   dedication  of  the  Executive
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below);

     NOW, THEREFORE, it is hereby agreed as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

     As used in this Agreement,  the following  capitalized terms shall have the
meanings set forth below:

     (a) The  term  "Accrued  Obligations"  shall  mean  the sum of the  amounts
described  in clauses (1),  (2),  and (3) of  Paragraph  (b)(i)(x) of Article II
hereof.

     (b) The term  "Affiliate"  shall mean any  entity  directly  or  indirectly
controlled  by  CERBCO   including,   but  not  limited  to,   Insituform  East,
Incorporated ("East") and CERBERONICS, Inc. ("CERBERONICS").

     (c) The term  "Annual  Base  Salary"  shall mean an amount  equal to twelve
times the highest monthly base salary paid or payable, including any base salary
which has been earned but deferred, to the Executive by CERBCO or CERBERONICS in
respect of the twelve-month period immediately  preceding the month in which the
Effective  Date  occurs,  or, if higher,  the  twelve-month  period  immediately
preceding the month in which the Date of Termination occurs.

     (d) The term "Annual Bonus" shall mean the annual bonus paid or payable, by
CERBCO or  CERBERONICS,  including  any bonus or portion  thereof which has been
earned but deferred (and  annualized for any fiscal year consisting of less than
twelve full months or during  which the  Executive  was  employed  for less than
twelve full months),  for the most recently  completed  fiscal year prior to the
Effective Date, or, if higher, for the most recently completed fiscal year prior
to the Date of Termination.

     (e) The term "Business  Combination" shall have the meaning as set forth in
Section 203 of the Delaware General Corporation Law as of the date hereof.

     (f) The term "Cause" shall mean:

          (i) the  willful and  continued  failure of the  Executive  to perform
     substantially  the  Executive's  duties  with  the  Company  or  any of its
     Affiliates  (other than any such failure  resulting from  incapacity due to
     physical  or  mental  illness),  after a  written  demand  for  substantial
     performance  is  delivered  to the  Executive  by the  Board  or the  chief
     executive officer of the Company which  specifically  identifies the manner
     in which the Board or chief executive  officer  believes that the Executive
     has not substantially performed the Executive's duties; or

          (ii) the willful engaging by the Executive in illegal conduct or gross
     misconduct which is materially injurious to the company; or

          (iii)the  Executive's  conviction  of,  or  plea  of  guilty  or  nolo
     contendere to, a felony in a court of competent jurisdiction in the U.S.

     For  purposes  hereof,  no act or  failure  to  act,  on  the  part  of the
Executive,  shall be  considered  "willful"  unless it is done, or omitted to be
done, by the Executive intentionally,  or recklessly,  in bad faith or without a
reasonable  belief  that the  Executive's  action  or  omission  was in the best
interests of the company. The cessation of employment of the Executive shall not
be deemed to be for Cause  unless and until there shall have been  delivered  to
the Executive a copy of a resolution duly adopted by the Board, finding that, in
the good faith  opinion of the Board,  the  Executive  is guilty of the  conduct
described in subparagraph (i) or (ii) immediately preceding.

     (g) The  term  "Change  of  Control"  shall  apply  to  CERBCO  but not its
Affiliates and shall mean:

          (i) The acquisition by any Person of beneficial  ownership (within the
     meaning of Rule 13d-3 promulgated under the Exchange Act) of either (x) 50%
     or more of the combined voting power of all Outstanding  Voting Securities,
     or (y) 50% or more of the voting  power of the  Outstanding  Class B Common
     Stock; or

          (ii)  Consummation of a Business  Combination,  in each case,  unless,
     following such Business  Combination:  (x) all or substantially  all of the
     individuals and entities who were the beneficial owners,  respectively,  of
     the  Outstanding  Voting  Securities  immediately  prior  to such  Business
     Combination beneficially own, directly or indirectly,  more than 50% of the
     combined voting power of the then outstanding voting securities entitled to
     vote  generally in the election of directors of the entity  resulting  from
     such Business Combination (including,  without limitation,  an entity which
     as a result of such  transaction  owns the Company or all or  substantially
     all of the  company's  assets,  either  directly  or  through  one or  more
     subsidiaries);  or (y)  all or  substantially  all of the  individuals  and
     entities who were the beneficial  owners,  respectively,  of 50% or more of
     the voting power of the Outstanding  Class B Common Stock immediately prior
     to such  Business  Combination  would be  entitled  to elect a majority  of
     directors of the entity resulting from such Business Combination (including
     without  limitation,  an entity which as a result of such  transaction owns
     the Company or all or  substantially  all of the Company's  assets,  either
     directly or through one or more subsidiaries); or

          (iii)Approval  by the  stockholders of the Company of a dissolution of
     the Company.

