EMPLOYMENT AGREEMENT

                                     BETWEEN

                            STV GROUP, INC., Employer

                                       AND

                            PETER W. KNIPE, Employee



                              Made on July 9, 1999

                            Effective on June 1, 1999


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                                TABLE OF CONTENTS

Employment and Duties..........................................................1
         Employment and Duties.................................................1

Term and Termination of Term...................................................2
         Term..................................................................2
         Termination of Term...................................................2

Compensation...................................................................2
         Salary................................................................2
         Annual Incentive......................................................2
         Long Term Incentives..................................................2
         Benefits .............................................................2
         Retirement Benefits...................................................2

Termination....................................................................3
         Notice of Termination.................................................3
         Grounds for Termination...............................................3
                  Termination upon Death.......................................3
                  Termination upon Disability..................................3
                  Termination for Cause........................................3
                  Termination Other Than For Cause.............................4
                  Termination For Good Reason Upon a Change of Control.........4
                  Termination Upon Retirement..................................4
         Procedure Upon Termination............................................4

Employee's Covenants...........................................................5
         Nondisclosure.........................................................5
         Noncompetition........................................................5
         Enforcement...........................................................5
         Consideration.........................................................6
         Scope.................................................................6

Miscellaneous..................................................................6
         Notices...............................................................6
         Entire Understanding..................................................7
         Modification..........................................................7
         Prior Agreements......................................................7
         Termination of Prior Employment Agreements............................7
         Parties in Interest...................................................7
         Assignment............................................................8
         Severability..........................................................8
         Counterparts..........................................................8
         Section Headings......................................................8
         References............................................................8
         Controlling Law.......................................................8


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                              EMPLOYMENT AGREEMENT

         THIS  AGREEMENT  made on July 9, 1999, but effective as of June 1, 1999
by and between Peter W. Knipe  ("Employee") and STV Group,  Inc., a Pennsylvania
corporation ("Employer").

                                   BACKGROUND

         WHEREAS,  Employer is engaged in the business of  providing  consulting
engineering,  architectural,  interior design, planning, construction management
and management consulting services to its customers; and

         WHEREAS,  Employer and Employee acknowledge that Employer is engaged in
a highly competitive  business and wishes to protect its competitive position in
its industry; and

         WHEREAS,  Employer  desires  to  continue  to retain  the  services  of
Employee under specific terms and conditions of employment; and

         WHEREAS,  Employee  desires to continue to work for Employer  under the
specific  terms and  conditions  of  employment  which  include terms to protect
Employer's competitive position in the industry; and

         WHEREAS,  Employee and Employer have freely negotiated their respective
terms and conditions of employment, and have had the opportunity to consult with
counsel of their choice, and have reached agreement thereon;

         NOW  THEREFORE,  in  consideration  of  the  promises,   covenants  and
agreements of the parties contained  herein,  and intending to be legally bound,
the parties hereby covenant and agree as follows:

         1.       Employment and Duties.

                  1.1.  Employment and Duties.  Employer  shall employ  Employee
throughout  the term of employment  set forth in Section 2 hereof as Senior Vice
President of Finance.  Employee shall also have such other  responsibilities and
duties, consistent with his positions and expertise, as may from time to time be
prescribed by the Employer's Chief Executive Officer.  Employee shall devote his
full  time,  energy,  skill and best  efforts  to the  business  and  affairs of
Employer.  Nothing in this Agreement  shall preclude  Employee from serving as a
director, trustee, officer of, or partner in, any other firm, trust, corporation
or partnership or from pursuing personal investments, as long as such activities
do not interfere with Employee's performance of his duties hereunder.


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         2.       Term and Termination of Term.

                  2.1.  Term.  The  term of  Employee's  employment  under  this
Agreement shall be a period of two years  commencing on June 1, 1999, and ending
on May 31, 2001, unless further extended or sooner terminated in accordance with
the other  provisions  hereof (the  "Term").  Subject to Section 2.2, and if the
Term has not been terminated  pursuant to Section 4, on June 1, 2000 and on each
June 1  thereafter  (each  such June 1, an  "Extension  Date") the Term shall be
extended for an additional period of one year.

                  2.2.  Termination  of Term.  The  Employee or the Employer may
elect to terminate the automatic  extension of the Term set forth in Section 2.1
("Automatic  Extension") by giving  written notice of such election.  Any notice
given  hereunder  must be given not less than 180 days  prior to the  applicable
Extension Date.

