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                                  EXHIBIT 10.32
          EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND DANIEL C. PRYOR

  THIS EMPLOYMENT AGREEMENT ("Agreement"), is made as of April 24, 2004 by and

BETWEEN   Wilshire Enterprises, Inc., a Delaware corporation with an office
          located at 921 Bergen Avenue, Jersey City, New Jersey (the "Company"),

AND  Daniel C. Pryor, residing in Mercer County, New Jersey ("Employee"),

                        W I T N E S S E T H    T H A T:

     WHEREAS, the Company is engaged in the business of conducting real estate
investment operations; and

     WHEREAS, it is a condition of Employee's employment hereunder that Employee
agree to be bound by the noncompetition, nonsolicitation and confidentiality
provisions hereof; and

     WHEREAS, it is a condition of Employee's acceptance of employment hereunder
that Employer agree to be bound by the terms hereof, including those relating to
indemnification and severance payment upon certain terminations of employment;

     WHEREAS, the Company desires to employ Employee, and Employee desires to be
employed by the Company, on the terms and conditions set forth in this
Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties agree as follows:

     1. EMPLOYMENT. The Company hereby employs Employee, and Employee accepts
employment by the Company, on the terms and conditions herein set forth.

     2. TERM AND TERMINATION.

        2.1 TERM AND VESTING.

                        (a) The term of Employee's employment under this
Agreement shall be for a period commencing on the date hereof and ending on June
30, 2006 (the "Expiration Date"), subject to earlier termination as provided
herein and subject to extension for one additional year as provided herein. In
the event that neither party notifies the other party on or before June 30, 2005
that such party does not intend to extend the term of this Agreement beyond June
30, 2006, then the term of this Agreement shall be extended to June 30, 2007
and, in that event, the phrase "Expiration Date" shall mean June 30, 2007. The
period from the date hereof until the Expiration Date is referred to herein as
the "Term".

                       (b) In the event that the Company elects not to extend or
renew this Agreement beyond the Expiration Date, then all of Employee's Options
that have not yet vested shall fully vest as of the Expiration Date. For
purposes of this Agreement, the term "Options" shall mean any stock options
granted to the Employee pursuant to any benefit plan adopted by the Company, and
any stock options otherwise granted to the Employee by the Company.
Additionally, "Options" shall also include any other equity based compensation
granted to the Employee by the Company including, but not limited to, stock
appreciation rights and restricted stock awards.


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          2.2 TERMINATION FOR CAUSE. The Company may terminate Employee's
employment prior to the Expiration Date for Cause (as defined below), with such
notice as is specified below. For this purpose, "Cause" means (i) the commission
by Employee of any material act of dishonesty with respect to the Company, or
the commission by Employee of any act of moral turpitude, in either case which
could, in the judgment of the Board of Directors of the Company, adversely and
materially affect the Company, or its businesses or assets (ii) the conviction
of any crime of theft or dishonesty, or any felony, (iii) a determination by a
court that the Employee has willfully violated any law in the course of
performing his duties hereunder (excluding misdemeanors), the effect of which
could, in the judgment of the Board of Directors, adversely and materially
affect the Company or its businesses or assets, (iv) a determination by a
regulatory body with oversight over the Company that the Employee willfully
violated a material regulatory obligation of the Company, the effect of which
could, in the judgment of the Board of Directors of the Company, adversely and
materially affect the Company or its businesses or assets, and which violation
was within the reasonable control of the Employee, (v) a material breach of any
of the provisions of Sections 6 (confidentiality), 7 (noncompetition), 8
(nonsolicitation) and 9 (records and other material), or (vi) Employee's
habitual gross negligence or willful misconduct in the performance of his duties
or Employee's failure to perform in any material respect any material policy of
the Company (provided, however, that with respect to items v and vi above,
Employee is given written notice of such breach, failure or violation and fails
to cure such breach, failure or violation within thirty (30) calendar days after
his receipt of such notice, and provided further, that if Employee is diligently
pursuing a cure at the expiration of such 30-day period, then he shall have an
additional ten (10) days in which to effect the cure).

          2.3 TERMINATION UPON DEATH OR DISABILITY. Employee's employment
pursuant to this Agreement shall automatically terminate in the event of, and on
the date of, Employee's death. In the event that Employee is unable to perform
his duties under this Agreement due to illness, physical or mental incapacity or
disability and fails to perform such duties for periods aggregating ninety (90)
days, whether or not continuous, in any continuous period of three hundred sixty
(360) days ("Disability"), the Company has the right, subject to applicable law,
to terminate Employee's employment upon at least thirty (30) days prior written
notice.

