Exhibit 10.17
                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement") is made on the 30th day of
September,  2002, by and between  MORO/RADO  ACQUISITION  CORP.,  a Pennsylvania
corporation (the "Company"), and ANTONIO D. RADO, an individual ("Rado").

                                   Background
                                   ----------

     Rado is the President and sole  shareholder  of Rado  Enterprises,  Inc., a
Pennsylvania  corporation ("Seller"), a mechanical contracting company which was
engaged in various plumbing, heating,  ventilation and air conditioning projects
for commercial,  industrial and institutional  buildings located in northeastern
and central Pennsylvania. Pursuant to an Asset Purchase Agreement dated July 31,
2002,  by and  between  the  Company,  Seller,  and Rado  (the  "Asset  Purchase
Agreement"),  the Company acquired  substantially all of the operating assets of
Seller as of the date hereof (the  "Sale").  The Company and Rado have agreed to
execute and deliver this Agreement at the time of such Sale.

     Under the Asset  Purchase  Agreement,  the Company has agreed to assume any
and all  obligations  of Seller  under the Existing  Nonassignable  Construction
Contracts  and Existing  Contract  Bonds


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<PAGE>

(as such terms are defined in the Asset Purchase  Agreement).  Since Seller,  of
which Rado is the sole  shareholder,  remains obligated after the Sale under the
Existing Nonassignable Construction Contracts and the Existing Contract Bonds,
Rado has an interest in  controlling  the quality of the work  performed  by the
Company  under,  and in  the  Company  satisfactorily  completing  the  Existing
Nonassignable  Construction Contracts in order to discharge Seller's obligations
under  the  Existing  Nonassignable  Construction  Contracts  and  the  Existing
Contract Bonds.


     The  Company  may not be  able  to  satisfactorily  complete  the  Existing
Nonassignable  Construction Contracts unless the Company continues to operate as
an ongoing enterprise and only enters into new construction  contracts after the
date  hereof  ("New  Construction  Contracts")  under  which  it  satisfactorily
performs  and does not incur  significant  losses.  Therefore,  Rado also has an
interest in the Company's procurement  (including without limitation the bidding
on,  review  of  and  acceptance  of  such  New   Construction   Contracts)  and
satisfactory performance of such New Construction Contracts until, at least, all
of  Seller's   obligations  are  fulfilled  under  the  Existing   Nonassignable
Construction  Contracts.  It is  contemplated  that  the  majority  of  Seller's
obligations  under the Existing  Nonassignable

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<PAGE>



Construction Contracts will be fulfilled by the Final Date (hereinafter defined)
of the Employment Period (hereinafter  defined).  Accordingly,  Rado has a great
interest in  remaining  employed by the Company  (as  described  hereunder)  and
maintaining  a  significant  role in the  Company  during the entire  Employment
Period.

     The  Company  has an interest in  employing  Rado in the  significant  role
contemplated  hereunder during the entire  Employment Period in order to (i) aid
in the transition of the former  business of Seller to the Company,  (ii) assist
in the training of any replacement for Rado,  (iii) supervise and make decisions
concerning  the  bidding  on,  review  of and  acceptance  of  New  Construction
Contracts by the Company,  (iv) supervise performance of the work by the Company
on New Construction Contracts,  and (v) supervise the work by the Company on the
Existing  Nonassignable  Construction  Contracts and to ensure that the Existing
Nonassignable  Construction  Contracts are  satisfactorily  completed  since the
Company has certain indemnification  obligations to Seller and Rado with respect
to the  performance  and completion of the Existing  Nonassignable  Construction
Contracts.

     Therefore,  since  each  of  the  parties  have  a  great  interest  in the
employment of Rado by the Company for the entire

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<PAGE>

Employment  Period,  the parties  hereto have agreed to execute and deliver this
Agreement upon the terms and conditions  hereinafter  set forth,  which includes
the right of Rado and the  Company to  terminate  Rado's  employment  during the
Employment  Period  only  for  Good  Reason  (hereinafter   defined)  and  Cause
(hereinafter defined), respectively.