         3.       Compensation.

                  3.1.  Salary.  Employer  shall pay to  Employee  for  services
rendered  hereunder  an annual  base  salary of  $140,000  per year  ("Salary"),
payable in accordance  with Employer's  normal payroll  practices for employees.
Employer  shall  deduct or cause to be  deducted  from the  Salary all taxes and
amounts required by law to be withheld.  Employee's  Salary shall be reviewed by
the Employer's Chief Executive  Officer no less frequently than annually and may
be increased, but not deceased, as a result thereof.

                  3.2.  Annual  Incentive.  During the Term,  and subject to the
other provisions of this Agreement, Employee shall be entitled to participate in
and shall be included in Employer's  Annual  Incentive  Plan  established by the
Compensation Committee and ratified by the Board.

                  3.3. Long Term Incentives. During the Term, and subject to the
other provisions of this Agreement, Employee shall be entitled to participate in
and shall be included in all of Employer's long term incentive plans ("Long Term
Incentives")  generally available to officers to the extent Employee is eligible
under the general provisions thereof,  including, but not necessarily limited to
stock option  plans,  restricted  stock plan,  stock  appreciation  rights,  and
performance units.

                  3.4.  Benefits.  During  the Term,  and  subject  to the other
provisions of this  Agreement,  Employee  shall be entitled to  participate  and
shall be  included  in benefit  plans of the  Employer  generally  available  to
officers.

                  3.5.  Retirement  Benefits.  Employee  shall  be  entitled  to
continue to participate and shall continue to be included in Employer's ESOP and
401(K)  plans on the same terms and  conditions  as other  employees of Employer
("General Retirement Benefits").

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         4.       Termination.

                  4.1. Notice of Termination.  Any termination by Employer or by
Employee,  other than due to death of Employee, shall be communicated by written
Notice of  Termination  to the other party  hereto.  As used in this  Agreement,
"Notice of Termination"  means a notice specifying the termination  provision in
this Agreement relied upon and setting forth in reasonable  detail the facts and
circumstances   claimed  to  provide  a  basis  for  termination  of  Employee's
employment under the provision  specified.  As used in this Agreement,  "Date of
Termination" shall mean the date specified in the Notice of Termination.

                  4.2.     Grounds for Termination.

                           4.2.1.  Termination upon Death. Employee's employment
with Employer and allof Employee's rights to compensation and benefits hereunder
shall  automatically  terminate upon his death,  except that  Employee's  heirs,
personal  representatives  or estate shall be entitled to any unpaid  portion of
his Salary and benefits  accrued up to the Date of Termination and shall also be
entitled to reimbursement for any expenses incurred by Employee hereunder.

                           4.2.2.   Termination upon Disability.  This Agreement
shall  terminate  immediately  in the  event  that  Employee  becomes  disabled.
Employee  will  be  deemed  to be  disabled  at the  end of  any  period  of six
consecutive  months  during  which,  by reason of physical  or mental  injury or
disease,  Employee has been unable to perform substantially the Employee's usual
and customary  duties under this  Agreement.  In the event of  termination  as a
result of  disability,  Employee  shall  receive  compensation  and  benefits in
accordance  with the  Employer  policy with  respect to  disability  benefits in
effect at the time of such disability.

                           4.2.3.   Termination for Cause.   At any  time during
the Term, Employer may terminate  Employee's  employment hereunder for Cause (as
defined herein),  effective immediately upon notice to Employee, if the Employee
was given reasonable notice of the event  constituting cause and either Employee
had a reasonable opportunity to take remedial action but failed or refused to do
so, or an opportunity to take remedial  action would not have been meaningful or
appropriate under the circumstances.

                  For purposes of this Agreement, Cause shall mean: (1) Employee
is negligent in the performance of his duties under this Agreement  resulting in
a material  impairment of Employer's  performance,  and Employee continues to be
negligent  after demand for corrective  action is delivered by the Employer that
specifically  identifies the manner in which the employer  believes the Employee
has been grossly  negligent under this Agreement (2) Employee is convicted of or
pleads guilty or nolo contendere to a felony or (3) Employee  willfully  refuses
or continues to fail, without proper cause and, other than by reason of illness,
to follow the lawful directions of the Chief Executive Officer.