     (h) The term "Change of Control Period" shall mean the period commencing on
the Effective Date and ending on the third anniversary of the Effective Date.

     (i) The term  "Code"  shall  mean the  Internal  Revenue  Code of 1986,  as
amended.

     (j) The term  "Date of  Termination"  shall  mean:  (i) if the  Executive's
employment is terminated  during the Protected  Period by the Company for Cause,
or by the  Executive  for Good  Reason,  the date of  receipt  of the  Notice of
Termination or any later date specified therein, as the case may be, (ii) if the
Executive's  employment is terminated during the Protected Period by the Company
other than for Cause or Disability or by the Executive without Good Reason,  the
Date of  Termination  shall be the date on which the  Company  or the  Executive
notifies the other of such termination,  and (iii) if the Executive's employment
is terminated during the Protected Period by reason of death or Disability,  the
Date  of  Termination  shall  be the  date  of  death  of the  Executive  or the
Disability Effective Date, as the case may be.

     (k) The term "Disability"  shall mean the absence of the Executive from the
Executive's  duties with the Company on a  full-time  basis for 180  consecutive
business days as a result of incapacity due to mental or physical  illness which
is determined  to be total and permanent by a physician  selected by the Company
and   reasonably   acceptable  to  the  Executive  or  the   Executive's   legal
representative.  In such event  during the  Protected  Period,  the  Executive's
employment  with  the  Company  shall  terminate  effective  on  the  Disability
Effective Date.

     (1) The term  "Disability  Effective  Date"  shall  mean the 30th day after
receipt by the Executive of Notice of Termination in the event of Disability.

     (m) The term  "Effective  Date" shall mean the first date during the Change
of Control  Period on which a Change of Control  occurs.  If a Change of Control
occurs and if the Executive's employment with the Company is terminated prior to
the  date on  which  the  Change  of  Control  occurs,  and if it is  reasonably
demonstrated by the Executive that such termination of employment (i) was at the
request of a third party who has taken steps  reasonably  calculated to effect a
Change of Control or (ii) otherwise  arose in connection with or anticipation of
a Change of Control,  then for all  purposes of this  Agreement  the  "Effective
Date" shall mean the date  immediately  prior to the date of such termination of
employment.

     (n) The term "Exchange Act" shall mean the Securities Exchange Act of 1934.

     (o) The term "Excise Tax" shall mean the excise tax imposed by Section 4999
of the Code and any interest or penalties incurred by the Executive with respect
to such excise tax.

     (p) The term "Good Reason" shall mean:

          (i) the assignment to the Executive during the Protected Period of any
     duties inconsistent in any respect with the Executive's position (including
     status, offices, titles and reporting requirements),  authority,  duties or
     responsibilities  at least  commensurate in all material  respects with the
     most  significant of those held,  exercised and assigned at any time during
     the 120-day period  immediately  preceding the Effective Date, or any other
     action by the  Company  during  the  Protected  Period  which  results in a
     diminution  in  such  position,   authority,  duties  or  responsibilities,
     excluding  for this  purpose an  isolated,  insubstantial  and  inadvertent
     action not taken in bad faith and which is remedied by the Company promptly
     after receipt of notice thereof given by the Executive; or

          (ii) the Company's requiring the Executive during the Protected Period
     to be based at any office or location  other than the  Company's  corporate
     head office or the Company's  requiring the Executive  during the Protected
     Period to travel on Company business to a substantially greater extent than
     required immediately prior to the Effective Date; or

          (iii)any  purported  termination  during the  Protected  Period by the
     Company of the Executive's employment otherwise than for Cause.

     For purposes hereof, any good faith  determination of "Good Reason" made by
the Executive  shall be  conclusive.  Anything in this Agreement to the contrary
notwithstanding,  a  termination  by the  Executive  for any  reason  during the
earlier of the 30-day period immediately  following the first anniversary of the
Effective  Date,  or (if the  Effective  Date has  occurred)  the 30-day  period
immediately preceding the expiration of the Protected Period, shall be deemed to
be a termination for Good Reason for all purposes of this Agreement.