                                    Agreement
                                    ---------

     NOW,  THEREFORE,  in consideration of the mutual covenants contained herein
and in the Background to this  Agreement,  the parties  hereto,  intending to be
legally  bound  hereby,  agree as follows:

     1.  Employment.  The Company  hereby  employs Rado as  President  and Chief
Executive  Officer of the Company and Rado hereby accepts such  employment,  all
upon the terms and conditions hereinafter set forth.

     2. Office and Duties. During the Employment Period (as defined in Section 4
herein),  Rado shall devote his full business  time and best working  efforts to
being the  President  and Chief  Executive  Officer  of the  Company,  and shall
perform  such  business  related  duties  and  services  as shall be  reasonably
directed from time to time by the Board of Directors of the Company.

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<PAGE>

     Rado agrees that during the  Employment  Period he will not be employed by,
participate  or  engage  in,  or be a  part  of,  in  any  manner,  directly  or
indirectly,  the affairs of any other business  enterprise or occupation  (other
than in  connection  with his duties as an employee of the Company)  without the
Company's express prior written consent;  provided,  however, that the foregoing
shall not be intended to preclude Rado from (i)  participating in the winding up
or dissolution of Seller;  or (ii)  participating in the completion by Seller of
the Existing Nonassignable  Construction  Contracts; or (iii) the mere ownership
by Rado,  Seller or an entity affiliated with Seller or Rado, of less than 5% of
the issued and  outstanding  securities  of any  entity if such  securities  are
included in the National Market  Securities list of the National  Association of
Securities  Dealers,  Inc. Automated  Quotation System or listed on any national
Securities exchange;  or (iv) being an investor in connection with the ownership
by Rado,  Seller,  or any entity affiliated with Seller or Rado, in real estate.

     3. Compensation.  For the services as described  hereunder rendered by Rado
to the Company, and in addition to the compensation and/or payments provided for
in Sections 6 and 7, Rado shall  receive the following  compensation  during the
Employment  Period (as defined below):

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<PAGE>

              An  annual  base  salary  at the  rate of One  Hundred  and  Fifty
Thousand Dollars ($150,000),  payable at such time as the Company pays its other
employees, but in no event less frequently than bi-weekly.

              The Company  will  provide to Rado  medical  and health  insurance
coverage which shall be  substantially  equal to that furnished to him by Seller
prior to the date hereof ("Health Insurance").

              Rado will participate in the Company's  defined  contribution plan
which shall be  substantially  equal to the Seller's defined  contribution  plan
existing prior to the date hereof.  Rado shall also participate in the Company's
profit sharing plan (which shall be  substantially  equal to the Seller's profit
sharing plan existing  prior to the date hereof)  during the calendar years 2002
and 2003,  and during the four (4) month period  ended April 30,  2004,  and the
Company's contribution  thereunder shall be based upon Rado's base salary at the
annualized rate of $150,000.

              Rado shall be entitled to twenty (20) days of paid  vacation  time
during each twelve (12) month period of the Employment Period.

              e. Rado shall be entitled to be  reimbursed by the Company for all
reasonable  expenses  reasonably  incurred  by Rado in  connection  with  Rado's
employment  responsibilities  and duties,  including but not limited to business
related travel expenses and mileage. Rado shall reasonably document all requests
for expense reimbursements.

                                       6
<PAGE>


     4. Term of  Employment.  Subject  to  Section 5 hereof,  the term of Rado's
employment under this Agreement shall be for a period (the "Employment  Period")
of two (2) years  commencing on September 30, 2002, and terminating on September
30, 2004 (the "Final Date").  Upon the expiration or earlier  termination of the
Employment Period (as provided  herein),  Rado shall no longer be an employee of
the  Company;  provided,  that the  provisions  of Sections 6 and 7 hereof shall
continue in full force and effect.