          2.4 VOLUNTARY TERMINATION. The Employee may terminate this Agreement
without Good Reason (as defined herein), provided that the Employee provides the
Company with not less than sixty (60) days prior written notice of such
termination.

          2.5 TERMINATION WITHOUT CAUSE. The Company may terminate Employee's
employment prior to the Expiration Date without Cause at and for the Company's
sole convenience and in its sole discretion upon not less than 30 days' prior
written notice; provided, however, that in the event that Employee notifies the
Company prior to the end of such 30 day period that he has elected to exercise
his right to terminate this Agreement pursuant to Section 2.7 (assuming such
right then exists), then the provisions of this Section 2.5 shall be
inapplicable and the provisions of Section 2.7 shall govern such termination. In
the event of a termination pursuant to this Section 2.5, the Company shall pay
Employee his salary in accordance with the terms of this Agreement from the date
of such termination until the Expiration Date. The Company also shall waive the
premium cost of COBRA coverage until the Expiration Date should Employee elect
rider coverage, provided, however, that in no event shall the COBRA coverage
period exceed eighteen (18) months. All of Employee's Options that have not yet
vested shall fully vest as of the date of such termination. As a condition to
the continuation of payments and benefits hereunder and acceleration of vesting
of Employee's Options, Employee shall execute and deliver (a) an effective
general release and agreement not to sue in a form reasonably acceptable to the
Company pursuant to which Employee agrees, among other things, (i) to release
all claims against the Company and certain related parties (excluding claims for
any severance benefits payable hereunder), (ii) not to maintain any action,
suit, claim or proceeding against the Company and certain related parties and
(iii) to be bound by certain confidentiality and non-disparagement covenants
specified therein, and (b) Employee's resignation from all positions which
Employee then holds with the Company.


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          2.6 TERMINATION WITH GOOD REASON. The Employee may terminate his
employment prior to the Expiration Date for Good Reason (as hereinafter defined)
upon not less than 30 days' prior written notice advising the Company that the
Employee is effecting a termination pursuant to this Section 2.6. In such event,
the Company shall pay Employee his salary in accordance with the terms of this
Agreement from the date of such termination until the Expiration Date. The
Company also shall waive the premium cost of COBRA coverage until the Expiration
Date should Employee elect rider coverage, provided, however, that in no event
shall the COBRA coverage period exceed eighteen (18) months. All of Employee's
Options that have not yet vested shall fully vest as of the date of such
termination. As a condition to the continuation of payments and benefits
hereunder and acceleration of vesting of Employee's Options, Employee shall
execute and deliver (a) an effective general release and agreement not to sue in
a form reasonably acceptable to the Company pursuant to which Employee agrees,
among other things, (i) to release all claims against the Company and certain
related parties (excluding claims for any severance benefits payable hereunder),
(ii) not to maintain any action, suit, claim or proceeding against the Company
and certain related parties and (iii) to be bound by certain confidentiality and
non-disparagement covenants specified therein, and (b) Employee's resignation
from all positions which Employee then holds with the Company. For purposes of
this Agreement, the term "Good Reason" shall mean (x) a determination by the
Company to move its corporate headquarters to a location that is outside of New
Jersey and outside of the New York City metropolitan area or (y) a material
breach by the Company of any of its agreements hereunder (provided, however,
that with respect to item (y) above, the Company is given written notice of such
breach and fails to cure such breach within thirty (30) calendar days after its
receipt of such notice, and provided further, that if the Company is diligently
pursuing a cure at the expiration of such 30-day period, then it shall have an
additional ten (10) days in which to effect the cure). The Company shall not be
deemed to have breached this Agreement in the event that the Company requires
the Employee to perform responsibilities other than the responsibilities
described herein, provided that such responsibilities are consistent with
Employee's role as an executive officer of the Company.