                                       3

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                  On  termination  of this  Agreement  pursuant to this  Section
4.2.3,  with the exception that Employee shall be entitled to any unpaid portion
of his Salary and benefits earned prior to the date of  termination,  all rights
to Salary and benefits of Employee shall cease as of the Date of Termination.

                           4.2.4.   Termination Other Than For Cause.     In the
event that Employer terminates  Employee's  employment  hereunder without cause,
Employee shall receive his Salary for the remainder of the term of the Agreement
and shall continue to receive all benefits under the Agreement for the remaining
term of the  Agreement.  In addition,  all Long-Term  Incentives  will fully and
immediately vest.
                           4.2.5.   Termination For Good Reason Upon a Change of
Control.  Employee may  terminate his  employment  hereunder for Good Reason (as
defined  herein).  For  purposes  of this  Agreement,  Good  Reason  means (1) a
significant  reduction in Employee's  duties as such duties are  contemplated by
Section 1 hereof;  (2) any  termination of Employee,  except in connection  with
termination of Employee's  employment  for Cause;  (3) a reduction in Employee's
Salary or a material  reduction of Employee's  other  compensation,  benefits or
perquisites;  or (4) a relocation of Employee's principal place of business to a
location which is more than fifty (50) miles from its current location.

                           If Employee's employment shall be terminated for Good
Reason after a Change of Control (as defined in Appendix A),  Employee  shall be
paid a lump-sum  payment equal to the sum of (x) three times the Employee's then
current Salary plus (y) the amount of any cash bonus awarded to the Employee for
services in the three most recent fiscal  years;  and all stock  options,  stock
awards and similar  equity  rights,  if any,  shall vest and become  exercisable
immediately prior to the termination of the Term and remain exercisable  through
their original terms.

                           4.2.6    Termination Upon Retirement.   Employee  may
terminate  this  Agreement  upon  retirement in accordance  with the  Employer's
policies for retirement. Upon such retirement, Employee shall be entitled to all
of Employee's retirement benefits as provided for herein.

                           4.2.7    Termination  Other  Than for  Good Reason or
Retirement. If Employee terminates his employment, other than for good reason or
retirement,  all rights to Salary and  benefits  hereunder  shall  automatically
cease except that Employee shall be entitled to any unpaid portion.

                  4.3. Procedure Upon Termination.  On termination of employment
regardless  of the  reason,  Employee  shall  promptly  return to  Employer  all
documents  (including copies) and other property of Employer,  including without
limitation, customer lists, manuals, letters, materials, reports, and records in
his possession or control no matter from whom or in what manner acquired.

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         5.       Employee's Covenants.

                  5.1.  Nondisclosure.  At all times  during and after the Term,
Employee shall keep  confidential and shall not, except with Employer's  express
prior written  consent,  or except in the proper course of his  employment  with
Employer,  directly or indirectly,  communicate,  disclose, divulge, publish, or
otherwise  express,  to any Person, or use for his own benefit or the benefit of
any  Person,  any  trade  secrets,  confidential  or  proprietary  knowledge  or
information, no matter when or how acquired,  concerning the conduct and details
of Employer's  business,  including  without  limitation  names of customers and
suppliers   (including   customer  buying  and  credit   information,   customer
requirements  and  preferences  and customer  ratings),  lists of or information
pertaining to prospective  customers,  pricing information,  credit information,
gross  margin  and cost  information,  sales  and  marketing  studies,  reports,
projections  and  information,  number  schedule  and  methods  of  delivery  of
services,  finances,  accounting  methods,  marketing  methods,  trade  secrets,
policies,  prospects and financial condition. For purposes of this Section 5.1.,
confidential information shall not include any information which is now known by
or readily  available to the general public or which becomes known by or readily
available  to the general  public  other than as a result of any improper act or
omission of Employee.

                  5.2  Noncompetition.  During the Term hereof, and for a period
of one year  thereafter  (provided that Employee is receiving  compensation  for
such one year under Section 4.2.4 of this Agreement)  Employee shall not, except
with Employer's  express prior written consent,  directly or indirectly,  in any
capacity, for the benefit of any Person:

                  (1)  Communicate  with or solicit  any Person who is or during
such  period  becomes  a  customer,   supplier,  employee,  salesman,  agent  or
representative  of Employer,  in any manner which  interferes or might interfere
with such Person's  relationship  with Employer,  or in an effort to obtain such
Person as a customer,  supplier, employee, salesman, agent, or representative of
or on behalf of any business in competition with Employer.

