EMPLOYMENT AGREEMENT
     AGREEMENT  made this 12th day of March,  1997,  effective  as of January 1,
1997, by and between NSC CORPORATION,  a corporation duly organized and existing
under the laws of the State of Delaware,  with a principal  place of business at
49 Danton  Drive,  Methuen,  Massachusetts  01844  (hereinafter  referred  to as
"Employer") and VICTOR J. BARNHART,  an individual  residing at 10 Tartan Lakes,
Westmont, Illinois 60559 (hereinafter referred to as "Employee").

     WHEREAS,   Employer  wishes  to  retain  Employee's  skill,  knowledge  and
experience for the management of its business and operations and Employee wishes
to make such skills, knowledge and experience available to Employer;

     NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter set
forth,  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which is hereby acknowledged,  Employer and Employee hereby agree
as follows:

     Section 1.  Employment.

     1.1 Term. Employer shall employ Employee, and Employee shall serve Employer
as Chairman and Chief Executive  Officer for a term of three (3) years beginning
on January 1, 1997 and  ending on  December  31,  1999 (the  "Initial  Period of
Employment"),  which employment  shall  thereafter  continue on an at-will basis
(collectively the "Term of Employment"),  unless earlier terminated  pursuant to
the provisions of Section 5 of this Agreement.

     1.2 Duties.  (a) Capacity.  During the Term of  Employment,  Employee shall
assume and perform such  managerial  and executive  duties and  responsibilities
commensurate with his positions,  including responsibility for sales, operations
staffing, budgets, pricing, personnel, training,  advertising, market expansion,
business  development,  acquisitions,  and profits and losses and Employee shall
further  assume and  perform  such other  reasonable  executive  and  managerial
responsibilities  and duties as may be  assigned to him  hereafter  from time to
time by the Board of Directors of Employer. Employee will report directly to the
Board of Directors of Employer.

     (b) Schedule. During the Term of Employment,  Employee shall be employed on
a full-time  basis.  Employee's  working  schedule during the Term of Employment
shall correspond with the requirements of his position.

     (c) Exclusivity.  Without limiting the generality of the foregoing,  during
the Term of Employment,  Employee shall not,  without the prior written approval
of Employer,  render services of a business,  professional or commercial  nature

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for compensation to any other entity or person;  provided,  however, this clause
shall not prohibit  Employee from making  investments of a passive nature (other
than  investments  of more than one (1%)  percent of the  outstanding  shares of
companies  engaged in any business  which is directly or indirectly  competitive
with or similar to the  business now or  hereafter  conducted  by the  Employer)
which  do not  detract  from  the  full-time  nature  of  Employee's  employment
hereunder.

     1.3  Compensation  and  Benefits.   During  the  Term  of  Employment,   as
compensation  for the  services to be rendered  during such period and the other
obligations undertaken by Employee hereunder,  Employee shall be entitled to the
following compensation:

     (a) Salary.  Employer shall pay to Employee weekly in equal installments an
annual minimum Base Salary of Two Hundred Fifty Thousand  ($250,000.00) Dollars,
or such greater amount as may be determined by Employer, in its sole discretion,
upon a review of Employee's performance.

     (b)  Expenses.  During the Term of  Employment,  Employer  shall  reimburse
Employee for  reasonable  and  necessary  travel and  entertainment  expenses in
connection  with his  employment  hereunder in  accordance  with the policies of
Employer in effect from time to time and upon Employee  timely  submitting  such
expenses for  reimbursement  and providing the Employer with such  documentation
substantiating such expenses as Employer may reasonably require.  Employer shall
provide to Employee an annual  allowance for  reimbursement of private club dues
and  financial/tax  planning  expenses in an amount equal to two (2%) percent of
Employee's  then annual Base Salary,  such expenses to be reimbursed by Employer
to Employee through Employee's expense reports.

     (c) Car  Allowance.  During the Term of  Employment,  Employer  shall pay a
monthly  car  allowance  to Employee  in the amount of Eight  Hundred  ($800.00)
Dollars per month.  It is  acknowledged  and understood by the parties that said
car allowance shall be in lieu of any reimbursement for Employee's  expenses for
local auto travel, including, but not limited to, any mileage reimbursement.