     5. Termination of Employment.  Notwithstanding  the provisions of Section 4
hereof,  Rado's  employment  with  the  Company  shall  be  terminated,  and the
Employment  Period  shall  be  terminated,  upon  the  occurrence  of any of the
following events:

     Rado may terminate Rado's  employment during the Employment Period only for
Good Reason (as defined  below) upon sixty (60) days prior written notice to the
Company. If any such notice is given, then the Employment Period shall terminate
as of the end of the sixty day period, and thereafter Rado shall no longer be an
employee of the Company;  provided  that: (i) the provisions of Sections 6 and 7
hereof shall continue in full force and effect;  (ii) Rado shall receive any and
all  compensation,  unreimbursed  expenses  and any and  all  employee  benefits
provided  hereunder  accrued  through  the date of  termination;  and  (iii) the
Company shall provide to Rado an amount equal to Rado's  salary  hereunder  from
the date of  termination  through the Final  Date,  which shall be payable on or
before the date of  termination;  and (iv) the Company shall continue to pay for
and provide Health Insurance for Rado through the Final Date.

                                       7
<PAGE>

     For purposes of this  Agreement,  "Good Reason" shall mean,  without Rado's
express written consent,  the occurrence of any of the following  circumstances:
(A) a Company  Change in  Control  pursuant  to which the buyer  does not either
assume  this  Agreement  or  otherwise  agree to  employ  Rado at or  after  the
acquisition  date on terms  substantially  comparable  in the  aggregate to this
Agreement,  or (B) unless such  circumstances are fully corrected within 60 days
after  written  notice  thereof (1) a permanent  material  diminution  in Rado's
position,  duties,  responsibilities  (including reporting  responsibilities) or
authority  (except  during  periods  when  Rado  is  unable  to  perform  all or
substantially all of Rado's duties and/or  responsibilities on account of Rado's
illness (either  physical or mental) or other  incapacity),  or (2) a failure by
the  Company to pay Rado's  salary or any other  amounts or benefits as provided
herein. For purposes of this Agreement, a "Company Change in Control" shall mean
a sale for cash or  noncash  consideration  of all or  substantially  all of the
stock of the Company,  or all or substantially all of the assets of the Company,
to the extent such sale occurs after the date of this Agreement.

              The Company may terminate Rado's  employment during the Employment

                                       8
<PAGE>

Period only  for Cause, upon written notice to Rado. The term "Cause" shall mean
any of the  following:  (i) the  commitment of any criminal or fraudulent act by
Rado against the Company or in connection  with its  business;  (ii) the willful
and continued (after notice and reasonable  opportunity to cure) failure of Rado
to perform  his duties  and  responsibilities  as an  employee  of the  Company,
including  but not  limited  to,  his  insubordination  or failure to follow the
instructions  of the Board of  Directors  of the Company  which  materially  and
adversely  affects the  Company;  (iii) Rado engages in conduct  which  involves
dishonesty or moral turpitude and which is materially  injurious to the Company;
or (iv) the material  breach by Rado of any term or condition  hereof,  provided
that the Company  provide to Rado notice of such breach and the  opportunity  to
cure  such  breach  within  30 days of such  notice.  In such  event,  upon such
termination   of   employment,   other  than  in  connection   with  any  unpaid
compensation,  any unreimbursed expenses and any and all other employee benefits
provided  hereunder  accrued through the date of such  termination,  the Company
shall have no further  obligations  hereunder;  provided that the  provisions of
Sections 6 and 7 hereof shall continue in full force and effect.

              The death or disability of Rado. The term "disability"  shall mean
the reasonable  determination by the Company,  as provided herein,  that Rado is
incapacitated  by a medical  cause so as to render him  mentally  or  physically
incapable  of  performing  all of his  employment  duties with the Company for a
period of one hundred  and eighty  (180)  consecutive  days,  provided  that the
Company notifies Rado of its  determination  of his disability  within (10) days
after such one  hundred and eighty  (180) day  consecutive  period.  The Company
shall be  entitled  to rely upon the advice and  opinion  of any  qualified  and
licensed  physician of its choosing in making any determination  with respect to
disability under this Agreement. Upon such death or disability, other than in

                                       9
<PAGE>


connection with any unpaid compensation,  any unreimbursed  expenses and any and
all other employee  benefits  provided  hereunder which have accrued through the
date of such death or disability,  the Company shall have no further obligations
hereunder;  provided  that the  provisions  of  Sections  6 and 7  hereof  shall
continue in full force and effect.

