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                          EXECUTIVE SEVERANCE AGREEMENT

     This Executive Severance Agreement ("Agreement") is made and entered into
as of July 16, 2001, by and between BOSS HOLDINGS, INC., a Delaware corporation
("Parent"), and J. BRUCE LANCASTER ("Officer"). As used in this Agreement, the
term "Company" shall be deemed to include Parent and its direct or indirect
wholly-owned subsidiaries.

                                    RECITALS

A.   Officer currently serves as an executive officer of Parent and/or certain
of Parent's direct or indirect wholly-owned subsidiaries.

B.   Parent acknowledges that Officer is a significant employee of the Company,
possessing skills and knowledge instrumental to the successful conduct of the
Company's business. Parent is willing to enter into a severance arrangement with
Officer in order to better ensure itself of the continued management services of
Officer and, in part, to induce Officer to continue to provide those services
and subject himself to certain restrictions.

C.   Officer is willing to agree to the restrictions contained in this Agreement
to induce Parent to pay certain benefits upon the termination of Officer's
employment under certain circumstances.

                                    AGREEMENT

     In consideration of the foregoing and the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by the parties by their execution hereof,
the parties agree as follows:

1.   POSITION AND DUTIES. Officer shall serve Parent as Executive Vice President
and Chief Financial Officer, and in so doing shall report to Parent's Chief
Executive Officer ("CEO") and Board of Directors ("Board"). Officer shall have
supervision and control over, and responsibility for, such management and
operational functions of the Company currently assigned to such position, and
shall have such other or different powers and duties (including holding officer
positions with one or more subsidiaries of Parent), as may from time to time be
prescribed by the Board or CEO.

2.   DEVOTION OF EFFORTS. So long as Officer is serving the Company in the
capacities described in Section 1, he shall devote his full time, skill and
attention and his best efforts during normal business hours to the business and
affairs of the Company, except for usual, ordinary and customary periods of
vacation and absence due to illness or other disability as are provided for by
Company policy or such periods of leave as are approved by the CEO or the Board.
The provisions of this Section shall not be construed to prevent Officer from
making investments in other businesses or enterprises, so long as such
investments do not violate any conflict of interest policies of the Company or
require the provision of services by Officer to such businesses or enterprises.

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3.   COMPENSATION.

     (a)  BASE SALARY. As compensation for Officer's services, the Company shall
pay Officer an annualized base salary of a specified amount per annum (the "Base
Salary"). The Base Salary shall be payable in substantially equal semi-monthly
installments. The CEO or Compensation Committee of the Board (the "Compensation
Committee") may review the Base Salary periodically and may grant such
increases, or effect such reductions, in the Base Salary as the CEO or
Compensation Committee considers appropriate in accordance with its discretion
or such compensation guidelines and policies as the Compensation Committee may
establish from time to time. The Base Salary applicable from time to time for
any period of Officer's employment with the Company, commencing on the effective
date of this Agreement, shall be identified on Schedule A attached hereto, which
shall be amended periodically to reflect any increases or reductions effected by
the CEO or Compensation Committee.

     (b)  BONUSES. Officer shall be entitled to receive (in addition to the Base
Salary) such annual or other periodic bonus as the CEO or Compensation Committee
may award in accordance with such compensation guidelines and policies as the
Compensation Committee may establish from time to time.

     (c)  OTHER BENEFITS. Officer shall be entitled to participate in, or
receive benefits under, any employee benefit plan or other arrangement made
available now or in the future by the Company to the officers of Parent (a
"Benefit Plan"), subject to the terms, conditions and overall administration of
such Benefit Plan. Officer's participation in, or receipt of benefits under, any
Benefit Plan shall be in addition to (and not in lieu of) the Base Salary.

     (d)  VACATIONS AND HOLIDAYS. Officer shall be entitled to the number of
paid vacation days in each calendar year determined by Parent from time to time
for its officers and shall be entitled to all paid holidays given by the Company
to its employees in general.

4.   RELOCATIONS.

     (a)  NEW LOCATIONS. Officer shall be required to perform his duties and
responsibilities at Parent's offices located in Kewanee, Illinois. If the
Company requires Officer to perform his duties and responsibilities at any
location that is more than 50 miles from the nearest border of Kewanee, Illinois
(a "New Location"), the Company shall pay to Officer, or shall reimburse Officer
for (upon submission of reasonably detailed evidence thereof) his reasonably
incurred Relocation Expenses (defined below) in connection with such relocation.

     (b)  RELOCATION EXPENSES. For purposes of this Agreement, the term
"Relocation Expenses" may include (i) costs of selling an existing residence
including realtors, appraisals, seller closing expenses, seller title insurance
(if required) and attorneys fees, (ii) direct moving expenses including packing,
transportation of household goods, storage, temporary living expenses and family
transportation expenses incurred in seeking a new home such as airfare, hotel
and meals (if applicable), and (iii) costs of purchasing a new residence
including loan fees, attorneys fees, buyer title insurance (if applicable) and
buyer closing expenses.

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5.   TERMINATION OF EMPLOYMENT.

     (a)  RIGHT TO TERMINATE. Officer's employment with the Company (including
his officer position with Parent) shall be terminated upon his death, Disability
(as defined in subsection (f)(2) of this Section) or Normal Retirement (as
defined in subsection (f)(5) of this Section). In addition, Officer's employment
with the Company (including his officer position with Parent) may be terminated
at any time and for any reason as a result of a dismissal or other action by the
Company or as a result of a voluntary action by Officer. Any such termination of
employment is referred to herein as a "Termination of Employment."

     (b)  NOTICE OF TERMINATION.

          (1)  Any Termination of Employment that is the result of Officer's
Disability shall be communicated by the Company to Officer in a written notice.