                  (2) Establish,  engage, own, manage, operate, join or control,
or participate in the establishment, ownership, management, operation or control
of, or be a director,  officer, employee,  salesman, agent or representative of,
or be a consultant to, any Person in any business in competition  with Employer,
at any location  where  Employer  now conducts or during the Term hereof  begins
conducting any material business,  or act or conduct himself in any manner which
he would have reason to believe  inimical or contrary to the best  interests  of
Employer;  provided,  however,  that this  provision  shall not be  construed to
prohibit the ownership by Employee of any interest in any business  entity doing
business  with Employer or of not more than 2% of any class of securities of any
corporation which is engaged in any of the foregoing businesses that has a class
of securities registered pursuant to the Securities Exchange Act of 1934.


                  5.3.  Enforcement.  The parties  acknowledge  that  Employer's
business is highly  competitive  and  world-wide in scope and that any breach by
either  party  of any  of  the  covenants  and  agreements  of  this  Section  5
("Covenants") will result in irreparable injury to the injured

                                       5

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party for which money damages could not adequately  compensate  such party,  and
therefore,  in the event of any material breach of this  agreement,  the injured
party shall be entitled, in addition to all other rights and remedies which such
party  may  have  at law or in  equity,  to  have an  injunction  issued  by any
competent  court  enjoining and restraining the party in breach and/or all other
Persons involved therein from continuing such breach. The existence of any claim
or cause of action  which  either  party may have  against  the other  shall not
constitute a defense or bar to the  enforcement  of any of the  Covenants.  If a
party is obliged to resort to litigation  to enforce any of the Covenants  which
has a fixed term, then such term shall be extended for a period of time equal to
the  period  during  which a material  breach of such  Covenant  was  occurring,
beginning on the date of a final court order  (without  further right of appeal)
holding that such a material breach  occurred or, if later,  the last day of the
original fixed term of such Covenant.

                  5.4. Consideration. The parties expressly acknowledge that the
Covenants are a result of arms length negotiations between the parties and are a
material  part of the  consideration  bargained for by them and that without the
agreement  of each to be bound by the  Covenants,  neither  would have agreed to
enter into this Agreement.

                  5.5.  Scope. If any portion of any Covenant or its application
is construed to be invalid,  illegal or  unenforceable,  then the other portions
and their  application  shall not be affected  thereby and shall be  enforceable
without  regard   thereto.   If  any  of  the  Covenants  is  determined  to  be
unenforceable  because  of its  scope,  duration,  geographical  area or similar
factor,  then the court making such determination shall have the power to reduce
or limit such scope,  duration,  area or other factor,  and such Covenant  shall
then be enforceable in its reduced or limited form.

         6.       Miscellaneous.

                  6.1.  Notices.  All notices,  requests,  demands,  consents or
other  communications  required or  permitted  to be given under this  Agreement
shall be in writing  and shall be deemed to have been duly given if and when (1)
delivered  personally,  (2) mailed by first class certified mail, return receipt
requested,  postage  prepaid,  or (3) sent by a  nationally  recognized  express
courier service,  postage or delivery  charges prepaid,  to the parties at their
respective  addresses  stated  below or to such  other  addresses  of which  the
parties may give notice in accordance with this Section.

                           If to Employer, to:

                                    STV Group, Inc.
                                    205 W. Welsh Drive
                                    Douglassville, PA 19103
                                    ATTN: Chief Executive Officer

                                       6

<PAGE>

                           With a copy to:

                                    Richard J. McMahon, Esquire
                                    Blank Rome Comisky & McCauley LLP
                                    One Logan Square
                                    Philadelphia, PA 19103

                           If to Employee to:

                                    Peter W. Knipe
                                    1104-22 Briton Place Road
                                    West Chester, PA 19380

                  6.2. Entire Understanding.  This Agreement,  together with all
other documents, instruments, certificates and agreements executed in connection
herewith,  sets forth the entire understanding  between the parties with respect
to the  subject  matter  hereof and  supersedes  all prior and  contemporaneous,
written,   oral,   expressed   or  implied,   communications,   agreements   and
understandings with respect to the subject matter hereof.