           2.7 TERMINATION UPON A CHANGE IN CONTROL. The Employee may terminate
his employment if, prior to the Expiration Date, a Change in Control (as
hereinafter defined) is consummated, provided that the Employees notifies the
Company within 60 days after the consummation of such Change in Control that he
intends to terminate this Agreement pursuant to this Section 2.7, such
termination to take effect 15 days after such notice is delivered. In such
event, the Company shall pay Employee, simultaneously with such termination and
in lieu of any other payment hereunder (with respect to the period subsequent to
the date of termination), a lump sum equal to the lesser of (x) 200% of the
Employee's then current annual salary and (y) the maximum amount which the
Company is entitled to pay to the Employee without there being an "excess
parachute payment" to the Employee within the meaning of Section 280G(b)(1) of
the Internal Revenue Code, as amended. All of Employee's Options that have not
yet vested shall fully vest as of the date of such termination. For purposes of
this Agreement, a "Change in Control" shall mean the occurrence of any of the
following events with respect to the Company:

                        (a) the acquisition of the beneficial ownership, as
defined under the Securities Exchange Act of 1934, of 50% or more of the
Company's voting securities or all or substantially all of the assets of the
Company by a single person or entity or group of affiliate persons or entities
(other than an employee benefit plan or trust maintained for the benefit of the
Company's employees);

                        (b) the merger, consolidation or combination of the
Company with an unaffiliated corporation unless, immediately after such
transaction, the stockholders of the Company immediately prior to such
transaction continue to own more than 50% of the outstanding voting securities
of the Company or any entity that controls the Company; or


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                       (c) during any period of two consecutive calendar years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company ("Beginning Directors") cease for any reason to
constitute at least two-thirds thereof, unless the election or nomination for
the election by the Company's stockholders of each new director was approved by
a vote of at least two-thirds of the Beginning Directors who remain in office at
the time such new director is so elected (any such director who is elected by
such vote being thereafter included within the definition of the term "Beginning
Director"); or

                       (d) the transfer of all or substantially all of the
Company's real estate assets.

            2.8 PAYMENTS UPON TERMINATION. Upon termination of the employment of
Employee with the Company for any reason or no reason (including non-renewal at
the end of the term), the Company shall pay to Employee Employee's unpaid salary
up to and including the date of termination and any unpaid reimbursement of
expenses outstanding as of the date of termination. Except as otherwise provided
in Sections 2.5, 2.6 and 2.7, to the extent applicable, any benefits to which
Employee or his beneficiaries may be entitled under the benefit plans and
programs provided pursuant to Section 4.5 as of the date of termination will be
determined in accordance with the terms of such plans and programs, and in
accordance with federal and applicable state laws. Except as provided in this
Section 2.8, and to the extent applicable, Sections 2.5, 2.6 and 2.7, the
Company shall have no further liability to Employee or Employee's heirs,
beneficiaries or estate for compensation, benefits, severance or similar
obligations arising out of the employment relationship.

     3. POSITION AND DUTIES. Employee shall serve full-time initially as the
Vice President-Business Development of the Company and subsequent to June 30,
2004 as President, Chief Financial Officer and Chief Operating Officer of the
Company and will have such powers and duties as are commensurate with such
positions and as may be conferred upon him from time to time by the Chief
Executive Officer and the Board of Directors of the Company. Employee shall
report to the Chief Executive Officer and the Board of Directors of the Company.
During Employee's employment with the Company under this Agreement, Employee
shall devote his entire business time, attention and energies to the business of
the Company, shall perform his duties honestly, diligently, competently, in good
faith and in what Employee reasonably believes to be in the best interests of
the Company and shall not undertake any other employment or business association
which requires the rendering of personal services, except that Employee may
serve on the boards of charitable nonprofit organizations and, with the prior
written consent of the Board of Directors of the Company, on the boards of other
organizations, provided, however that in either case, such service does not
interfere with his duties hereunder. Employee's employment under this Agreement
is subject to the Company's employment policies, procedures and practices
generally applicable to executive officers which are not contrary to the express
provisions of this Agreement.

     4.   COMPENSATION AND BENEFITS.

          4.1 SALARY. For all services rendered by Employee under this
Agreement, the Company will pay to Employee a fixed base salary at the rate of
Two Hundred Fifty Thousand Dollars ($250,000) on an annualized basis, payable in
accordance with the customary payroll practices of the Company, as they may be
in effect from time to time, but in any event not less frequently than once per
month.

          4.2 BONUS. Employee shall be entitled to receive such bonuses as shall
be determined from time to time by the Board of Directors of the Company (or any
committee thereof) in its discretion..