          (2)  Any Termination of Employment that is the result of Officer's
Normal Retirement shall be communicated by Officer to Parent by a written
notice. The notice shall state that Officer is retiring and shall specify the
date of such Termination of Employment, which shall be not less than 30 days
following the date such notice is received by Parent.

          (3)  Any Termination of Employment that is the result of a dismissal
or other action by the Company (but is not the result of Officer's Disability)
shall be communicated by the Company to Officer by a written notice. The notice
shall state whether or not the Termination of Employment constitutes a
Termination for Cause (as defined in subsection (f)(6) of this Section) and, if
so, shall set forth in reasonable detail facts and circumstances constituting
the basis for such Termination for Cause.

          (4)  Any Termination of Employment that is the result of a voluntary
action by Officer (but is not the result of Officer's Normal Retirement) shall
be communicated by Officer to Parent by written notice thereof.

     (c)  DATE OF TERMINATION OF EMPLOYMENT. For purposes of this Agreement, the
date of a Termination of Employment shall be, (1) if the Termination of
Employment is the result of Officer's death, the date of death, (2) if the
Termination of Employment is the result of Officer's Disability, the date on
which the notice described in subsection (b)(1) of this Section is received by
Officer, (3) if the Termination of Employment is the result of Officer's Normal
Retirement, the date specified in the notice described in subsection (b)(2) of
this Section, (4) if the Termination of Employment is the result of a dismissal
or other action by the Company (but is not the result of Officer's Disability),
the date on which the notice under subsection (b)(3) of this Section is received
by the Officer, and (5) if the Termination of Employment is the result of a
voluntary action by Officer (but is not the result of Officer's Normal
Retirement), the date of delivery of the notice described in subsection (b)(4)
of this Section.

     (d)  PAYMENTS DUE UPON TERMINATION OF EMPLOYMENT. The provisions of
subsections (d)(1), (d)(2) and (d)(3) of this Section shall apply only to
Terminations of Employment occurring prior to or more than one year after a
Change in Control (as defined in

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subsection (f)(1) of this Section); and the provisions of subsection (e) of this
Section shall apply only to Terminations of Employment occurring at the time of
or at any time within one year following a Change in Control.

          (1)  DEATH, DISABILITY OR NORMAL RETIREMENT. If the Termination of
Employment is the result of Officer's death, Disability or Normal Retirement,
the Company shall pay the following amounts to Officer (or his estate or
personal representative):

               (A)  The Base Salary (at the rate in effect on the date of such
Termination of Employment, as identified on Schedule A) through and including
the date of such Termination of Employment, to the extent not already paid,
which amount shall be paid in cash on the first normal semi-monthly Base Salary
payment date immediately succeeding the date of such Termination of Employment;
and

               (B)  Any amounts arising from Officer's participation in, or
benefits under, any Benefit Plan through and including the date of Termination
of Employment, which amounts shall be payable in accordance with the terms and
conditions of such Benefit Plan.

          (2)  CERTAIN TERMINATIONS NOT FOR CAUSE. If the Termination of
Employment is the result of (i) a dismissal or other action by the Company (but
is not the result of Officer's Disability) and does not constitute a Termination
for Cause, or (ii) a voluntary action by Officer within 60 days after the
occurrence of a Salary Reduction, the Company shall pay the following amounts
and provide the following benefits to Officer:

               (A)  The Base Salary (at the rate in effect on the date of
Termination of Employment, as identified on Schedule A) through and including
the date of Termination of Employment, which amount shall be paid on the date of
such Termination of Employment;

               (B)  Any amount arising from Officer's participation in, or
benefits under, any Benefit Plan through and including the date of Termination
of Employment, which amounts shall be payable in accordance with the terms and
conditions of such Benefit Plan;

               (C)  An amount equal to twelve months Base Salary at the higher
of (i) the rate in effect on the date of such Termination of Employment as
identified on Schedule A, and (ii) the rate in effect prior to any Salary
Reduction occurring within 60 days preceding such Termination of Employment (if
applicable), which amount shall be paid in equal semi-monthly installments
during the twelve months following such Termination of Employment;

               (D)  For a period of 12 months following the date of Termination
of Employment, continuation of all health insurance coverage applicable at the
time of such Termination of Employment to Officer and his immediate family under
any Benefit Plan; and

               (E)  Reimbursement of Officer's reasonably incurred Relocation
Expenses (upon submission of reasonably detailed evidence thereof) if during the
twelve months following such Termination of Employment the Officer relocates his
home residence to a

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location more than fifty miles from Officer's home residence immediately prior
to such Termination of Employment, not to exceed $25,000 in the aggregate.

          (3)  TERMINATION FOR CAUSE OR CERTAIN VOLUNTARY TERMINATIONS. If the
Termination of Employment (i) is the result of a dismissal or other action by
the Company (but is not the result of Officer's Disability) and constitutes a
Termination for Cause, or (ii) is the result of a voluntary action by Officer
(except for Officer's Normal Retirement or following a Salary Reduction as
provided in subsection 5(d)(2)(ii) above), the Company shall pay the following
amounts to Officer:

               (A)  The Base Salary (at the rate in effect on the date of
Termination of Employment, as identified on Schedule A) through and including
the date of such Termination of Employment, which amount shall be paid in cash
on the first normal semi-monthly Base Salary payment date immediately succeeding
the date of such Termination of Employment; and

               (B)  Any amounts arising from Officer's participation in, or
benefits under, any Benefit Plan through and including the date of Termination
of Employment, which amounts shall be payable in accordance with the terms and
conditions of such Benefit Plan.

          (4)  PAYMENT CONTINGENT ON RELEASE. If Officer's Termination of
Employment is prior to or more than one year after a Change in Control and
Officer is otherwise entitled to the payment provided in subsection (d)(2) of
this Section, then such payment shall be subject to and contingent upon
Officer's execution of a General Release Agreement in favor of the Company in
substantially the form and substance of Schedule B attached hereto.