              Upon the  expiration  or  earlier  termination  of the  Employment
Period,  or upon the request of the Company at any time, Rado shall  immediately
deliver to the Company any and all materials,  equipment,  products,  documents,
software,  computer discs, manuals, records,  drawings, or other items in Rado's
possession or control, which concern or refer to the business or policies of the
Company,  and,  except for such items which relate,  in any way, to the Existing
Nonassignable Construction Contracts, Rado shall not retain or use any copies or
summaries thereof.

         e. The Company and the  shareholder of the Company,  Moro  Corporation,
each  covenant  and agree that they each will not effect any  Company  Change in
Control (as defined above) prior to the expiration or earlier termination of the
Employment Period without the prior written consent of Rado.

         f. The  payment by the  Company to Rado of any and all  amounts  due to
Rado hereunder  (including without limitation any such amounts under Sections 5,
6, and 7 hereof)  have  been  guaranteed  by Moro  Corporation  pursuant  to the
Guaranty Agreement entered into as of even date herewith.

   6. Bonus Payments to Rado.


                                       10
<PAGE>

     A. In  addition  to the  compensation  payable  to Rado by the  Company  in
Sections  3, 6.B,  and 7, the Company  shall pay to Rado a signing  bonus in the
amount of Three Hundred  Thousand  Dollars  ($300,000) to be paid in three equal
installments of $100,000 on the following dates:  September 30, 2003;  September
30, 2004; and September 30, 2005.  These three payments shall be made to Rado by
the Company  whether or not the  Employment  Period or this  Agreement  has been
terminated  and  whether or not Rado is then an  employee  of the  Company,  and
subject to Section 6.C., the three payments shall be absolute and  unconditional
obligations of the Company. The payment due by the Company on September 30, 2005
has been  guaranteed by David W. Menard and  Jacqueline  J. Menard,  jointly and
severally,  pursuant to the Limited  Guaranty dated of even date herewith.  This
Section  6.A shall  survive  any  termination  of this  Agreement,  the death or
disability of Rado, or the employment of Rado hereunder.





     B. In  addition  to the  compensation  payable  to Rado by the  Company  in
Sections 3, 6.A,  and 7, the  Company  shall pay to Rado an  additional  signing
bonus in the amount of Three Hundred Thousand Dollars ($300,000). The additional
signing  bonus shall be paid by the Company to Rado in three equal  installments
of $100,000 on the following dates:  Septemebr 30, 2006; September 30, 2007; and
September 30, 2008, and shall be evidenced by a non-interest bearing promissory


                                       11
<PAGE>


note of the  Company in the form  attached  hereto as Exhibit  "A".  These three
payments  shall be made to Rado by the  Company  whether  or not the  Employment
Period or this Agreement has been  terminated and whether or not Rado is then an
employee of the Company,  and subject to Section 6.C.,  the three payments shall
be absolute and unconditional obligations of the Company. The additional signing
bonus payments and the promissory  note have been  guaranteed by David W. Menard
and  Jacqueline  J.  Menard,  jointly  and  severally,  pursuant  to the Limited
Guaranty  dated of even  date  herewith.  This  Section  6.B shall  survive  any
termination  of  this  Agreement,  the  death  or  disability  of  Rado,  or the
employment of Rado hereunder.

     C.  Notwithstanding  Section  6.A or 6.B,  if on the due date of any  bonus
payment under subsection A. or B., any indemnification  claims against Seller or
Antonio D. Rado under Section XIX.A. of the Asset Purchase  Agreement which have
been  finally  judicially  determined  or settled and agreed upon by the parties
thereto, or have been determined by the Independent  Accounting Firm (as defined
in the Asset Purchase  Agreement) pursuant to Section VI.B of the Asset Purchase
Agreement  ("Company  Finally  Determined  Claims"),  then the Company shall (x)
retain a portion of such bonus payment equal to the judicially determined,

                                       12
<PAGE>
Independent  Accounting  Firm  determined,  or  agreed  or  settled  amount,  as
applicable, of any such Company Finally Determined Claims until such time as the
Company  Finally  Determined  Claims are paid,  and (y) pay the remainder of the
bonus  payment,  if any,  to  Rado.  Reference  is made  to the  Asset  Purchase
Agreement for all of the terms, conditions, and covenants contained therein.