     (d) Benefits. During the Term of Employment,  Employee shall be entitled to
such other fringe benefits,  including vacation, paid holidays, health, life and
disability insurances, etc. in accordance with such plans and policies as may be
maintained by Employer from time to time. In addition to the foregoing benefits,
Employer  shall  provide to Employee,  or reimburse  Employee for the cost of, a
term life  insurance  policy  upon the  Employee's  life  providing  for a death
benefit of two (2) times Employee's then base salary.

     (e) Relocation Expenses.  In the event that Employer shall require Employee
to relocate from Oak Brook,  Illinois to the Company's  headquarters in Methuen,

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Massachusetts  during the Term of Employment,  Employer shall reimburse Employee
for Employee's cost of relocating in accordance  with the Employer's  Relocation
Policy, Policy No. 602, a copy of which is attached hereto as Exhibit A.

     (f) Incentive Compensation.  During the Term of Employment,  Employee shall
be entitled to participate in Employer's Management Incentive  Compensation Plan
and such other incentive compensation plans as may be made available by Employer
to  similarly  situated  executives  from  time  to  time  during  the  Term  of
Employment.  For the calendar  year of 1997,  Employee's  target bonus under the
Employer's  Management  Incentive  Compensation Plan (the "Plan") shall be fifty
(50%)  percent  of  Employee's  annual  Base  Salary  to be  earned  and paid in
accordance with the terms of said Plan; and thereafter,  Employee's target bonus
under said Plan shall be determined by the Employer's Compensation Committee, in
said committee's discretion.

     Section 2.  Development of Inventions, Improvements or Know-How.

     2.1 Information. During the Term of Employment, Employee shall keep
Employer informed of any and all promotional and advertising materials,
catalogs, brochures, plans, customer lists, supplier lists, manuals,
handbooks, inventions, discoveries, improvements, trade secrets, secret
processes, and any technology, know-how or intellectual property made or
developed by him, in whole or in part, or conceived of by him, alone or
with others, which results from any work he may do for, or at the request
of Employer, or which relates in any way to the business operations,
activities, research, investigations or obligations of Employer
(collectively the "Information").

     2.2   Assignment  of  Rights.   Employee,   and  his  heirs,   assigns  and
representatives  shall  assign,  transfer  and set over,  and do hereby  assign,
transfer and set over, to Employer,  and its successors and assigns,  all of his
and their right,  title and interest in and to any and all Information,  and any
patents,  patent  applications,  copyrights,  trademarks,  tradenames  or  other
intellectual property rights relating thereto, provided or conceived by Employee
during the Term of Employment.  For purposes of this Section 2, any  Information
developed, conceived or provided by the Employee within six (6) months after the
date of the termination of Employee's  employment with Employer  hereunder shall
be conclusively  presumed to have been  developed,  conceived or provided during
the Employee's Term of Employment with the Employer.

     2.3 Further Assurances. To the extent Employer deems necessary
or desirable to affect the intent of the  assignments,  transfers  and set-overs
provided  for in  Sections  2.1 and 2.2  hereinabove,  Employee,  and his heirs,
assigns or representatives,  shall, at the expense of Employer,  assist Employer
or its  nominees to obtain  patents,  copyrights,  trademarks  and  tradename or
similar rights of protection  (including any renewals or continuations  thereof)
for any and all  Information  in any country or countries  throughout the world.
Employee,  and his heirs, assigns and representatives  shall execute and deliver
any  and  all  applications,  assignments  or  other  instruments  necessary  or

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desirable to secure United States or foreign patents, copyrights, trademarks and
tradenames  or  similar   rights  of  protection   (including  any  renewals  or
continuations  thereof), and to transfer to Employer,  upon request, any and all
right, title or interest in and to any and all such Information.  Employee,  and
his heirs,  assigns and representatives  shall give Employer,  upon request, any
and all facts known to him or them reflecting such  Information  with respect to
any of the  foregoing,  including,  without  limitation,  any and all  formulae,
processes, sketches, drawings, models and figures.

     Section 3.  Non-Disclosure.