     (e)  ADDITIONAL PROVISIONS APPLICABLE UPON TERMINATION OF EMPLOYMENT
CONCURRENT WITH OR FOLLOWING CHANGE IN CONTROL. The following provisions shall
apply to any Termination of Employment occurring at the time of, or at any time
within one year following, a Change in Control.

          (1)  TERMINATION NOT FOR CERTAIN CAUSE. If the Termination of
Employment (i) is the result of a dismissal or other action by the Company and
does not constitute a Termination for Cause as specified either in subsection
5(f)(6)(B) or subsection 5(f)(6)(C), or (ii) is the result of the death of
Officer or any voluntary action by Officer, the Company shall pay the following
amounts and provide the following benefits to Officer:

               (A)  The Base Salary (at the rate in effect on the date of
Termination of Employment, as identified on Schedule A) through and including
the date of such Termination of Employment, which amount shall be paid in cash
on the first normal semi-monthly Base Salary payment date immediately succeeding
the date of such Termination of Employment;

               (B)  Any amount arising from Officer's participation in, or
benefits under, any Benefit Plan through and including the date of Termination
of Employment, which amounts shall be payable in accordance with the terms and
conditions of such Benefit Plan;

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               (C)  An amount equal to eighteen months Base Salary (at the
highest rate in effect at any time during the period beginning upon the Change
in Control through the date of Termination of Employment, as identified on
Schedule A), which amount shall be paid in equal semi-monthly installments
during the eighteen months following such Termination of Employment;

               (D)  For a period of eighteen months following the date of such
Termination of Employment, continuation of all health insurance coverage
applicable at the time of such Termination of Employment to Officer and his
immediate family under any Benefit Plan;

               (E)  For a period of eighteen months following the date of such
Termination of Employment, continuation of payment of Officer's then current
automobile allowance, but not less than $500 per month; and

               (F)  Payment of the sum of $100,000 in lieu of reimbursement to
Officer of the anticipated amount of Officer's reasonably incurred Relocation
Expenses, outplacement services and other costs attendant to termination and/or
re-employment of an executive officer, which amount shall be paid in a single
installment on the first normal semi-monthly Base Salary payment date
immediately succeeding the date of such Termination of Employment.

          (2)  TERMINATION FOR CERTAIN CAUSE. If the Termination of Employment
is the result of a dismissal or other action by the Company and constitutes a
Termination for Cause under either subsection 5(f)(6)(B) or subsection
5(f)(6)(C), the Company shall pay the following amounts to Officer:

               (A)  The Base Salary (at the rate in effect on the date of such
Termination of Employment, as identified on Schedule A) through and including
the date of such Termination of Employment, which amount shall be paid in cash
on the first normal semi-monthly Base Salary payment date immediately succeeding
the date of such Termination of Employment; and

               (B)  Any amounts arising from Officer's participation in, or
benefits under, any Benefit Plan through and including the date of Termination
of Employment, which amounts shall be payable in accordance with the terms and
conditions of such Benefit Plan.

          (3)  EXCISE TAX AND GROSS-UP PAYMENT.

               (A)  If any portion of such compensation constitutes a parachute
payment (a "Payment" and is subject to the Excise Tax (hereinafter defined),
then Company, in addition to providing such compensation, shall pay the Gross-Up
Payment (hereinafter defined) to Officer in the manner described below. For
purposes of this Agreement, (i) "Excise Tax" means the tax imposed pursuant to
section 4999 of the Code and any interest or penalties incurred by the Officer
with respect to such Excise Tax, and (ii) "Gross-Up Payment" means, with respect
to any compensation provided to the Officer by Company under this Agreement
(including payments to the Officer under any employee benefit plan or other
arrangement) that is

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subject to the Excise Tax, an amount that, after reduction of the amount of such
Gross-Up Payment for all federal, state, and local tax (including any interest
or penalties imposed with respect to such taxes) to which the Gross-Up Payment
is subject (including the Excise Tax to which the Gross-Up Payment is subject),
is equal to the amount of the Excise Tax to which such compensation is subject.
For purposes of determining the amount of any Gross-Up Payment, Officer shall be
deemed to pay federal income taxes at the highest marginal rate of taxation and
state and local taxes, if applicable, at the highest marginal rate of taxation
in the state and locality of residence of the Officer on the Date of
Termination, net of the maximum reduction in federal income taxes that could be
obtained from deduction of such state and local taxes, if any.

               (B)  Subject to the provisions of subsection 5(e)(3)(C), all
determinations required to be made under this subsection 5(e)(3), including
whether and when a Gross-Up Payment is required, the amount of such Gross-Up
Payment and the assumptions to be utilized in arriving at such determination,
shall be made by the accounting firm which performed the audit of the Company
for the year preceding the year in which the Change in Control occurred (the
"Accounting Firm") which shall provide detailed supporting calculations both to
the Company and the Officer within 15 business days of the receipt of notice
from the Officer that there has been a Payment, or such earlier time as is
requested by the Company. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting the Change
in Control, the Officer shall appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder). All fees and expenses of
the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
as determined pursuant to this subsection 5(e)(3), shall be paid by the Company
to the Officer within five days of the receipt of the Accounting Firm's
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Officer, it shall furnish the Officer with a written opinion that failure
to report the Excise Tax on the Officer's applicable federal income or excise
tax return would not result in the imposition of a negligence or similar
penalty. Any determination by the Accounting Firm shall be binding upon the
Company and the Officer.