     D. The bonus  payments  to be made to Rado by the  Company  referred  to in
Section  6.A or 6.B shall be reduced by and  subject to  applicable  payroll tax
withholding,  and in  addition,  shall be  further  reduced in the amount of the
employer's portion of any payroll taxes required to paid by the Company.

   7.Profit Participation Payments.

     A. In  addition  to the  compensation  payable  to Rado by the  Company  in
Sections  3 and 6, on or  before  90 days  following  the end of each of the two
twelve month periods  immediately  following the date hereof,  the Company shall
deliver to Rado a profit participation payment ("Profit Participation  Payment")
equal to the sum of the  following:  (i) fifty percent  (50%) of the amount,  if
any,  by which the net pre-tax  earnings of the Company  during each such twelve
month  period  equals  or  exceeds  $725,000  and is less than  $1,000,000;  and
(ii)fifty-five percent (55%) of the amount, if any, by which the net pre-tax


                                       13
<PAGE>

earnings of the Company  during each such twelve month period  equals or exceeds
$1,000,000  and is less than  $1,250,000;  and (iii) sixty  percent (60%) of the
amount,  if any,  by which the net pre-tax  earnings of the Company  during each
such twelve month period equals or exceeds $1,250,000. Any such payment shall be
paid in cash.  The Profit  Participation  Payments  shall be made to Rado by the
Company  whether  or not the  Employment  Period  or  this  Agreement  has  been
terminated  and  whether or not Rado is then an  employee  of the  Company,  and
subject to  Section  7.F,  the  payments  shall be  absolute  and  unconditional
obligations of the Company.  Each Profit Participation  Payment shall be reduced
by and subject to any applicable payroll tax withholding and in addition,  shall
be further reduced in the amount of the employer's  portion of any payroll taxes
required to paid by the Company. This Section 7 shall survive any termination of
this  Agreement,  the death or  disability  of Rado,  or the  employment of Rado
hereunder.

     B. As used in this  Section  7, the  term the  Company  shall  include  the
Company (and its  successors  and assigns) as well as any business or businesses
conducted by the Company, or by any subsidiary or affiliated corporations of the
Company,  which represent a succession to, a continuation of, or an expansion of
the business conducted by Seller.

                                       14
<PAGE>

     C. As used in this  Section 7, the term "net pre-tax  earnings"  shall mean
the net  earnings,  before all income  taxes,  of the  Company  computed  on the
accrual basis of accounting in accordance  with  generally  accepted  accounting
principles  consistently  applied and consistent  with the accounting  practices
applied by Seller prior to the date hereof, except that the following provisions
shall  govern the  computation  of the net  pre-tax  earnings of the Company for
purposes of this Section 7:

          1. Any extraordinary and nonrecurring  items of income,  gain, loss or
expense shall be excluded from such computation.

          2. Any loss,  charge or expense not related to the  ordinary  business
operations of the Company,  or paid,  incurred or charged in connection with the
expansion  of the  business  operations  of the Company (as  conducted by Seller
prior to the Sale) as a result of the making of  acquisitions or the opening and
staffing of new offices,  or any income or revenues directly derived  therefrom,
shall be excluded  from such  computation.  During the two twelve month  periods
covered by this Section 7, neither the Company nor any of its affiliates shall


                                       15
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take any  expansion  action  that  effectively  competes  against  or could take
business away from the  Company's  business (as conducted by Seller prior to the
Sale) without Rado's prior written consent.

          3. Any payments,  charges or expenses for the allocation of executive,
general and  administrative  expenses or other payments,  charges or expenses of
the Company's sole shareholder,  Moro Corporation, or David W. Menard, or his or
its affiliates, shall be excluded from such computation; provided, however, that
there shall be included for  purposes of such  computation  (i.e.,  a deductible
expense)  an annual  charge  for  management  fees paid by the  Company  to Moro
Corporation,  David W. Menard or any affiliate(s) of the foregoing, in an amount
not greater than $100,000.