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          4.3 STOCK OPTIONS. Employee shall be entitled to participate in any
stock option plan or stock incentive plan, or other equity based benefit
maintained by the Company for the benefit of its senior executives or its
employees generally; provided, however, that the grant of any Options or other
benefit shall be in the discretion of the committee or committees administering
such plans.

          4.4 WITHHOLDING. Payments of compensation pursuant to this Agreement
are subject to applicable payroll withholding requirements.

          4.5 BENEFITS. Employee is entitled to participate in any health,
insurance, disability and other benefit plans that the Company from time to time
maintains generally for the benefit of its senior executives, subject to
eligibility requirements and other terms and provisions of such plans. Any or
all of the benefit policies or plans may be modified, amended or terminated by
the Company at any time and from time to time in its discretion. The amount of
employer/employee contributions is also subject to change in the Company's
discretion.

          4.6 AUTOMOBILE ALLOWANCE. The Company shall provide Employee with an
automobile allowance of $1,000 per month during the term of this Agreement.

          4.7 VACATION AND HOLIDAYS. Employee is entitled to paid vacation and
holidays in accordance with the Company's policies for senior executives, as
they may exist from time to time; provided, however, that in any event, Employee
shall be entitled to four weeks paid vacation per year (to be taken at mutually
agreeable times and for no more than two weeks at a time), in addition to any
other paid holidays which are customarily observed by the Company.

     5. EXPENSES. The Company will pay or reimburse Employee for all reasonable
travel or other business expenses that Employee incurs in performing his duties
and obligations to the Company, subject to the Company's policies and procedures
from time to time in effect and to presentation of appropriate vouchers in
accordance with such policies and procedures.

     6.   CONFIDENTIALITY.

          6.1 While employed by the Company, acting as a consultant to the
Company or otherwise acting in another capacity for the Company, Employee has
and may necessarily acquire knowledge of Confidential Information (defined
below). At all times, both during the term of Employee's employment or other
affiliation and thereafter for a period of three (3) years (the "Covered
Period"), Employee will keep all Confidential Information in strictest
confidence and trust. Employee hereby acknowledges and agrees that the Company
has expended, and will continue to expend, considerable time, effort and expense
to develop trade secrets and other Confidential Information and that the
Company's Confidential Information is unique and constitutes valuable property
of the Company. Employee further acknowledges and agrees that at all times the
Confidential Information is owned by the Company (or disclosed to the Company by
third parties) with an expectation of confidentiality and that Employee does not
have any ownership or other proprietary interest in or to the Confidential
Information, notwithstanding that it is necessary for the Company to disclose
some or all of the Confidential Information to Employee in confidence in order
for Employee to perform his duties for the Company.

          6.2 With respect to Confidential Information, Employee agrees that
during the Covered Period:

               (a) Employee will use Confidential Information only in the
performance of his duties for the Company, and Employee will not use it at any
time (during or after employment or other affiliation with the Company) for
personal benefit, for the benefit of any other person or entity, or in any
manner adverse to the interests of the Company; and


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               (b) Employee will not disclose any Confidential Information at
any time (during or after employment or other affiliation with the Company)
except to authorized personnel of the Company unless (i) such action is
consistent with the performance of Employee's duties hereunder, (ii) the Chief
Executive Officer, the General Counsel or the Board of Directors of the Company
authorizes such disclosure in advance in writing or (iii) the information
becomes generally of public knowledge through no act or omission of Employee.

               For purposes hereof, "Confidential Information" means all trade
secrets and all other confidential non-public or proprietary information, data,
"know-how" or technology with respect to the business of the Company or any of
its affiliates or any of the activities, services, products, customers,
suppliers, objectives or strategies of the Company or any of its affiliates,
including without limitation information and materials relating to the financial
condition, operations or performance of the Company or any of its affiliates and
appraisals relating to the Company's existing properties and prospective
properties.

          6.3 The provisions of this Section 6 shall not apply to information
(i) that has been or hereafter is generally known in the Company's industry or
is or becomes otherwise in the public domain through no fault of Employee, (ii)
that was known to Employee prior to his consulting engagement or employment with
the Company and prior to the engagement by the Company of any employer of the
Employee and which he is under no obligation to keep confidential, (iii) that
has become available on a non-confidential basis from a source other than the
Company or any of its affiliates or representatives which Employee reasonably
believes is entitled to disclose it, or (iv) the disclosure of which is required
by law or pursuant to court order or determined by Employee in good faith to be
necessary or appropriate to comply with any legal, administrative or regulatory
order, regulation, governmental investigation or requirement.