               (C)  The Officer shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given no
later than ten business days after the Officer is informed in writing of such
claim. The Officer shall not pay such claim prior to the expiration of the
30-day period following the date on which it gives such notice to the Company
(or such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Company notifies the Officer in writing
prior to the expiration of such period that it desires to contest such claim,
(i) the Officer shall accept legal representation with respect to such claim by
an attorney reasonably selected by the Company, (ii) cooperate with the Company
in good faith in order to effectively contest such claim, and (iii) permit the
Company to participate in any proceedings relating to such claim; provided,
however, the Company shall bear and pay directly all costs and expenses
(including legal and accounting fees and additional interest and penalties)
incurred in connection with such contest and shall indemnify and hold the
Officer harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses. The Company shall control
all proceedings taken in connection with such contest

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to the extent relating to issues impacting whether a Gross-Up Payment is payable
hereunder. The Officer shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority in connection with such contest.

               (D)  If any such claim referred to in subsection 5(e)(3)(C) is
made by the Internal Revenue Service and the Company does not request the
Officer to contest the claim within the 30-day period following notice of the
claim, the Company shall pay to the Officer the amount of any Gross-Up Payment
owed to the Officer, but not previously paid pursuant to subsection 5(e)(3)(B),
immediately upon the expiration of such 30-day period. If any such claim is made
by the Internal Revenue Service and the Company requests the Officer to contest
such claim, the Company shall pay to the Officer the amount of any Gross-Up
Payment owed to the Officer, but not previously paid under the provisions of
subsection 5(e)(3)(B), within five days of a Final Determination of the
liability of the Officer for such Excise Tax. For purposes of this Agreement, a
"Final Determination" shall be deemed to occur with respect to a claim when (i)
there is a decision, judgment, decree or other order by any court of competent
jurisdiction, which decision, judgment, decree or other order has become final,
i.e., all allowable appeals have been exhausted by either party to the action,
(ii) there is a closing agreement made under Section 7121 of the Code, or (iii)
the time for instituting a claim for refund has expired, or if a claim was
filed, the time for instituting suit with respect thereto has expired.

          (4)  PAYMENT CONTINGENT ON RELEASE. If Officer's Termination of
Employment is after a Change in Control and Officer is otherwise entitled to the
payments provided in subsection (1) of this Section 5(e), then such payment
shall be subject to, and contingent upon, Officer's execution of a General
Release Agreement in favor of the Company in substantially the form and
substance as the one attached hereto as Schedule B.

          (5)  LETTER OF CREDIT. Following a Change in Control, Parent at its
sole cost and expense shall post an irrevocable letter of credit from a banking
institution reasonably acceptable to Officer in an amount equal to the maximum
amount of the aggregate cash payments that would be made to Officer pursuant to
the provisions of paragraph (1) of this subsection if the provisions of
paragraph (1) of this subsection were to become applicable. Such letter of
credit shall contain provisions making the funds available thereunder to Officer
by Officer's drafts drawn at sight at any time and from time to time. Such
provisions shall permit Officer to present drafts (including drafts for partial
draws) drawn at sight by presentation by Officer to the applicable banking
institution of a written statement to the effect that the Company is in default
on a payment to be made to Officer pursuant to the terms of this Agreement
(setting forth the amount of such payment in default) and that Officer is not in
default under, and has not breached the terms of, this Agreement. Parent shall
continue to keep such letter of credit in place until the expiration of eighteen
months following the date of a Termination of Employment occurring within one
year after the Change in Control.

     (f)  CERTAIN DEFINITIONS. As used in the Section and elsewhere in this
Agreement, the following terms have the respective meanings indicated:

          (1)  "Change in Control" means the occurrence of any of the following
events:

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               (A)  The acquisition 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")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or
more of either (x) the then outstanding shares of common stock of Parent (the
"Outstanding Parent Common Stock"), or (y) the combined voting power of the then
outstanding voting securities of Parent entitled to vote generally in the
election of directors (the "Outstanding Parent Voting Securities"); provided,
however, that for purposes of this subsection (A), the following acquisitions
shall not constitute a Change of Control: (i) any acquisition by any one or more
of G. Louis Graziadio, III, Graziadio Family Trust or Ginarra Partners, LLC, or
any person, entity or group controlling, controlled by or under common control
with one or more of such persons or, (ii) any acquisition by Parent, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by Parent or any corporation controlled by Parent, or (iv) any
acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of paragraph (C) below; or

               (B)  Members of the Incumbent Board cease for any reason to
constitute at least a majority of the Board; or

               (C)  Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of Parent or
an acquisition of assets of another corporation (a "Business Combination"), in
each case, unless, following such Business Combination, (i) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Parent Common Stock and Outstanding Parent
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% 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 the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns Parent or all or substantially all of Parent's assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Parent Common Stock and Outstanding Parent Voting Securities,
as the case may be, (ii) no Person (excluding any employee benefit plan (or
related trust) of Parent or the corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 25% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership results solely from ownership of Parent that existed prior to the
Business Combination, and (iii) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or

               (D)  Approval by the shareholders of Parent of a complete
liquidation or dissolution of Parent.

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     (2)  "Disability" means Officer's physical or mental impairment or
incapacity of sufficient severity that, in the opinion of the Board and
confirmed by the written statement of a practicing physician, either (A) Officer
is unable to perform his normal duties and responsibilities for a continuous
period of more than 60 days, or (B) Officer's condition entitles him to
disability benefits under any long term disability Benefit Plan applicable to
Officer.

     (3)  "Salary Reduction" means a reduction in the Base Salary that when
combined with the net effect of all prior increases and reductions in the Base
Salary results in the Base Salary being less than 80% of the highest Base Salary
to which Officer has ever been subject pursuant to this Agreement (as identified
on Schedule A).