          4. Any  interest  expenses  or  charges  shall be  excluded  from such
computation.

          5. Any  amortization of any and all capitalized  acquisition  expenses
associated  with  the  transactions  contemplated  by this  Agreement  shall  be
excluded from such computation.

          6. The six payments of $100,000 to be made to Rado under  Sections 6.A
and 6.B hereof shall be excluded from such  computation  and the fifteen percent
(15%)

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<PAGE>

portion of the Additional  Cumberland  Project Excess Profits (as defined in the
Asset  Purchase  Agreement)  retained  by the  Company  and not  paid to  Seller
pursuant to Section VI.E. of the Asset Purchase Agreement shall be excluded from
such computation.

          7. Any and all Profit Participation Payments incurred or paid shall be
excluded from such computation.

          8. All cash out of pocket expenses  reasonably incurred by the Company
for  consulting  fees  and  new  management  costs  shall  be  included  in  the
calculation and be taken by the Company as a deductible expense,  subject to the
approval of Rado which approval shall not be unreasonably withheld or delayed.

          9. Any  depreciation  expenses for the fixed assets of Seller acquired
by the Company shall be based upon the book value assigned  thereto  pursuant to
the Asset  Purchase  Agreement,  which fixed  assets shall be  depreciated  over
periods and by methods consistent with generally accepted accounting  principles
and the practice of the Seller prior to the date hereof.

          10.  Except  as  otherwise   expressly  provided  above,  all  amounts
determined  in  accordance  with  subparagraphs  1 through 9 of this Section 7.C
shall be determined in accordance with generally accepted accounting  principles
consistently applied.

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<PAGE>


     D. Rado shall have reasonable  access to the financial books and records of
the Company in order to determine the amount of any Profit Participation Payment
owed to him.  Until  all  Profit  Participation  Payments  have been made by the
Company  to  Rado,  the  Company  shall  deliver  to Rado the  annual  financial
statements of the Company  within  90-days  following the close of each calendar
year.

     E. As soon as may be  practicable  after  each  such  twelve  month  period
covered by this  Section 7, but not later than 90 days  thereafter,  the Company
shall  deliver  to Rado a  statement  setting  forth in  reasonable  detail  its
calculation of the net pre-tax  earnings of the Company during such twelve month
period  and the amount of any  Profit  Participation  Payment to be paid to Rado
pursuant to this Section 7, which  statement  shall be accompanied by payment to
Rado of the amount shown thereon (a "Profit Participation Statement"). If within
30 days after delivery of the Profit Participation Statement, Rado has not given
written  notice  to  the  Company  (a  "Profit  Participation  Dispute  Notice")
disputing such Profit Participation Statement (a "Profit Participation Dispute")
and indicating the basis of such Profit Participation  Dispute and the amount of
the Profit Participation Payment claimed to be due by the Company to Rado, the

                                       18
<PAGE>

Company shall thereafter have no liability to Rado under this Section 7 for such
twelve month period  except for the amount of the Profit  Participation  Payment
listed in the Profit Participation Statement.

   In the event that Rado delivers to the Company a Profit Participation Dispute
Notice  within such  30-day  period,  Rado and the Company  shall use their best
efforts  to settle  the Profit  Participation  Dispute  within 30 days after the
giving of such Profit  Participation  Notice. Any Profit  Participation  Dispute
unresolved  after such 30-day period may be submitted by the Company and Rado to
an   independent   accounting   firm   acceptable  to  the  parties  (a  "Profit
Participation  Independent  Accounting Firm"),  which firm shall use the methods
and criteria and such procedures as it may deem necessary in its sole discretion
to  decide  the  Profit  Participation  Dispute,  and the  Profit  Participation
Independent Accounting Firm shall choose either the Profit Participation Payment
set forth in the Profit  Participation  Statement  or the  Profit  Participation
Payment set forth in the Profit  Participation  Dispute Notice.  The decision of
the Profit Participation  Independent Accounting Firm shall be final, conclusive
and  binding  upon the  parties  and not  subject  to any  appeal.  The fees and
expenses of the Profit Participation Independent Accounting Firm shall be paid

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<PAGE>

by the non-prevailing party, not the prevailing party.