     (r) The term "Noncompete Period" shall mean a period ending two years after
the  Executive  ceases to be employed by the Company in the event the  Executive
voluntarily  terminates  employment  during the Protected Period except for Good
Reason  (in which case the period  shall be one year);  or, a period  ending one
year  after the  Executive  ceases to be  employed  by the  Company  during  the
Protected  Period in the event the  Executive's  employment is terminated by the
Company, except for Cause (in which case the period shall be two years).

     (s) The term  "Notice  of  Termination"  means a written  notice  which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
to the  extent  applicable,  sets  forth in  reasonable  detail  the  facts  and
circumstances  claimed to  provide a basis for  termination  of the  Executive's
employment  under  the  provision  so  indicated,  and  (iii)  if  the  Date  of
Termination  is other  than the date of receipt of such  notice,  specifies  the
termination date (which date shall be not more than thirty days after the giving
of such notice).

     (t) The term "Other  Benefits"  shall mean the other  amounts and  benefits
described under clause (iii) of paragraph (b) of Article II hereof.

     (u)  The  term  "Outstanding   Voting   Securities"  shall  mean  the  then
outstanding voting securities of the Company including both the Company's shares
of Common Stock and the Company's shares of Class B Common Stock.

     (v) The term  "Payment"  shall  mean any  payment  or  distribution  by the
Company to or for the  benefit of the  Executive  pursuant  to the terms of this
Agreement (but  determined  without regard to any additional  payments  required
under Paragraph (c) of Article III).

     (w) The term  "Protected  Period"  shall mean the period from and after any
Change in Control  through and including the expiration of the Change in Control
Period.

     (x) The term "Person"  shall mean any  individual,  entity or group (within
the meaning of Section 13 (d) (3) or 14 (d) (2) of the Exchange Act).

     (y) The term "Welfare  Benefit Plans" shall mean all welfare benefit plans,
practices,  policies  and  programs  provided by the Company and its  Affiliates
(including,  without  limitation,  medical,  prescription,  dental,  disability,
employee life, group life,  accidental death and travel accident insurance plans
and programs) to the extent applicable generally to other peer executives of the
Company  and its  Affiliates,  but in no  event  shall  such  plans,  practices,
policies  and  programs  provide  the  Executive  with  benefits  which are less
favorable,  in the aggregate,  than the most favorable of such plans, practices,
policies and programs in effect for the Executive at any time during the 120-day
period  immediately  preceding the Effective  Date or, if more  favorable to the
Executive,  those  provided  generally at any time after the  Effective  Date to
other peer executives of the Company and its Affiliates.

                                   ARTICLE II

                         OBLIGATIONS OF THE COMPANY UPON
                       TERMINATION DURING PROTECTED PERIOD

     (a) Notice of Termination.  Any termination  during the Protected Period by
the  Company  for  Cause,  or  by  the  Executive  for  Good  Reason,  shall  be
communicated  by  Notice  of  Termination  to the other  party  hereto  given in
accordance with Paragraph (a) of Article IV of this Agreement.

     (b) Good Reason; Other Than for Cause, Death or Disability.  If the Company
shall, during the Protected Period,  terminate the Executive's  employment other
than for Cause or  Disability  or the  Executive  shall,  during  the  Protected
Period, terminate employment for Good Reason:

          (i) the  Company  shall  pay to the  Executive  in a lump  sum in cash
     within 30 days after the Date of Termination the aggregate of the following
     amounts:



<PAGE>


     (x) The sum of (1) the  Executive's  actual base salary through the Date of
Termination  to the  extent not  theretofore  paid,  (2) the  product of (x) the
Annual  Bonus as  annualized  from the most  recently  closed  quarter and (y) a
fraction,  the  numerator  of which is the number of days in the current  fiscal
year through the Date of  Termination,  and the  denominator of which is 365 and
(3) any  compensation  previously  deferred by the Executive  (together with any
accrued interest or earnings  thereon) and any accrued leave or vacation pay, in
each case to the extent not theretofore paid; and

     (y) An amount  equal to the sum of (x) the Annual  Base  Salary and (y) the
Annual Bonus as annualized from the most recently closed period;