     Employee   hereby   acknowledges   that  Employer   possesses   certain
confidential and proprietary  information,  including, but not limited to client
and customer lists, supplier lists, data, figures,  sales figures,  projections,
estimates,  tax records,  personnel history,  accounting  procedures,  bids, and
other  information  relating to the Employer's  employees,  clients,  customers,
client and  customer  requirements,  methods of client  development,  suppliers,
contractors,  bidding techniques,  pricing,  research, and development and other
activities,   services  and  business  of  the  Employer  (the  foregoing  being
hereinafter  referred to collectively as  "Confidential  Information")  and that
maintaining  the  confidential  and  proprietary  nature  of  said  Confidential
Information is essential to the continued  commercial  success of the Employer's
business and that said Confidential  Information constitutes valuable and unique
assets which provide the Employer  with a distinct  competitive  advantage  over
competing businesses.  Therefore, Employee hereby agrees that Employee shall not
disclose, divulge, or use in any manner any such Confidential Information except
as is specifically  required in the performance of Employee's duties pursuant to
this Employment Agreement,  and that Employee will not, under any circumstances,
communicate  any such  Confidential  Information  to any one not employed by the
Employer  and/or  specifically  authorized in writing by the Employer to receive
such  Confidential  Information.  It is  expressly  agreed  that  the  foregoing
restrictions  upon  use,  disclosure  or  communication  of  the  aforementioned
Confidential  Information  shall be in full force and effect  forever  and shall
survive any termination of this Agreement, whether voluntary or involuntary, and
regardless of the reason for or manner of  termination.  Upon the termination of
this Agreement and Employee's employment hereunder, regardless of the reason for
or manner of  termination,  Employee  agrees that  Employee  will deliver to the
Company all originals and all copies in the Employee's possession of any and all
documents of any nature containing, evidencing, or in any manner relating to any
Confidential  Information  as  defined  herein  and  shall  not  take  any  such
documentation with Employee upon said termination.

     Section 4.  Covenant Not To Compete.

     4.1  Acknowledgment.  Employee  acknowledges  that he is being
employed  by the  Employer  in a  position  in  which  he  will be  expected  to
independently  develop and  maintain  close  relationships  with  customers  and
clients  of the  Employer  and in  which  he will be  provided  with  access  to
confidential  information of Employer,  and that such customer relationships and
confidential  information  constitute a significant  part of the goodwill of the
Employer,  the  preservation  of  which  are  essential  to the  success  of the
Employer,  and  that the  Employer  has a  legitimate  interest  in  restricting

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Employee's  ability to take  advantage of such  relationships  and  confidential
information.  Employee  further  acknowledges  that,  in  conjunction  with this
Employment Agreement,  and in further consideration of the covenants of Employee
set forth  hereinbelow,  Employee  has been  granted  certain  stock  options by
Employer.

     4.2 Non-Competition  Agreement. In light of the foregoing, and
in consideration of the employment of Employee hereunder, and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by Employee,  Employee hereby covenants and agrees that, during the
Term of  Employment  and,  upon  termination,  for a  period  equal  to the then
remaining  balance  of the Term of  Employment  or one (1)  year,  whichever  is
greater  immediately  following any  termination  of this  Employment  Agreement
and/or Employee's  employment hereunder,  whether voluntary or involuntary,  and
regardless of the reason for or manner of termination, Employee shall not, alone
or with others, directly or indirectly (as owner, stockholder,  partner, lender,
other investor, director, officer, employee, consultant, or otherwise):

     (i)  Solicit,  perform  or engage in any  business  of the same or  similar
nature to the business of Employer anywhere within the Employer's territories as
hereinafter defined;

     (ii) Solicit, engage in, perform, divert or accept any business of the same
or similar  nature to the  business  of  Employer  with or from any  customer or
potential customer of Employer; or

     (iii)  Induce or attempt to induce any  customer of Employer to reduce such
customer's  business with Employer or divert such  customer's  business from the
Employer, by direct advertising, solicitation or otherwise;

     (iv) Disclose the names of any customers or potential customers of Employer
to any other person, firm, corporation or other entity; or

     (v) Employ,  hire, cause to be employed or hired,  entice away, solicit, or
establish a business with any then current officer,  employee,  servant or agent
of Employer,  or any other person who was employed by Employer within the twelve
(12) months  immediately  prior to such employment or  establishment,  or in any
manner persuade or attempt to persuade any officer,  employee,  servant or agent
of Employer to leave the employ of the Employer; or

     (vi) Assist any person,  firm,  entity,  employer,  business  associate  or
member of Employee's family to commit any of the foregoing acts.