                  6.3.  Modification.  This  Agreement  shall  not  be  amended,
modified,  supplemented or terminated  except in writing signed by both parties.
No action taken by Employer hereunder,  including without limitation any waiver,
consent or  approval,  shall be effective  unless  approved by a majority of the
Board or the Chief Executive Officer.

                  6.4.  Prior  Agreements.  Employee  represents to Employer (1)
that there are no restrictions,  agreements or understanding whatsoever to which
Employee is a party which would  prevent or make  unlawful his execution of this
Agreement or his employment hereunder,  (2) that his execution of this Agreement
and his  employment  hereunder  shall not  constitute a breach of any  contract,
agreement or  understanding,  oral or written to which he is a party or by which
he is bound and (3) that he is free and able to execute  this  Agreement  and to
enter into employment by Employer.

                  6.5.  Termination of Prior  Employment  Agreements.  All prior
employment   agreements  between  Employee  and  Employer  (and/or  any  of  its
affiliates)  are hereby  terminated  as of the  effective  date  hereof as fully
performed  on both  sides,  provided  that the  execution  and  delivery of this
Agreement  shall not be  deemed  to  reduce  any  compensation  or  benefits  or
eliminate any other entitlements or rights of Employee that were earned,  vested
or existed prior to the effective date hereof.


                 6.6.     Parties in Interest.   This  Agreement  all  rights of
Employee  hereunder  shall inure to the benefit of, bind and be  enforceable  by
Employee and his  surviving  spouse,  and his heirs,  personal  representatives,
estate and beneficiaries, and Employer and its successors and

                                       7

<PAGE>


assigns. This Agreement is a personal employment contract of Employer, being for
the personal services of Employee, and shall not be assignable by Employee.

                  6.7. Assignment.  Employer,  upon written consent of Employee,
may assign its rights and duties  hereunder  provided  that the  assignee is the
successor,  by operation of law or otherwise,  to the business of Employer,  and
the nature of Employee's duties hereunder do not change in any material respect.
Employer will require any successor  (whether  direct or indirect,  by purchase,
merger,  consolidation or otherwise) to all or substantially all of the business
and/or assets of Employer, by agreement,  in form and substance  satisfactory to
Employee,  expressly to assume and agree to perform  this  Agreement in the same
manner and to the same extent that  Employer  would be required to perform it if
no such succession had taken place. Failure of Employer to obtain such agreement
and Employee's  consent to the assignment prior to the effectiveness of any such
succession  shall be a breach of this  Agreement and shall  entitle  Employee to
compensation  from Employer in the same amount and on the same terms as he would
be entitled to hereunder if he terminated his employment for Good Reason, except
that for  purposes of  implementing  the  foregoing,  the date on which any such
succession becomes effective shall be deemed the date of the termination of this
Agreement.  As  used  in this  Agreement,  "Employer"  shall  mean  Employer  as
hereinabove defined and any successor to its business and/or assets as aforesaid
which executed and delivers the agreement  provided for in this Section or which
otherwise  becomes bound by all the terms and  provisions  of this  Agreement by
operation of law.

                  6.8.  Severability.  If any  provision  of this  Agreement  is
construed to be invalid, illegal or unenforceable, then the remaining provisions
hereof shall not be affected  thereby and shall be  enforceable  without  regard
thereto.

                  6.9.  Counterparts.  This  Agreement  may be  executed  in any
number of counterparts, each of which when so executed and delivered shall be an
original hereof, and it shall not be necessary in making proof of this Agreement
to produce or account for more than one counterpart hereof.

                  6.10.  Section  Headings.  Section and subsection  headings in
this Agreement are inserted for convenience of reference only, and shall neither
constitute a part of this Agreement nor affect its construction, interpretation,
meaning or effect.

                  6.11.  References.   All words used in this agreement shall be
construed to be of such number and gender as the context requires or permits.

                  6.12. Controlling Law. This Agreement is made under, and shall
be governed by,  construed and enforced in accordance with, the substantive laws
of  Pennsylvania  applicable  to  agreements  made and to be performed  entirely
therein.

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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above  mentioned,  under Seal,  intending to be legally bound
hereby.

                                           EMPLOYER:  STV GROUP, INC.