     (4)  "Incumbent Board" means the individuals who, as of the date of this
Agreement, constitute the Board and any other individual who becomes a director
of Parent after that date and whose election or nomination for election by
Parent's shareholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Incumbent Board.

     (5)  "Normal Retirement" means Officer's voluntary termination of
employment with the Company after Officer's reaching 60 years of age.

     (6)  "Termination for Cause" means a Termination of Employment as a result
of a dismissal or other action by the Company following (A) Officer's willful
and continued failure to substantially perform his duties and responsibilities
as described in Section 1 (other than any such failure resulting from Officer's
physical or mental impairment or incapacity) after written demand for
substantial performance is delivered by the Board or the CEO specifically
identifying the manner in which the Board or the CEO, as the case may be,
believes Officer has not substantially performed such duties and
responsibilities, (B) Officer's willful misconduct amounting to fraud or
dishonesty which is materially injurious to Parent, the Company or its
subsidiaries, monetarily or otherwise, or (C) a willful violation by Officer of
the provisions of Section 6 which is materially injurious to Parent, the Company
or its subsidiaries.

6.   NONPUBLIC INFORMATION.

     (a)  Officer hereby acknowledges that, in connection with his employment
with the Company, he has received, and will continue to receive, various
information regarding the Company and its business, operations and affairs. All
such information, whether written, oral or in electronic format, to the extent
not publicly available other than as a result of a disclosure by Officer in
violation of this Agreement, is referred to herein as the "Nonpublic
Information."

     (b)  Officer hereby agrees that, from and after the date hereof and
continuing for all periods of time following a Termination of Employment, he
will keep all Nonpublic Information confidential and will not, without the prior
written consent of the Board, disclose any Nonpublic Information in any manner
whatsoever or use any Nonpublic Information other

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than in connection with the performance of his services to the Company
hereunder; provided, however, that the provisions of this subsection shall not
prevent Officer from (1) disclosing any Nonpublic Information to any other
employee of the Company or to any representative or agent of the Company (such
as an independent accountant, engineer, attorney or financial advisor) when such
disclosure is reasonably necessary or appropriate (in Officer's judgment) in
connection with the performance by Officer of his duties and responsibilities
hereunder, or (2) disclosing any Nonpublic Information as required by applicable
law, rule, regulation or legal process (but only after compliance with the
provisions of subsection (c) of this Section).

     (c)  If Officer is requested pursuant to, or required by, applicable law,
rule, regulation or legal process to disclose any Nonpublic Information, Officer
will notify Parent promptly so that the Company may seek a protective order or
other appropriate remedy or, in the Company's sole discretion, waive compliance
with the terms of this Section, and Officer will fully cooperate in any attempt
by the Company to obtain any such protective order or other remedy. If the
protective order or other remedy is obtained, or the Company waives compliance
with the terms of this Section, Officer will furnish or disclose only that
portion of the Nonpublic Information as is legally required and will exercise
reasonable efforts to obtain reliable assurance that confidential treatment will
be accorded the Nonpublic Information so disclosed.

7.   MISCELLANEOUS PROVISIONS.

     (a)  AMENDMENT AND WAIVERS. Except as hereinafter provided, no provision of
this Agreement may be amended or otherwise modified, and no right of any party
to this Agreement may be waived, unless such amendment, modification or waiver
is agreed to in a written instrument signed by Officer and Parent (and any dated
and signed Schedule A, as described in subsection (o) of this Section, shall
constitute such an instrument). No waiver by either party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
the other party hereto shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.

     (b)  ASSIGNMENT.

          (1)  Except pursuant to an assumption by a successor described in
subsection (c) of this Section, the rights and obligations of the Company
pursuant to this Agreement may not be assigned, in whole or in part, by the
Company to any other person or entity without the express written consent of
Officer.

          (2)  The rights and obligations of Officer pursuant to this Agreement
may not be assigned, in whole or in part, by Officer to any other person or
entity.

     (c)  ASSUMPTION BY SUCCESSOR OF PARENT. Parent shall require any successor
(whether direct or indirect) to all or substantially all of the business or
assets of Parent (whether by purchase of securities, merger, consolidation, sale
of assets or otherwise), by a written agreement in form and substance
satisfactory to Officer in his reasonable discretion, expressly to assume and
agree to perform the obligations to be performed by Parent or the Company under

                                       11
<Page>

this Agreement in the same manner and to the same extent that Parent or the
Company would be required to perform if no such succession had taken place.

     (d)  BREACH NOT A DEFENSE. The representations and covenants on the part of
Officer contained in Section 6 shall be construed as ancillary to and
independent of any other provision of this Agreement, and the existence of any
claim or cause of action of Officer against the Company or any officer,
director, stockholder or representative of the Company, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of the covenants on the part of Officer contained in Section 6.

     (e)  COMPLETE AGREEMENT. This Agreement, together with all Schedules
attached hereto or releases executed in connection herewith, constitute the
entire agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements, letters of intent, understandings, negotiations
and discussions of the parties, whether oral or written.

     (f)  CONSTRUCTION. The captions of the Sections, subsections and paragraphs
of this Agreement have been inserted as a matter of convenience of reference
only and shall not affect the meaning or construction of any of the terms or
provisions of this Agreement. Unless otherwise specified, references in this
Agreement to a "Section," "subsection," "paragraph," "subparagraph" or
"Schedule" are considered references to the appropriate Section, subsection,
paragraph, subparagraph or Schedule, respectively, of this Agreement. Unless the
context otherwise requires, all words used in this Agreement in any gender
include the masculine, feminine and neuter gender, all singular words include
the plural and all plural words include the singular. As used in this Agreement,
the term "including" means "including, but not limited to."