          (ii) for one years after the Executive's Date of Termination,  or such
     longer  period as may be  provided  by the terms of the  appropriate  plan,
     program,  practice or policy,  the Company shall  continue  benefits to the
     Executive and/or the Executive's family at least equal to those which would
     have  been  provided  to  them  under  the  Welfare  Benefit  Plans  if the
     Executive's employment had not been terminated or, if more favorable to the
     Executive,  as in effect  generally at any time  thereafter with respect to
     other peer executives of the Company and its Affiliates and their families,
     provided,  however,  that if the Executive becomes  reemployed with another
     employer and is eligible to receive medical or other welfare benefits under
     another  employer-provided  plan,  the medical and other  welfare  benefits
     described herein shall be secondary to those provided under such other plan
     during such applicable period of eligibility;

          (iii)to the extent not theretofore paid or provided, the Company shall
     timely pay or  provide  to the  Executive  any other  amounts  or  benefits
     required  to be paid or  provided  or which the  Executive  is  eligible to
     receive  under any  plan,  program,  policy  or  practice  or  contract  or
     agreement of the Company and its affiliated companies.

     (c) Death. If the Executive's employment is terminated during the Protected
Period  by reason of the  Executive's  death,  this  Agreement  shall  terminate
without further obligations to the Executive's legal  representatives under this
Agreement,  other than for payment of Accrued Obligations and the timely payment
or  provision  of  Other  Benefits.  Accrued  Obligations  shall  be paid to the
Executive's estate or beneficiary,  as applicable,  in a lump sum in cash within
30  days  of the  Date of  Termination.  Other  Benefits,  as  utilized  in this
Paragraph (c), shall include,  without  limitation,  and the Executive's  estate
and/or  beneficiaries  shall be entitled to receive,  benefits at least equal to
the most  favorable  benefits  provided by the Company and its Affiliates to the
estates and  beneficiaries of peer executives of the Company and such Affiliates
under such plans,  programs,  practices and policies relating to death benefits,
if  any,  as  in  effect  with  respect  to  other  peer  executives  and  their
beneficiaries  at any time during the 120-day period  immediately  preceding the
Effective  Date or, if more  favorable  to the  Executive's  estate  and/or  the
Executive's  beneficiaries,  as in effect on the date of the  Executive's  death
with  respect to other peer  executives  of the Company and its  Affiliates  and
their beneficiaries.

     (d)  Disability.  If the  Executive's  employment is terminated  during the
Protected Period by reason of the Executive's  Disability,  this Agreement shall
terminate without further  obligations to the Executive,  other than for payment
of Accrued  Obligations  and the timely payment or provision of Other  Benefits.
Accrued  Obligations shall be paid to the Executive in a lump sum in cash within
30  days  of the  Date of  Termination.  Other  Benefits,  as  utilized  in this
Paragraph  (d),  shall  include,  and the Executive  shall be entitled after the
Disability  Effective  Date to receive,  disability  and other benefits at least
equal to the most favorable of those  generally  provided by the Company and its
Affiliates to disabled  executives and/or their families in accordance with such
plans,  programs,  practices and policies relating to disability,  if any, as in
effect generally with respect to other peer executives and their families at any
time during the 120-day period  immediately  preceding the Effective Date or, if
more favorable to the Executive and/or the Executive's  family,  as in effect at
any time  thereafter  generally  with  respect to other peer  executives  of the
Company and its Affiliates and their families.

     (e) Cause; Other than for Good Reason. If the Executive's  employment shall
be  terminated  during the  Protected  Period for Cause,  this  Agreement  shall
terminate without further obligations to the Executive other than the obligation
to pay to the  Executive  (x)  his  actual  base  salary  through  the  Date  of
Termination,  (y) the  amount of any  compensation  previously  deferred  by the
Executive,  and (z)  Other  Benefits,  in each  case to the  extent  theretofore
unpaid. If the Executive voluntarily  terminates employment during the Protected
Period,  excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for Accrued Obligations
and the timely payment or provision of Other Benefits. In such case, all Accrued
Obligations  shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination.

                                   ARTICLE III

                                CERTAIN COVENANTS

     (a)  Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or
limit the Executive's  continuing or future  participation in any plan, program,
policy or  practice  provided by the  Company or any of its  Affiliates  and for
which the Executive may qualify,  nor shall  anything  herein limit or otherwise
affect such rights as the  Executive  may have under any  contract or  agreement
with the Company or any of its  Affiliates,  except  that any and all  severance
arrangements  extended by the Company to the Executive and otherwise  applicable
in the circumstances covered by this Agreement shall no longer operate and shall
be superseded by the provisions hereof.