     7. COVENANT NOT TO COMPETE. During the period (the "Restricted Period")
commencing on the date hereof and terminating on the date that is two (2) years
after the date of termination of Employee's employment under this Agreement for
any reason or no reason (including non-renewal at the end of the term), Employee
agrees that he will not, unless he obtains the prior written consent of the
Chief Executive Officer or the Board of Directors of the Company, engage in or
carry on, directly or indirectly, with or without compensation, the business of
investing in, owning, leasing or licensing any real property which the Company
or any subsidiary invested in, owned, leased or licensed or evaluated (with
Employee's knowledge) for purposes of investing, owning, leasing or licensing
during the period commencing on the date hereof and ending on the date of the
termination of Employee's employment under this Agreement, either for himself or
as a member, partner or manager of a partnership, limited partnership, limited
liability company or joint venture or as a shareholder (other than as a holder
of less than two percent (2%) of the issued and outstanding stock of a publicly
held corporation), investor, officer or director of a corporation or as an
employee, agent, member, manager, associate, independent contractor or
consultant of any individual, partnership, corporation, limited liability
company or other entity.

     8. NO SOLICITATION OF CUSTOMERS OR EMPLOYEES. During the Restricted Period,
Employee agrees that he will not, unless he obtains the prior written consent of
the Company's Board of Directors or Chief Executive Officer, directly or
indirectly (whether as an owner, partner, shareholder, agent, member, manager,
officer, director, employee, independent contractor, consultant, or otherwise):

          8.1 Undertake, solicit or assist any third party in undertaking or
soliciting, or divert or attempt to divert away from the Company, the business
of any person or entity that is or was at any time within the six (6) months
prior to the solicitation, a customer of the Company; or


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          8.2 Hire, solicit or induce or assist any third party in hiring,
soliciting or inducing any employee, agent, consultant or independent contractor
of Company to leave its employ or work for anyone in competition with the
Company.

     9. RECORDS AND OTHER MATERIAL. Employee agrees that all records, files,
memoranda, reports, customer lists, programs, or any other similar records or
documents relating to the business of the Company (including without limitation
those which may have been used or prepared by Employee, whether or not part of
the Confidential Information), remain the sole personal property of the Company
(except for programs owned by third parties) and remain at all times, both
during and after Employee's employment or other affiliation with the Company, in
the control of the Company. Employee hereby agrees that upon the termination of
his employment or other affiliation with the Company for any reason whatsoever,
Employee shall immediately surrender all such records and documents, and all
copies thereof, together with any other Company property in Employee's
possession, to the Company at its principal business office or such other
location as directed by the Company.

     10.  NON-DISPARAGEMENT.

          10.1 Employee hereby agrees that, during the course of Employee's
employment with the Company and thereafter during the Covered Period, he will
not disparage or defame the Company's business or capabilities, plans or
management to any client, business partner, employee, media, other entity or
competitor with the effect of adversely impacting the goodwill of the Company.
Anything herein to the contrary notwithstanding, there shall be no restriction
whatsoever on Employee's communications with regulators, law enforcement
officials, government administrators or officials, or on any communication which
in Employee's good faith judgment is appropriate in the performance of his
duties (including in discussions with analysts and shareholders), or which is
otherwise undertaken in a good faith belief that such communication is required
under the relevant legal or regulatory environment.

          10.2 The Company hereby agrees that, during the course of Employee's
employment with the Company and thereafter during the Covered Period, neither
the Company nor its executive officers and directors shall, directly or
indirectly, in any way, comment (orally or in writing) negatively about Employee
to any individual or entity, disparage or defaming Employee's capabilities to
any potential employer or business partner, any client, media or any other
entity, or doing anything else to affect adversely the reputation of Employee.
Anything herein to the contrary notwithstanding, there shall be no restriction
whatsoever on the Company's communications with regulators, law enforcement
officials, government administrators or officials, or on any communication which
in the good faith judgment of the Company's Chief Executive Officer or General
Counsel is appropriate (including in discussions with analysts and
shareholders), or which is otherwise undertaken in a good faith belief that such
communication is required under the relevant legal or regulatory environment.