     (g)  COUNTERPART FACSIMILE EXECUTION. For purposes of this Agreement, a
document (or signature page thereto) signed and transmitted by facsimile machine
or telecopier is to be treated as an original document. The signature of any
party thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same
binding effect as an original signature or an original document. At the request
of any party, any facsimile or telecopy document is to be re-executed in
original form by the parties who executed the facsimile or telecopy document. No
party may raise the use of a facsimile machine or telecopier or the fact that
any signature was transmitted through the use of a facsimile or telecopier
machine as a defense to the enforcement of this Agreement or any amendment or
other document executed in compliance with this Section.

     (h)  COUNTERPARTS. This Agreement may be executed by the parties on any
number of separate counterparts, and all such counterparts so executed
constitute one agreement binding on all the parties notwithstanding that all the
parties are not signatories to the same counterpart.

     (i)  EQUITABLE RELIEF AVAILABLE. Officer acknowledges that remedies at law
may be inadequate to protect the Company against any actual or threatened breach
of the provisions of Section 6 by Officer. Accordingly, without prejudice to any
other rights or remedies otherwise available to the Company, Officer agrees that
the Company shall have the right to equitable and injunctive relief to prevent
any breach of the provisions of Section 6, as well as to such damages or other
relief as may be available to the Company by reason of any such breach as does
occur.

                                       12
<Page>

     (j)  EXECUTION BY PARENT. The execution of this Agreement by Parent shall
constitute an acceptance of, and an agreement to be bound by, the terms and
provisions of this Agreement by Parent and each of its direct and indirect
wholly-owned subsidiaries, and Parent hereby agrees to cause each of its direct
and indirect wholly-owned subsidiaries, now and in the future, to fully comply
with all obligations applicable to the Company pursuant to the terms of this
Agreement.

     (k)  GOVERNING LAW. THIS AGREEMENT IS BEING MADE AND EXECUTED IN, AND IS
INTENDED TO BE PERFORMED IN, THE STATE OF ILLINOIS AND SHALL BE GOVERNED,
CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF
THE STATE OF ILLINOIS.

     (l)  INTEREST. Until paid, all past due amounts required to be paid by the
Company to Officer under any provision of this Agreement shall bear interest at
the highest non-usurious rate permitted by applicable federal, state or local
law.

     (m)  LEGAL FEES. All legal and other expenses incurred in connection with
this Agreement and the transactions contemplated hereby are to be paid by the
party incurring such costs and expenses. In the event any party brings a suit or
other proceeding to construe or enforce the terms hereof, or raises this
Agreement as a defense in a suit or proceeding brought by another party, the
prevailing party is entitled to recover its attorneys' fees and expenses.

     (n)  NO MITIGATION. Officer shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other employment or
otherwise, and the amount of any payment provided for in this Agreement shall
not be reduced by any compensation earned by Officer as the result of employment
by another employer after the date of any Termination of Employment or
otherwise.

     (o)  NOTICES. Any notice or other communication called for by the terms of
this Agreement shall be in writing and either delivered personally or by
registered or certified mail (postage prepaid and return receipt requested) or
by overnight courier delivery and shall be deemed given when received at the
following addresses (or at such other address for a party as shall be specified
by like notice):

          (1)  IF TO PARENT OR THE COMPANY:
               Boss Holdings, Inc.
               221 West First Street
               Kewanee, Illinois 61443
               Attention: President

               WITH A COPY TO:
               Boss Holdings, Inc.
               2325 Palos Verdes Drive West, Suite 211
               Palos Verdes Estates, CA 90274
               Attention: G. Louis Graziadio, III

                                       13
<Page>

          (2)  If to Officer, the home address of Officer set forth below
Officer's signature on the signature page of this Agreement.

     (p)  SCHEDULE A. Schedule A may be amended or replaced at any time and from
time to time to reflect a change in the Base Salary; provided, however, that no
amendment or replacement of Schedule A shall be effective unless it contains a
date and bears a signature of approval on behalf of Parent; and provided
further, however, that if at any time two or more dated and signed copies of
Schedule A conflict with each other, the later dated of such copies shall
control.

     (q)  SUCCESSORS. This Agreement shall be binding on, and shall inure to the
benefit of, the Company, Officer and their respective successors, permitted
assigns, personal and legal representatives, executors, administrators, heirs,
distributees, devisees and legatees, as applicable.

     (r)  VALIDITY AND SEVERABILITY. If any term or provision of this Agreement
is held to be illegal, invalid or unenforceable under the present or future laws
effective during the term of this Agreement, (1) such term or provision shall be
fully severable, (2) this Agreement shall be construed and enforced as if such
term or provision had never comprised a part of this Agreement, and (3) the
remaining terms and provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable term
or provision or by its severance from this Agreement. Furthermore, in lieu of
such illegal, invalid or unenforceable term or provision, there shall be added
automatically as a part of this Agreement, a term or provision as similar to
such illegal, invalid or unenforceable term or provision as may be possible and
be legal, valid and enforceable.

                            [Signatures on next page]

                                       14
<Page>

     IN WITNESS WHEREOF, the parties have executed this Executive Severance
Agreement effective as of the date first written above.

     BOSS HOLDINGS, INC.

     By:    /s/ G. Louis Graziadio III
        ------------------------------------------------
                G. Louis Graziadio, III, President & CEO

     OFFICER:

            /s/ J. Bruce Lancaster
     --------------------------------------------------------
            J. Bruce Lancaster

     Officer's Home Address:

     ---------------------------------------------------

     ---------------------------------------------------

     ---------------------------------------------------

                                       15
<Page>

                   SCHEDULE A TO EXECUTIVE SEVERANCE AGREEMENT

                              OFFICER'S BASE SALARY

Amount of Annual Base Salary:     $150,000

Effective Date:                   July 16, 2001

                                       16
<Page>

                   SCHEDULE B TO EXECUTIVE SEVERANCE AGREEMENT

                  TERMS OF GENERAL RELEASE AGREEMENT BY OFFICER

                            GENERAL RELEASE AGREEMENT

     This General Release Agreement ("Agreement") is made and entered into by
and between J. Bruce Lancaster ("Officer") and Boss Holdings, Inc.
(collectively, with its direct and indirect subsidiaries, "Company").