     4.3 Definitions.  For purposes of this Section 4, the following terms shall
have the meanings hereinafter set forth:

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     (i) The term "customer" shall mean any person,  firm,  corporation or other
entity or any parent,  subsidiary or affiliate  thereof with which  Employer has
had a contract, engaged in any business with or for which Employer has performed
any work or  services  during  the  twelve  (12)  months  immediately  preceding
Employee's   termination  and  up  to  and  including  the  date  of  Employee's
termination;

     (ii) The term "potential customer" shall mean any person, firm, corporation
or other  entity or any  parent,  subsidiary  or  affiliate  thereof  from which
Employer has solicited or attempted to solicit any business or to which Employer
has  submitted  any  written or oral  proposal  within the  twelve  (12)  months
immediately preceding Employee's termination and up to and including the date of
Employee's termination.

     (iii) The term  "Employer's  territories"  shall mean the United  States of
America,  including  without  limitation,  each and every state or  territory in
which  Employer has conducted or solicited  any business  within the twelve (12)
months  immediately  preceding the date of Employee's  termination and up to and
including the date of Employee's termination.

     (iv) The phrase  "business of the same or similar nature to the business of
Employer" shall mean the supplying of products,  work or services which have the
same or similar  characteristics as, or is competitive with, any products,  work
or services  engaged in, performed by or rendered by Employer at the time of the
termination of this Agreement  and/or within the twelve (12) months  immediately
preceding such termination and/or any products, work or services which have been
the subject of any  solicitation  or proposal by Employer within the twelve (12)
months immediately preceding such termination.

     4.4 Enforcement.  The covenants and  obligations  of Employee
pursuant to this Section 4 shall be specifically  enforceable in addition to and
not in limitation of any other legal or equitable  remedies,  including monetary
damages,  which Employer may have.  Employee  recognizes and  acknowledges  that
irreparable  injury may result to Employer  in its  business in the event of any
breach by Employee of any covenant or agreement contained herein, and, by reason
of the  foregoing,  Employee  consents  and agrees that in the event of any such
breach,  Employer  shall be entitled,  in addition to any other remedies that it
may have, including monetary damages, to an injunction to restrain Employee from
committing or continuing any violation of any covenant or agreement set forth in
this  Section  4. It is the intent of the  parties  hereto  that this  Agreement
contains  covenants  which are valid and  enforceable,  which are reasonable and
necessary to safeguard  the interests of Employer and which will be binding upon
Employee.  Therefore,  in the event that any of the  obligations of Employee are
determined to be unreasonable or  unenforceable  because of the duration of such
provision,  the area covered thereby or the scope thereof so as to render any of
the foregoing covenants unenforceable, then such a covenant shall be interpreted
as to require only a reasonable  duration,  area or scope,  and any Court making
any such  determination  shall  have the power to reduce the  duration,  area or

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scope of such provision  and/or to delete or revise  specific words and phrases,
and, in its reduced or revised form,  such  provisions  shall be enforceable and
shall be enforced. In the event that Employer alleges that Employee has violated
any of the covenants  contained  herein and Employer  seeks  enforcement of such
covenants in any Court having jurisdiction  thereof,  Employer shall be entitled
to recover from Employee all  reasonable  attorney's  fees and costs incurred by
Employer in prosecuting such litigation.

     Section 5.  Termination of Agreement.

     5.1.     Right to Terminate.

     (a) Death.  This Agreement  shall  terminate  immediately  upon  Employee's
death.