     (b) Full Settlement. The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its  obligations  hereunder shall
not be  affected  by any  set-off,  counterclaim,  recoupment,  defense or other
claim,  right or action  which the Company may have  against  the  Executive  or
others. In no event shall the Executive be obligated to seek other employment or
take any  other  action  by way of  mitigation  of the  amounts  payable  to the
Executive  under any of the  provisions of this Agreement and such amounts shall
not be reduced  whether  or not the  Executive  obtains  other  employment.  The
Company  agrees to pay as  incurred,  to the full extent  permitted  by law, all
legal fees and expenses which the Executive may reasonably  incur as a result of
any contest (regardless of the outcome thereof) by the Company, the Executive or
others of the validity or  enforceability  of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant to this
Agreement).

         (c)      Covenant Not to Compete During the Protected Period.

          (i) In the  event  the  Executive  voluntarily  terminates  employment
     except for Good Reason during the Protected  Period,  the Executive  agrees
     that,  for a period (the  "Noncompete  Period")  ending two years after the
     Executive  ceases to be employed by the Company,  he will not,  except with
     the express written consent of the Company,  either directly or indirectly,
     engage  in the  business  of  rehabilitating,  lining,  relining,  coating,
     constructing or reconstructing  pipelines,  sewers, conduits or passageways
     (the  "Services")  anwhere in the world, or otherwise  engage in Prohibited
     Competition  (as  hereinafter   defined).   If  the  Executive  voluntarily
     terminates  for Good Reason during the  Protected  Period,  the  Noncompete
     Period shall end one year after the Executive  ceases to be employed by the
     Company.

For purposes of this Article III,  Paragraph  (c)(i),  "Prohibited  Competition"
shall include, but not be limited to, acting as consultant, advisor, independent
contractor, officer, manager, employee, principal, agent, director or trustee of
any  corporation,  partnership,  association or agent or agency,  or directly or
indirectly owning more than one percent of the outstanding  capital stock of any
corporation,  or being a member or employee of any  partnership  or any owner or
employee of any other business,  any of which is engaged in providing any of the
Services.  "Prohibited  Competition"  also shall  include  (in  addition  to the
foregoing):

                    (x) Accepting  employment  with a customer of East or of its
               Affiliates  with the intent or purpose  of  transferring  defined
               business  performed by East or its  Affiliates  to a  department,
               division or affiliate of the customer;

                    (y) Requesting or advising any of the customers,  suppliers,
               or other business contacts of East or its Affiliates to withdraw,
               curtail or cancel their business with East or its Affiliates; or

                    (z) Causing or inducing,  or  attempting to cause or induce,
               either   directly   or   indirectly,    any   employees,    sales
               representatives,  consultants  or other  personnel of East or its
               Affiliates  to terminate  their  relationships  or  employment or
               breach their agreements with East or its Affiliates,  whether for
               the purpose of accepting employment with you or any other person,
               firm,  association or corporation  with which you are associated,
               or otherwise.

          (ii) In the event the  Executive's  employment  is  terminated  by the
     Company for other than Cause during the  Protected  Period,  the  Executive
     agrees that, for a period (the  "Noncompete  Period") ending one year after
     the Executive  ceases to be employed,  the Executive shall be restricted as
     set forth in Article  III,  paragraphs  (c)(i) and  (c)(ii)  above.  If the
     Executive  is  terminated  by the  Company for Cause  during the  Protected
     Period,  the  Noncompete  Period  shall end two years  after the  Executive
     ceases to be employed by the Company.

          (iii) If, at the time of  enforcement of any provision of Article III,
     paragraphs  (c)(i) and (c)(ii) above,  a court holds that the  restrictions
     stated therein are  unreasonable  under  circumstances  then existing,  the
     parties hereto agree that the maximum period,  scope or  geographical  area
     reasonable  under such  circumstances  will be  substituted  for the stated
     period, scope or area.

          (iv) In the event of a breach by the  Executive of the  provisions  of
     Article  III,  paragraphs  (c)(i) and  (c)(ii)  above,  the  Company or its
     successors  or assigns  may,  in  addition  to other  rights  and  remedies
     existing in their favor,  apply to any court of competent  jurisdiction for
     specific  performance and/or injunctive or other relief in order to enforce
     or prevent any violations of the provisions thereof.

          (v) The provisions of Article III, paragraphs (c)(i) and (c)(ii) above
     are  independent  of any other  noncompete  restrictions  applicable to the
     Executive  and  shall  be  cumulative   with  any  other  such   noncompete
     restrictions.