     WHEREAS, Officer's employment with the Company ended on______________;
200__ and

     WHEREAS Officer and the Company wish to commemorate the agreement between
them related to Officer's separation from employment and to resolve all other
matters between and among them related to the employment of Officer and his
separation from employment;

     NOW THEREFORE, for and in consideration of the covenants and understandings
set forth herein, and for other good and valuable consideration, which each
party hereby acknowledges, it is agreed as follows:

     1.   TERMINATION OF EMPLOYMENT. Officer has terminated his employment with
the Company effective_____________, 200__. Company shall be obligated to pay to
Officer those amounts specified in Paragraph [5(d)(2) OR 5(e)(1)] of that
certain Executive Severance Agreement dated_____________, 2001 between Boss
Holdings, Inc. and Officer ("Severance Agreement"). The terms and provisions of
the Severance Agreement are incorporated herein by this reference.

     2.   HEALTH CARE. For a period of ___ months, Officer may continue as a
participant in the group health insurance plan provided regularly to employees
of the Company ("Group Health Plan") and Company will pay the costs associated
with such coverage.

     3.   COBRA. At the conclusion of the ___ month period mentioned in Section
2 above, or Officer's termination of participation in the Group Health Plan
(characterized collectively hereinafter as the "Qualifying Event"), Officer may
continue participation in the Group Health Plan, at Officer's option and at
Officer's expense, for a period not to exceed eighteen (18) months from the date
of the Qualifying Event.

     4.   FULL SETTLEMENT AMOUNT. The aforementioned payments and benefits
specifically identified in Paragraphs 1, 2 and 3 (collectively, the "Company
Payments") constitute the full and entire amount of payment and benefits by the
Company that may be due under this Agreement or the Severance Agreement and
includes any and all amounts that are, or may be, owed to Officer by the
Company, including, but not limited to, severance payments, wages, and all other
benefits, if any. Officer understands and agrees that, except as specifically
provided in Paragraphs 1, 2, and 3, Officer shall be entitled to no further
payment or benefits from the Company. [COMPANY AND OFFICER ACKNOWLEDGE THAT THEY
ARE PARTIES TO SEPARATE NON-STATUTORY STOCK OPTION AGREEMENTS CONCERNING OPTIONS
TO ACQUIRE UP TO___________ SHARES OF THE COMPANY'S COMMON STOCK WHICH REMAIN IN
FULL FORCE AND EFFECT].

                                       17
<Page>

     5.   NON-COMPETITION AND NON-DISCLOSURE RESTRICTIONS.

          (a)  Officer understands and agrees that he has obtained Confidential
     Information (including, but not limited to, information not generally known
     regarding Company's sales and financial information, customer and marketing
     information, personnel information, strategic planning and related
     information, non-public methods of doing business, and trade secrets and
     other non-public information regarding manufacturing processes and methods)
     which Officer and Company agree is protected information. Officer agrees
     not to disclose, at any time except in furtherance of work for the Company,
     any of the aforementioned Confidential Information.

          (b)  Officer and Company further agree that for a period of
     twenty-four (24) months following the date of this Agreement
     ("Non-Competition Period"), Officer will not, directly or indirectly,
     either on Officer's account or in the service of or for any other(s), as an
     officer, director, stockholder, independent contractor, owner, partner,
     employee, promoter, consultant, manager, or otherwise, participate in the
     promotion, financing, ownership, operation or management of, or assist in
     or carry on through a proprietorship, corporation, partnership or other
     form of business entity or otherwise, any business activity which is
     directly or indirectly competitive with any services or products offered
     by, or any business activities pursued by, the Company within the existing
     Marketing Area of the Company. The parties agree that the Marketing Area
     includes any state or country where Company has a customer or has marketed
     its services or products during the term of Officer's employment.

          (c)  Officer further agrees that during the Non-Competition Period,
     Officer will not, directly or indirectly, in any capacity whatsoever,
     solicit or accept any business from any account or customer of Company nor
     will Officer, directly or indirectly, solicit or otherwise contact
     employees of Company regarding leaving the employ of the Company nor will
     Officer employ or manage any person who leaves the employ of Company after
     the execution of this Agreement without obtaining written approval from the
     then Chief Executive Officer of the Company.

          (d)  It is the intent of the parties to restrain the action of Officer
     only to the extent necessary for the protection of the legitimate business
     interests of the Company. Officer specifically covenants and agrees that
     should any of the provisions set forth in this Paragraph 5, under any set
     of circumstances, be deemed too broad for that purpose, said provision
     shall nonetheless be valid and enforceable to the extent provided by law
     and necessary for such protection.

          (e)  Officer further agrees that any violation by Officer of this
     Paragraph 5 will cause irreparable damage to Company in an exact amount
     which is impossible to ascertain, and for that reason Officer further
     agrees that Company shall be entitled, as a matter of right, to an
     injunction from any court of competent jurisdiction, restraining any
     further violation of the covenant by Officer and/or others with whom
     Officer is associated, either directly or indirectly; such right to an
     injunction, however, is cumulative and in addition to whatever remedies
     Company may have under applicable law and/or this Agreement.