     (b) Disability. In the event that Employee, because of accident, disability
or physical or mental illness,  is incapable of performing his duties hereunder,
unless otherwise  prohibited by applicable law, Employer shall have the right to
terminate  Employee's  employment  hereunder upon thirty (30) days prior written
notice to  Employee.  For purposes of this  Section 5.1 (b),  Employee  shall be
deemed to have become  incapable of performing his duties  hereunder if he shall
have been  incapable  of so doing  for (i) a  continuous  period of one  hundred
eighty (180) days and remains so incapable at the end of such one hundred eighty
(180) day period;  or (ii)  periods  amounting  in the  aggregate to one hundred
eighty (180) days within any one period of three hundred  sixty-five  (365) days
and  remains so  incapable  at the end of such  aggregate  period of one hundred
eighty (180) days.

     (c)  Breach  of  Agreement.  In the event  that  Employee  breaches  in any
material  respect,  or fails to comply in any material  respect with, any of the
provisions  of this  Agreement,  Employer  shall,  upon  thirty  (30) days prior
written  notice to Employee  specifying  the nature of such breach or failure to
comply,  have the right to terminate this  Agreement and  Employee's  employment
hereunder,  (i) if Employee  fails to cure such breach or failure to comply,  if
curable,  within thirty (30) days after the giving of such notice; and (ii) upon
the  expiration  of such  thirty  (30) day  period if such  breach or failure to
comply cannot be cured.

     (d) Cause. Employer shall have the right to terminate Employee's employment
hereunder  for cause  immediately  without  prior notice to  Employee.  The term
"cause"  shall mean (i)  Employee's  willful  failure or refusal to comply  with
explicit  directives of the Employer or to render the services  required herein;
or (ii)  misappropriation  of any business  opportunities;  or (iii) dishonesty,
fraud,  embezzlement,  or  misappropriation  of funds,  involving  assets of the
Employer,  its  customers,  suppliers,  or  any of  their  affiliates;  or  (iv)
indictment or charge of Employee by applicable governmental authorities with, or

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being  convicted of, any criminal  offense which  adversely  affects  Employee's
ability to perform his duties  hereunder or the  reputation of Employer;  or (v)
the willful and  repeated  breach or habitual  neglect by Employee of his duties
under this Agreement or his duties as an Employee of Employer;  or (vi) Employee
engaging in any acts or making statements which reflect adversely upon Employer,
its affiliates or subsidiaries or their business.

     (e) Other. Employer shall have the right to terminate Employee's employment
hereunder  for any other reason not specified in this Section 5.1, at Employer's
sole discretion, upon ten (10) days prior written notice to Employee;  provided,
however,  that  in the  event  that  Employer  shall  terminate  the  Employee's
employment  pursuant to this Section 5.1(e),  then Employee shall be entitled to
the following severance benefits:

     (i) In the  event  that  Employer  shall  terminate  Employee's  employment
pursuant  to this  Section  5.1(e)  during  the  Initial  Period of  Employment,
Employer  shall  continue to pay Employee his Base Salary as set forth herein or
as then  established,  payable in  accordance  with  Employer's  normal  payroll
procedures,  and shall provide Employee with continued coverage under Employer's
medical and dental plans at the rate  applicable to active  employees,  from the
effective date of termination  until the later of (x) one (1) year following the
effective date of termination or (y) the remaining portion of the Initial Period
of Employment.. In addition to the aforementioned salary continuation,  Employer
shall pay to  Employee  any  deferred  portion of any bonus  awarded to Employee
under  Employer's  Management  Incentive  Compensation  Plan  and  shall  pay to
Employee  a  pro-rated  portion  of the bonus  payable  under  said Plan for the
calendar year in which such  termination  occurs when,  and if and only if, such
bonus is payable in accordance with the terms and conditions of the Plan.

     (ii) In the event  that  Employer  shall  terminate  Employee's  employment
pursuant  to this  Section  5.1(e)  at any time  after  the  Initial  Period  of
Employment, Employer shall continue to pay Employee his Base Salary as set forth
herein or as then  established,  payable in accordance  with  Employer's  normal
payroll  procedures,  and shall provide  Employee with continued  coverage under
Employer's  medical and dental plans at the rate applicable to active employees,
for a period of one (1) year  following the effective  date of  termination.  In
addition  to the  aforementioned  salary  continuation,  Employer  shall  pay to
Employee any deferred  portion of any bonus awarded to Employee under Employer's
Management  Incentive  Compensation  Plan and shall pay to  Employee a pro-rated
portion of the bonus payable under said Plan for the calendar year in which such
termination occurs when, and if and only if, such bonus is payable in accordance

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with the  terms and  conditions  of the Plan.  Notwithstanding  anything  to the
contrary set forth herein,  the provisions of this Section  5.1(e)(ii)  shall be
void and of no further force and effect upon Employee attaining the age of sixty
(60) years.