     11. INTERPRETATION OF COVENANTS. Each of the covenants in Sections 6
through 10 are to be construed as independent of any other covenants or other
provisions of this Agreement. If any court of competent jurisdiction at any time
deems the Restricted Period unreasonably lengthy or any of the covenants set
forth in Sections 6 through 10 (or any of the provisions of this Agreement in
general) not fully enforceable, the other provisions of Sections 6 through 10,
and this Agreement in general, shall nevertheless stand and to the full extent
consistent with law continue in full force and effect, and it is the intention
and desire of the parties that such court treat any provisions of this Agreement
which are not fully enforceable as having been modified to the extent deemed
necessary by the court to render them reasonable and enforceable and that the
court enforce them to such extent (for example, that the Restricted Period be
deemed to be the longest period permissible by law, but not in excess of the
length provided for in Section 7). In the event the Employee breaches any of the
covenants of Sections 7 or 8, the Restricted Period for any such covenant shall
be extended by that amount of time in which the Employee is in breach of said
covenant.


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     12. REASONABLE RESTRICTIONS. Employee acknowledges and agrees that the
restrictions on the activities in which he may engage that are set forth in
Sections 6 through 10 of this Agreement, and the period of time and geographic
area for which such restrictions apply are reasonable and necessary to protect
the Company's legitimate business interests. Employee acknowledges that the
existence of such restrictions during the Restricted Period will not prevent him
from earning a livelihood.

     13. DAMAGES INADEQUATE REMEDY. Employee understands and agrees that if he
breaches or threatens to breach any of the provisions in Sections 6 through 10
of this Agreement, Company would suffer irreparable harm and damages would be an
inadequate remedy. Accordingly, Employee agrees that, in the event of his breach
or threatened breach, the Company shall have the right to seek injunctive relief
and other equitable relief in addition to any other remedies that may be
available without the posting of a bond.

     14. INSURANCE AND INDEMNIFICATION. The Company shall indemnify and defend
Employee from and against any threatened or pending action, suit, or proceeding
arising out of the performance of Employee's duties or his service as a
director, officer, employee or agent of the Company, to the fullest extent
allowed by the least restrictive of law, the Company's certificate of
incorporation and the Company's by-laws (as each may be amended from time to
time), except to the extent that the Board of Directors determines that
indemnification is not proper due to Employee having failed to meet the
applicable standard of conduct set forth in Section 145 of the General
Corporation Law of the State of Delaware. The Company shall have the right to
defend Employee against any such action, suit or proceeding with counsel of its
choice, subject to the requirements of the applicable rules of professional
conduct for attorneys. In the event that the Company is unable to assume the
defense of Employee, then during the pendency of any such proceeding the Company
shall, to the fullest extent allowed by the least restrictive of law, the
Company's certificate of incorporation and the Company's by-laws (as each may be
amended from time to time), advance reasonable expenses that are incurred, from
time to time, by Employee in connection with any threatened or pending action,
suit or proceeding arising out of the performance of Employee's duties or his
service as a director, officer, employee or agent of the Company, subject to the
receipt by the Company of an undertaking to the extent required by law, the
Company's certificate of incorporation and the Company's by-laws (as each may be
amended from time to time). In any event, the Company shall indemnify Employee
only for expenses actually and necessarily incurred by him in connection with
the defense of any such action, suit or proceeding. Notwithstanding the
foregoing, it is understood that the provisions of this Section 14 shall not
extend to any action, suit, or proceeding commenced by the Employee against the
Company.

     15. NOTICES. Any notice required or permitted to be given pursuant to this
Agreement shall be in writing and shall be deemed given (i) if by hand delivery
or by facsimile, upon delivery thereof, (ii) if by a recognized national
overnight courier service, one (1) day after it has been deposited with such
service, or (iii) if mailed, three (3) days after it has been deposited in the
U.S. mails, postage prepaid, certified mail, return receipt requested. All
notices shall be addressed to the parties at the respective addresses indicated
herein or such other address as either party may in the future specify in
writing to the other. A copy of any notice addressed to the Company shall also
be delivered to Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, NJ 07068,
Attention: Peter H. Ehrenberg, Esq.

     16. HEADINGS. Headings used in this Agreement are for convenience of
reference only and do not affect the meaning of any provision.


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     17. COUNTERPARTS. This Agreement may be executed as of the same effective
date in one or more counterparts, each of which is deemed to be an original.

     18. BINDING AGREEMENT; ASSIGNMENT. This Agreement shall be binding upon,
and shall inure to the benefit of, Employee and the Company and their respective
permitted successors, assigns, heirs, beneficiaries and representatives. This
Agreement is personal to Employee and may not be assigned by him. Any attempted
assignment in violation of this Section 18 shall be null and void.