                                           By:      /s/ Dominick M. Servedio
                                                    ----------------------------
                                                        Dominick M. Servedio

                                                        (Authorized Officer)

                                           EMPLOYEE:    /s/ Peter W. Knipe
                                                   ----------------------------
                                                            Peter W. Knipe

                                       9

<PAGE>

                                   APPENDIX A

                         Definition of Change in Control

         For  purposes of this  Agreement,  "change of  control"  shall mean the
occurrence of one or more of the following: (A) The acquisition, other than from
Employer,  by any  individual,  entity or group  (within  the meaning of Section
13(d)(3) or 14(d)(2) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act")) of  beneficial  ownership  (within  the  meaning of Rule 13d-3
promulgated  under the  Exchange  Act) (a "Person") or 30% or more of either (i)
the then  outstanding  shares  of Common  Stock of  Employer  (the  "Outstanding
Employer  Common  Stock")  or  (ii)  the  combined  voting  power  of  the  then
outstanding  voting  securities  of Employer  entitled to vote  generally in the
election of directors (the "Employer  Voting  Securities"),  provided,  however,
that any acquisition by (x) Employer or any of its subsidiaries, or any employee
benefit plan (or related  trust)  sponsored or  maintained by Employer or any of
its  subsidiaries or (y) any Person that is eligible,  pursuant to Rule 13d-1(b)
under the Exchange  Act, to file a statement on Schedule 13G with respect to its
beneficial  ownership of Employer Voting Securities,  whether or not such Person
shall have filed a statement  on  Schedule  13G,  unless such Person  shall have
filed a statement on Schedule 13D with respect to beneficial ownership of 30% or
more of Employer Voting Securities or (z) any corporation with respect to which,
following such acquisition, more than 60% of, respectively, the then outstanding
shares of common stock of such  corporation and the combined voting power of the
then  outstanding  voting  securities  of  such  corporation  entitled  to  vote
generally in the election of directors is then beneficially  owned,  directly or
indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners,  respectively,  of the Outstanding  Employer Common Stock
and  Employer  Voting  Securities  immediately  prior  to  such  acquisition  in
substantially the same proportion as their ownership,  immediately prior to such
acquisition,  of the  Outstanding  Employer  Common  Stock and  Employer  Voting
Securities, as the case may be, shall not constitute a Change of Control, or (B)
Individuals  who, as of the date  hereof,  constitute  the Board of Directors of
Employer (the  "Incumbent  Board") cease for any reason to constitute at least a
majority  of the  Board,  provided  that  any  individual  becoming  a  director
subsequent  to the date hereof  whose  election or  nomination  for  election by
Employer's  shareholders,  was  approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened  election  contest  relating to the election of the
Directors of Employer (as such terms are used in Rule 14a-11 of  Regulation  14A
promulgated  under the Exchange  Act);  or (C) Approval by the  shareholders  of
Employer   of  a   reorganization,   merger  or   consolidation   (a   "Business
Combination"),  in each case, with respect to which all or substantially  all of
the  individuals and entities who were the respective  beneficial  owners of the
Outstanding  Employer  Common Stock and Employer Voting  Securities  immediately
prior to such Business Combination do not, following such Business  Combination,
beneficially own, directly or indirectly,  more than 60% of,  respectively,  the
then  outstanding  shares of common stock and the  combined  voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors,  as the case may be, of Employer resulting from Business  Combination
in  substantially  the same proportion as their ownership  immediately  prior to
such Business

<PAGE>


Combination  of the  Outstanding  Employer  Common  Stock  and  Employer  Voting
Securities, as the case may be; or (D) (i) a complete liquidation or dissolution
of Employer or of (ii) sale or other  disposition of all or substantially all of
the  assets of  Employer  other  than to a  corporation  with  respect to which,
following such sale or  disposition,  more than 60% of,  respectively,  the then
outstanding  shares of common  stock and the  combined  voting power of the then
outstanding  voting  securities  entitled to vote  generally  in the election of
directors  is  then  owned  beneficially,  directly  or  indirectly,  by  all or
substantially  all of the  individuals  and  entities  who were  the  beneficial
owners, respectively,  all of the Outstanding Employer Common Stock and Employer
Voting Securities immediately prior to such sale or disposition in substantially
the same proportion as their ownership of the Outstanding  Employer Common Stock
and Employer Voting  Securities,  as the case may be,  immediately prior to such
sale or disposition.