     (iii) In the event that a  "Terminating  Event,"  as  defined  hereinafter,
shall  occur  within  one (1) year  after a  "Change  in  Control,"  as  defined
hereinafter,  then (i) Employer shall provide all severance benefits to Employee
in  accordance  with  Section  5.1(e)(i)  hereinabove  in the  event  that  such
Terminating  Event shall occur during the Initial  Period of  Employment or such
severance  benefits  as  provided  for in Section  5.1(e)(ii)  in the event such
Terminating  Event shall occur any time after the Initial  Period of  Employment
and (ii) Employer shall  reimburse  Employee for the expenses of relocating to a
location  within the State of South  Carolina in accordance  with the Employer's
Relocation  Policy,  Policy No. 602  attached  hereto as Exhibit A. For purposes
hereof,  a Change in Control  shall be deemed to have  occurred in the following
events:   (i)  as  a  direct   result  of  any  tender  or   exchange,   merger,
reorganization,  consolidation, or other business combination, any person, firm,
or entity, other than OHM Corporation or Rust International,  Inc., shall hold a
majority of the then issued and  outstanding  shares of the Employer or (ii) the
sale or other  disposition  of all or  substantially  all of the  assets  of the
Employer  (in one  transaction  or in a series of  transactions).  Further,  for
purposes hereof, a Terminating  Event shall mean (i) termination by the Employer
(or by any successor entity) of the employment of the Employee with the Employer
for any  reason  other  than (A) death or (B) for  cause,  as defined in Section
5.1(d)  hereinabove;  or (ii)  resignation  of the Employee  from the  Employer,
within ninety (90) days after the occurrence of any of the following events: (A)
a reasonable  determination  by the Employee in good faith that there has been a
significant   and   substantial   reduction  in  the  scope  of  the  Employee's
responsibilities,   authorities,   powers,   functions,   or  duties   from  the
responsibilities,  authorities,  powers,  functions,  or duties exercised by the
Employee  immediately  prior to a Change in  Control;  (B) a ten  (10%)  percent
reduction in the Employee's total monetary compensation,  including base salary,
bonuses,  incentive  compensation,  material  benefit  plans,  and all  non-cash
personal  benefits  and  perquisites  which  are  susceptible  of  accurate  and
objective measurement, as all of the same shall be in effect on the date of this
Agreement  or as the  same  may be  increased  from  time  to  time;  or (C) the
relocation  of the Employee  from the office  where the Employee is  principally
employed  immediately  prior to the date of the  Change in Control to a location
more than fifty (50) away.  Notwithstanding  anything to the contrary  contained
herein,  in the event that Employer shall become  obligated to pay any severance

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benefits as specified in Sections  5.1(e)(i) or 5.1(e)(ii) due to the occurrence
of a Terminating Event after a Change in Control,  Employee, at his option, may,
upon written  notice to Employer,  elect to accelerate  the  severance  benefits
payable  hereunder and to have said severance  benefits  payable in one (1) lump
sum  within  thirty  (30)  days of the  date  of  Employee's  termination,  said
severance  benefits to be discounted to present  value  utilizing  such discount
rate as shall be reasonably designated by Employer.