   If upon the determination of the Profit Participation  Dispute, any amount is
due to Rado,  the amount  shall be paid to Rado by the Company  within five days
thereafter.  Any such amount due to Rado shall bear  interest from and after the
date of the Profit  Participation  Dispute  Notice until paid at the rate of six
percent (6%) per annum and shall be paid in immediately available funds.

     F. If on the date of delivery of any Profit  Participation  Statement,  any
indemnification  claims against Seller or Rado under Section XIX.A. of the Asset
Purchase Agreement which have been finally judicially  determined or settled and
agreed upon by the parties  thereto,  or have been determined by the Independent
Accounting Firm (as defined in the Asset Purchase Agreement) pursuant to Section
VI.B of the Asset Purchase Agreement ("Company Finally Determined Claims"), then
the  Company  shall (x) retain a portion of such  Profit  Participation  Payment
equal to the equal to the judicially  determined,  Independent  Accounting  Firm
determined,  or agreed or settled  amount,  as  applicable,  of any such Company
Finally  Determined  Claims  until such time as the Company  Finally  Determined
Claims are paid, and (y) pay the remainder of the


                                       20
<PAGE>

Profit  Participation  Payment, if any, to Rado.  Reference is made to the Asset
Purchase  Agreement for all of the terms,  conditions,  and covenants  contained
therein.

   8. Termination of Employment Period. The Company and Rado have entered into a
Non-Competition   Agreement  dated  of  even  date  herewith   ("Non-Competition
Agreement").  The  expiration or  termination  for any reason  whatsoever of the
Employment  Period or this Agreement,  or termination of Rado's  employment with
the Company for any reason whatsoever,  shall not affect,  modify, limit or vary
in any manner  whatsoever any of the terms or conditions of the  Non-Competition
Agreement,  and the Non-Competition  Agreement shall nevertheless remain in full
force and effect in accordance with its terms.

   9. Notices.  All notices required or permitted  hereunder shall be in writing
and shall be sent by personal delivery,  recognized  overnight delivery service,
or certified or registered mail, return receipt requested,  postage prepaid,  as
follows:

                If to Rado:

                           Mr. Antonio D. Rado
                           3707 State Route 487
                           Stillwater,  PA 17878

                With copy to:

                           George J. Hartnett,  Esquire
                           White and Williams LLP


                                       21
<PAGE>

                           1800 One Liberty
                           Place Philadelphia, PA 19103

                  If to the Company:
                           Moro/Rado Acquisition Corp.
                           111 Presidential Boulevard
                           Suite 240
                           Bala Cynwyd, Pennsylvania 19004
                           Attn: David W. Menard, Chairman

                  With copy to:
                           Douglas M. Lurio, Esquire
                           Lurio & Associates, P.C.
                           2005 Market Street; Suite 2340
                           Philadelphia, PA  19103


or to such other address as such parties may designate in a written notice
served upon the other parties in the manner provided herein. All notices
required or permitted hereunder shall be deemed duly given and received when
delivered by personal delivery, on the next business day when sent by recognized
overnight delivery service, and on the second day next succeeding the date of
mailing when sent by certified or registered mail, return receipt requested.

   10. Successors and Assigns.  This Agreement shall inure to the benefit of and
be binding  upon the  parties  hereto and their  respective  permitted  personal
representatives, heirs, successors, and assigns. This Agreement may not be

                                       22
<PAGE>


assigned,  in whole or in part, by Rado or the Company without the prior written
consent of the other party.

   11.  Background;   Entire  Agreement.  The  parties  hereto  agree  that  the
Background to this Agreement is incorporated  herein by reference and is part of
this Agreement.  This Agreement embodies the entire  understanding and agreement
of the parties  hereto  relating to the subject  matter  hereof,  supersedes all
prior and contemporaneous agreements,  understandings and negotiations,  whether
oral or written of the parties,  and no promise,  condition,  representation  or
warranty,  expressed or implied, not herein set forth, shall bind any party with
respect to the subject matter hereof.