     (d) Notice of Voluntary  Termination or Forfeiture of Stock Options. In the
event the Executive  should at any time determine to voluntarily  terminate from
the employ of the  Company,  Executive  agrees to give the Company not less than
ninety days written  notice prior to the date of voluntary  termination.  In the
event that the Executive  fails to give the Company at least ninety days written
notice prior to the date of voluntary  termination,  Executive agrees to forfeit
the benefit of all Employee Stock Options not  previously  vested and exercised.
The above  notice  provision  shall not be  applicable  under  circumstances  of
voluntary  termination  by the  Executive  for Good Reason  during the Protected
Period.

                                   ARTICLE IV

                                  MISCELLANEOUS

     (a) Notices.  All notices and other  communications  hereunder  shall be in
writing and shall be given by hand  delivery to the other party or by registered
or certified  mail,  return receipt  requested,  postage  prepaid,  addressed as
follows:

                  If to the Executive:

                  Robert F. Hartman
                  2814 Durmont Court
                  Annapolis, MD 21401

                  If to the Company:

                  3421 Pennsy Drive
                  Landover, MD 20785-1608
                  Attention: Corporate Secretary

                  With a copy to:

                  Miles & Stockbridge P.C.
                  10 Light Street
                  Baltimore, MD  20785
                  Attention:  Edward J. Adkins, Esq.

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

     (b) Entire Agreement.  This Agreement shall contain the entire agreement of
the parties with respect to the transactions contemplated hereby.

     (c) Successors.

          (i) This  Agreement is personal to the Executive and without the prior
     written  consent of the Company  shall not be  assignable  by the Executive
     otherwise  than by  will or the  laws of  descent  and  distribution.  This
     Agreement  shall  inure  to  the  benefit  of  and  be  enforceable  by the
     Executive's legal representatives.

          (ii) This Agreement  shall inure to the benefit of and be binding upon
     the Company and its successors and assigns.

          (iii) The  Company  will  require  any  successor  (whether  direct or
     indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to all or
     substantially  all of the business  and/or  assets of the Company to assume
     expressly and agree to perform this Agreement in the same manner and to the
     same  extent  that the  Company  would be required to perform it if no such
     succession had taken place. As used in this Agreement, "Company" shall mean
     the Company as  hereinbefore  defined  and any  successor  to its  business
     and/or  assets as  aforesaid  which  assumes  and  agrees to  perform  this
     Agreement by operation of law, or otherwise.

     (d) Governing Law; Captions;  Amendments.  This Agreement shall be governed
by and construed in accordance  with the laws of the State of Delaware,  without
reference to principles of conflict of laws.  The captions of this Agreement are
not part of the  provisions  hereof  and  shall  have no force or  effect.  This
Agreement may not be amended or modified  otherwise than by a written  agreement
executed  by the  parties  hereto  or  their  respective  successors  and  legal
representatives.

     (e) Severability.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.

     (f)  Withholding.  The Company may withhold from any amounts  payable under
this Agreement such Federal,  state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

     (g) Term. This Agreement expires three years from the date hereof but shall
automatically  extend for an  additional,  one-year,  successive  period on each
anniversary  of the date  hereof  absent  notice  of  termination  of  automatic
extension  by either the Company or the  Executive  at least six months prior to
any anniversary. Each such extension, if effected, shall concomitantly extend by
one year the then-applicable three-year "Change of Control Period."

     (h) No Waiver.  Neither the Executive's nor the Company's failure to insist
upon strict  compliance  with any provision of this  Agreement or the failure to
assert any right the  Executive  or the Company may have  hereunder,  including,
without limitation,  the right of the Executive to terminate employment for Good
Reason,  shall be deemed to be a waiver of such  provision or right or any other
provision or right of or under this Agreement.

     (i) Counterparts.  This Agreement may be executed in counterparts,  each of
which  shall be  deemed  an  original,  but all of which  taken  together  shall
constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the Executive has hereunto set the  Executive's  hand
and, pursuant to the authorization from its Board of Directors,  the Company has
caused  these  presents to be executed in its name on its behalf,  all as of the
day and year first above written.

                    Executive:

                                 /s/Robert F. Hartman
                                 -----------------------------------------------
                                 Robert F. Hartman

                     CERBCO, Inc.

                                  By /s/Robert W. Erikson
                                  ----------------------------------------------
                                  Robert W. Erikson, President*

                                  *(executed  pursuant to authorizing
                                  resolution  adopted 9/11/01
                                  by the board of directors)