     (iv)  It is the  intention  of the  Employee  and of the  Employer  that no
payments  by the  Employer  to or for the  benefit  of the  Employee  under this
Agreement or any other agreement or plan, if any,  pursuant to which Employee is
entitled to receive payments or benefits shall be non-deductible to the Employer
by reason of the operation of Section 280G of the Internal Revenue Code of 1986,
as  amended  ("Code")   relating  to  parachute   payments.   Accordingly,   and
notwithstanding  any  other  provision  of  this  Agreement  or any  other  such
agreement of plan, if by reason of the operation of said Section 280G,  any such
payments exceed the amount which can be deducted by the Employer,  such payments
shall be reduced to the maximum amount which can be deducted by the Employer. To
the extent that payments exceeding such maximum deductible amount have been made
to or for the benefit of the Employee,  such excess payment shall be refunded to
the Employer with interest  thereon at the  applicable  federal rate  determined
under Section 1274(d) of the Code, compounded annually, or at such other rate as
may be required in order that no such  payment  shall be  non-deductible  to the
Employer by reason of the  operation  of said Section  280G.  To the extent that
there is more than one method of reducing  the payments to bring them within the
limitation of said Section 280G, the Employee shall determine which method shall
be followed  provided  that if the Employee  fails to make such a  determination
within  forty-five  (45) days after the Employer has provided  Employee  written
notice of the need for such reduction,  the Employer may determine the method of
such reduction in its sole  discretion.  If any dispute between the Employer and
the  Employee  as to any of the  amounts to be  determined  under  this  Section
5(e)(v) or the method of  calculating  such  amounts,  cannot be resolved by the
Employer and the  Employee,  either the Employer or the  Employee,  after giving
three (3) days  written  notice to the other  party,  may refer the dispute to a
partner  in  the  Boston  office  of a  firm  of  independent  certified  public
accountants selected jointly by the Employer and the Employee. The determination
of such partner as to the amount to be determined under this Section 5(e)(v) and
the method of  calculating  such  amount  shall be final and binding on both the
Employer  and the  Employee.  The  Employer  shall  bear  the  costs of any such
determination.

                                 Page 51 of 88
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`    f) Rights and Obligations of Employee Upon Termination.

     (i) Upon the termination of Employee's  employment pursuant to Sections 5.1
(a),  (b),  (c),  (d),  or (e) of this  Agreement,  Employer  shall not have any
further  obligation  to  Employee  under this  Agreement  except  (other than as
provided in Section 5.1 (e) above) to distribute to Employee his Base Salary due
pursuant to Section 1.3 (a) hereof (and accrued  vacation pay) up to the date of
termination.  Notwithstanding  the  foregoing,  in  the  event  that  Employee's
employment  pursuant to this Agreement shall be terminated  pursuant to Sections
5.1(a) and 5.1(b),  then Employer shall pay to Employee or the Employee's  heirs
or personal  representatives,  as applicable,  a pro-rated  portion of the bonus
payable under the  Employer's  Management  Incentive  Compensation  Plan for the
calendar year in which such  termination  occurs when,  and if and only if, such
bonus is payable in accordance with the terms and conditions of the Plan.

     (ii) Upon the  termination  of this  Agreement  and  Employee's  employment
hereunder, whether voluntary or involuntary, and regardless of the reason for or
manner of  termination,  all of the  obligations of Employee under Sections 2.2,
2.3,  3, and 4 shall  remain in full  force and  effect  and shall  survive  the
termination of this Agreement to the extent set forth herein.

     Section 6.  Miscellaneous.

     6.1      Remedies.

     (a) Injunctions. Inasmuch as any breach of, or failure to comply with, this
Agreement  will cause serious and  substantial  damage to Employer,  if Employee
should in any way  breach or fail to  comply  with the terms of this  Agreement,
Employer  shall be  entitled to an  injunction  restraining  Employee  from such
breach or failure.

     (b) Cumulative  Remedies.  All remedies of Employer  expressly provided for
herein are  cumulative  of any and all other  remedies now existing at law or in
equity. Employer shall, in addition to the remedies herein provided, be entitled
to avail itself of all such other remedies as may now or hereafter  exist at law
or in equity for compensation, and for the specific enforcement of the covenants
contained herein. Resort to any remedy provided for hereunder or provided by law
shall  not  prevent  the  concurrent  or  subsequent  employment  of  any  other
appropriate remedy or remedies, or preclude the recovery by Employer of monetary
damages.

                                 Page 52 of 88
<PAGE>
     6.2  Amendment.  This  Agreement  may be  amended  only by a  writing  duly
executed by the parties hereto.