   12.  Choice of Law.  This  Agreement  has been  executed and delivered in the
Commonwealth  of  Pennsylvania  and shall be  construed in  accordance  with and
governed by the laws of the  Commonwealth of Pennsylvania  without regard to its
conflicts of laws rules.

   13.  Jurisdiction.  Except as provided otherwise herein, the Company and Rado
irrevocably  consent and agree that any legal  action or  proceeding  whatsoever
arising out of or in any way connected with this  Agreement or the  transactions
contemplated hereby shall be solely and exclusively commenced, filed, instituted
or brought in the state or federal courts of the Commonwealth of Pennsylvania,

                                       23
<PAGE>

and each irrevocably submits and accepts with regard to any such legal action or
proceeding  to the  jurisdiction  of such courts.  Except as otherwise  provided
herein,  the Company and Rado  irrevocably  consent to service of process out of
any of the aforementioned courts in any such action or proceeding by the mailing
of copies  thereof by  registered or certified  mail,  postage  prepaid,  to the
Company and Rado,  such  service to become  effective  upon  mailing.  Except as
otherwise provided herein, the Company and Rado hereby irrevocably waive, to the
fullest extent  permitted by law, any objection  which either of them may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
arising  out of or  relating  to this  Agreement  brought  in such  Pennsylvania
courts,  and hereby  further  irrevocably  waive any claim,  that any such suit,
action or proceeding brought in such courts, has been brought in an inconvenient
forum.

   14. Waivers, Modifications, etc. Any party to this Agreement may waive any of
the  terms  or  conditions  of  this  Agreement  or  agree  to an  amendment  or
modification  to this Agreement by an agreement in writing  executed in the same
manner as this  Agreement.  No amendment or modification of this Agreement shall
be binding unless executed in writing by all of the parties hereto. No waivers


                                       24
<PAGE>

shall be binding  unless in writing  executed by the party  waiving such term or
condition of this Agreement.

   15.  Invalid  Provision.  If any term or provision  of this  Agreement or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
invalid or unenforceable,  the remainder of this Agreement or the application of
any such term or  provision to persons or  circumstances  other than those as to
which it is held invalid or unenforceable,  shall not be affected  thereby,  and
each term and provision of this Agreement  shall be valid and enforceable to the
fullest  extent  permitted  by law. If any of the  provisions  contained in this
Agreement  shall for any reason be held to be excessively  broad as to duration,
scope,  activity or subject,  it shall be construed by limiting and reducing it,
so as to be valid and  enforceable to the extent  compatible with the applicable
law.

   16.  Understanding of Agreement.  Rado hereby represents and warrants each of
the following: (i) he has carefully read all of the terms and conditions of this
Agreement;  and  (ii) he  fully  understands  the  meaning  and  effect  of this
Agreement;  and (iii) the entry into and  execution of this  Agreement by him is
his own free and  voluntary  act and deed;  and (iv) he has received (or had the
opportunity to receive) the advice of his own attorney, accountant, or other

                                       25
<PAGE>

advisors,  concerning  this Agreement and its meaning and legal effect,  and has
(or has had the  opportunity  to) fully and  completely  discuss  and review the
Agreement and its meaning and legal effect, with his own attorney, accountant or
other advisors.

                                       26
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year first above written.

                                             MORO/RADO ACQUISITION CORP.


Attest:_____________________        By:     /S/ David W. Menard
                                            -------------------
                                            David W. Menard, Chairman

Witness:____________________                /S/ Antonio D. Rado
                                            -------------------
                                            ANTONIO D. RADO, Individually

                       LIMITED JOINDER OF MORO CORPORATION
                       -----------------------------------

     The undersigned,  Moro  Corporation,  hereby joins in this Agreement solely
for the purpose of agreeing to the terms and conditions of Section 5.e hereof.

                                            MORO CORPORATION

Witness:                            By:     /S/ David W. Menard
        ---------------------               -------------------
                                            David W. Menard, President



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