     19. NO WAIVER. No waiver of any kind by the Company of any past, present or
future conduct of Employee shall be valid unless it is made in writing executed
and delivered by the Company. No failure or delay on the part of the Company to
exercise any right, remedy, power or privilege in connection with this Agreement
shall preclude or limit in any way the exercise of any other right, remedy,
power or privilege by the Company.

     20. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New Jersey, without reference
to the choice of law principles thereof. The state and federal courts of the
State of New Jersey shall be the exclusive courts within which to bring a
dispute relating to this Agreement and the subject matter hereof.

     21. ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement
between the parties with respect to the matters covered hereby and shall
supersede all previous written, oral or implied understandings among them with
respect to such matters.

     22. AMENDMENTS. This Agreement may only be amended or otherwise modified by
a writing executed by all of the parties hereto.

     23. COOPERATION AND FACILITATION OF TRANSITION MATTERS. Employee agrees to
cooperate both during and after his employment with the Company, at the
Company's sole cost and expense, with the investigation by the Company involving
the Company or any employee of the Company. If this Agreement is terminated for
any reason other than by the Company due to Employee's death or Disability,
Employee will for a period of nine (9) months after the termination, at the
Company's sole cost and expense, take all reasonable actions as may be
reasonably requested by the Company from time to time to maintain for the
Company the business, goodwill, and business relationships of any such entity's
clients or matters with which or about which Employee worked during the term of
Employee's employment by the Company or any predecessor or successor. By way of
illustration, (and not as an exhaustive list), in order to carry out Employee's
obligations under this Section 23, if requested by the Company (and in the
manner so requested) Employee shall (i) notify clients or other business
contacts of Employee's departure, (ii) introduce such clients or others to
successor contacts designated by the Company, and (iii) provide the Company with
all information relevant to Employee's work for the Company and the servicing of
such matters and clients. The Company shall cooperate with Employee to
reasonably limit the time to be expended by Employee to carry out his
obligations under this Section 23 so as to not interfere in any material respect
with the time needed by Employee to perform his duties of employment with third
parties or to seek other employment following the termination of his employment
with the Company.

     24. NO ATTACHMENT. Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect; provided, however, that nothing in this Section 24 shall
preclude the assumption of such rights by executors, administrators or other
legal representatives of Employee or his estate and their assigning any rights
hereunder to the person or persons entitled thereto.


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<PAGE>

     25. SOURCE OF PAYMENT. All payments provided for under this Agreement shall
be paid in cash from the general funds of Company. Company shall not be required
to establish a special or separate fund or other segregation of assets to assure
such payments, and, if Company shall make any investments to aid it in meeting
its obligations hereunder, Employee shall have no right, title or interest
whatever in or to any such investments except as may otherwise be expressly
provided in a separate written instrument relating to such investments. Nothing
contained in this Agreement, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between Company and Employee or any other person. To the extent
that any person acquires a right to receive payments from Employee hereunder,
such right, without prejudice to rights which employees may have, shall be no
greater than the right of an unsecured creditor of Company.

     26. SURVIVAL. Sections 2.5, 2.6 and 6 through 26 of this Agreement shall
survive the termination of this Agreement.

    27. NO CONFLICT. Employee warrants and represents to the Company that he is
not subject to any contractual obligation which precludes him from executing and
performing this Agreement or which would limit in any respect the
responsibilities which Employee may perform hereunder.

   28. WAIVER OF JURY TRIAL. Each party hereto (each, a "Party") hereby waives
to the fullest extent permitted by applicable law, any right it may have to a
trial by jury in respect to any suit, action or other proceeding directly or
indirectly arising out of, under or in connection with this Agreement. Each
Party (a) certifies that no representative of the other Party has represented,
expressly or otherwise, that such other party would not, in the event of any
suit, action or other proceeding, seek to enforce that foregoing waiver and (b)
acknowledges that it and the other Party have been induced to enter into this
Agreement, by, among other things, the mutual waivers and certifications in this
Section 28.


         [signature page follows] ______________________________________




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<PAGE>

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

                                 -------------------------------
                                 DANIEL C. PRYOR

                                 WILSHIRE ENTERPRISES, INC.


                                 By:____________________________
                                    Name:
                                    Title:




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