     6.3 Entire  Agreement.  This Agreement and any other  agreements  expressly
referred  to herein set forth the entire  understanding  of the  parties  hereto
regarding  the  subject  matter  hereof  and  supersede  all  prior   contracts,
agreements,  arrangements,  communications,   discussions,  representations  and
warranties,  whether oral or written,  between the parties regarding the subject
matter hereof.

     6.4 Notice.  For  purposes of this  Agreement,  notices and  communications
provided or permitted to be given  hereunder  shall be deemed to have been given
when (i) made by telex,  telecopy  or  facsimile  transmission;  or (ii) sent by
overnight  courier or mailed by United  States  registered  or  certified  mail,
return receipt requested,  postage prepaid to the parties at their addresses set
forth above,  or at such other  addresses as either may  designate in writing as
aforesaid from time to time.

     6.5 Assignment.  This Agreement is personal as to Employee and shall not be
assignable by Employee.  Employer may assign its rights under this  Agreement to
any  person,  firm,  corporation,  or other  entity  which  may  acquire  all or
substantially  all of the  business  which  is now  or  hereafter  conducted  by
Employer  or which may  require  substantially  all of the assets of Employer or
with or into which Employer may be  consolidated or merged,  provided,  that any
such assignment shall be subject to the express terms and conditions hereof.

     6.6 Governing Law. This Agreement shall in all respects be governed by, and
construed in accordance with, the laws of the Commonwealth of Massachusetts.

     6.7 Severability. Each section and subsection of this Agreement constitutes
a separate and distinct provision hereof. It is the intent of the parties hereto
that  the  provisions  of this  Agreement  be  enforced  to the  fullest  extent
permissible  under the laws and public policies  applicable in each jurisdiction
in which enforcement is sought.  Accordingly, if any provision of this Agreement
shall be adjudicated to be invalid, ineffective or unenforceable,  the remaining
provisions  shall  not  be  affected  thereby.   The  invalid,   ineffective  or
unenforceable  provisions  shall,  without  further  action by the  parties,  be
automatically  amended to affect the original purpose and intent of the invalid,
ineffective and unenforceable provision;  provided, however, that such amendment
shall  apply  only  with  respect  to the  operation  of such  provision  in the
particular jurisdiction with respect to which such adjudication is made.

     6.8. Waiver. The failure of Employer to insist upon strict adherence to any
term of this  Agreement on any occasion shall not be construed as a waiver of or
deprive Employer of the right thereafter to insist upon strict adherence to that
term or any other  term of this  Agreement.  Any waiver by  Employer  must be in
writing and signed by a duly  authorized  representative  of Employer other than
Employee.

                                 Page 53 of 88
<PAGE>
     6.9 Headings.  The headings of this Agreement are solely for convenience of
reference   and  shall  not  be  given  any  effect  in  the   construction   or
interpretation of this Agreement.

     6.10  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which shall be deemed to be an original, and all of which
together will constitute one and the same instrument.
     6.11 Third  Parties.  Nothing  expressed  or implied in this  Agreement  is
intended,  or shall be  construed,  to confer  upon or give any person or entity
other than Employer and Employee any rights or remedies  under, or by reason of,
this Agreement.

     6.12 Income Tax Reporting.  As a condition to Employee's entitlement to all
amounts to be paid hereunder,  Employee shall report the Base Salary, portion of
the allowances  attributable to personal use and any bonuses paid to Employee as
earned income for federal, state or local income tax purposes.

     6.13 Binding Effect.  This Agreement shall be binding upon and inure to the
benefit  of  the   respective   parties   hereto  and  their   heirs,   personal
representatives, successors and permitted assigns.

     IN WITNESS  WHEREOF,  NSC  Corporation has caused this Agreement to be duly
executed and  delivered by its duly  authorized  officer,  and Employee has duly
executed and delivered this Agreement,  as of the date first above written,  the
parties intending this document to take effect as a sealed instrument.
Employer:
NSC CORPORATION


By:       /S/ HERBERT A. GETZ
Name:     Herbert A. Getz
Title:    Chairman, Compensation Committee


Employee:

/s/  VICTOR J. BARNHART
Victor J. Barnhart


                                 Page 54 of 88

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