          (f)  Officer agrees that violation of this Paragraph 5 will entitle
     Company to an award of its reasonable attorney's fees and costs incurred
     protecting the rights and

                                       18
<Page>

     interests of the Company related to such violation. The Company agrees that
     in the event it is finally determined by a court that the Company is not
     entitled to any relief under Paragraph 5, the Company will pay Officer's
     costs, including reasonable attorney's fees, incurred by Officer in
     defending such action. Officer further agrees that in the event it is
     finally determined by a Court that Officer has violated this Agreement,
     Officer shall forfeit all unexercised Company stock options (or the
     proceeds thereof) held by Officer as of the time of the contractual
     violation.

     6.   NON-DISPARAGEMENT. Officer agrees that he will in no way disparage the
Company or its respective current or former officers, directors and/or
employees. Officer further agrees that he will not make or solicit any comments,
statements or the like to the media or to others that may be considered to be
derogatory or detrimental to the good name or business reputation of the Company
or the aforementioned persons or entities.

     7.   CONFIDENTIALITY OF AGREEMENT. Officer agrees to advise the Company of
any attempt to compel testimony regarding the terms and conditions of this
Agreement, the underlying facts and circumstances of this Agreement, or any
payments or other actions taken by the Company pursuant to this Agreement as
soon as practicable, and in any event prior to so testifying, so as to allow
challenge to compelling said testimony. Officer agrees that if anyone except
Officer's attorneys or professional tax advisors makes any inquiries concerning
the terms and conditions of this Agreement, the underlying facts and
circumstances giving rise to this Agreement, or any payments or other actions
taken by the Company pursuant to this Agreement, he will respond only that "the
matter was amicably resolved." This provision and Agreement are entered into by
the Company based upon the material express representations of Officer that no
publication or public presentation of the facts or circumstances surrounding
Officer's termination of employment is planned or pending as a result of
disclosure by Officer, his attorney (if any), physicians, counselors,
associates, personal friends, or family members. For purposes of this Agreement,
"Disclosure" shall mean any communication, including, but not limited to,
conversations, interviews, speeches, articles, writings, or notes.

     8.   RELEASE. For and in consideration of the covenants, terms and
conditions set forth in this Agreement, Officer, for himself and his heirs,
agrees to and does hereby waive, covenant not to sue, releases, and forever
discharges the Company, and each and every one of Company's agents, officers,
executives, employees, successors, predecessors, attorneys, trustees, directors,
and assigns (hereafter in this Paragraph 8, all of the foregoing shall be
included in the term "Company"), from and with respect to all claims, charges,
demands, damages, causes of action, debts, liabilities, judgments, and suits of
every kind and nature whatsoever, foreseen or unforeseen, known or unknown,
arising prior to the date this Agreement becomes effective and including, but
not limited to, those in any way related to Officer's employment and/or
termination of employment. This release expressly includes, but is not limited
to, any claim or cause of action arising out of tort, contract, equity, implied
covenant, invasion of privacy, defamation, personal injury, wrongful discharge,
emotional distress, discrimination (whether based on race, sex, age, color,
national origin, religion, disability, or any other class protected by law),
harassment, retaliation, claims for workers' compensation benefits, claims for
unpaid wages, any claim under the Age Discrimination in Employment Act, 29
U.S.C. Section 621 ET SEQ., 42 U.S.C. Section 1981, Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. Section 2000e ET SEQ.,

                                       19
<Page>

the Civil Rights Act of 1866, 42 U.S.C. Section 1981, the Americans With
Disabilities Act, 42 U.S.C. Section 12101, ET SEQ., the Employee Retirement
Income Security Act of 1974, as amended, 29 U.S.C. Section 1001, ET SEQ., the
Family Medical Leave Act, 29 U.S.C. Section 2601 ET SEQ., the Illinois Human
Rights Act, 775 ILCS 5/1 ET SEQ., any claim under the Fair Labor Standards Act
of 1938, 29 U.S.C. Section 201 ET SEQ., any claim under common law, and any
claim under any federal, state or local statute, regulation, constitution, order
or executive order. This release also expressly includes, but is not limited to,
any claim for attorneys' fees or costs. Officer affirms that he has made no
charge, claim, complaint or action against Company in any government agency or
court and that no such matter is pending. Company and Officer agree that Officer
is not waiving any rights to indemnification, if any, that he may have from the
Company for prior acts or omissions during and within the course of his
employment by Company.

     9.   KNOWING AND VOLUNTARY WAIVER. OFFICER HEREBY ACKNOWLEDGES THAT HE IS
ENTERING INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY AND UNDERSTANDS THAT HE
IS WAIVING VALUABLE RIGHTS TO WHICH HE MAY OTHERWISE BE ENTITLED. OFFICER HEREBY
ACKNOWLEDGES THAT HE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY REGARDING THIS
AGREEMENT. OFFICER FURTHER ACKNOWLEDGES THAT HE CAN TAKE UP TO TWENTY-ONE (21)
CALENDAR DAYS TO EXECUTE THIS AGREEMENT AND FULLY UNDERSTANDS THE EFFECT OF
SIGNING THIS DOCUMENT. OFFICER ACKNOWLEDGES THAT HE WILL HAVE SEVEN (7) DAYS
AFTER EXECUTING THIS AGREEMENT IN WHICH TO RESCIND IT AND THAT THE AGREEMENT
WILL NOT BECOME EFFECTIVE (AND THAT HE IS ENTITLED TO NO COMPENSATION OR OTHER
BENEFITS UNDER THE AGREEMENT) UNTIL EIGHT (8) DAYS AFTER ITS EXECUTION. OFFICER
ACKNOWLEDGES THAT A SIGNIFICANT PART OF THE PAYMENTS AND OTHER BENEFITS PROVIDED
IN THIS AGREEMENT ARE CONSIDERATION FOR WAIVING ANY CLAIM OF AGE DISCRIMINATION
UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, 29 U.S.C. SECTION 621 ET SEQ.

     10.  COOPERATION. Officer agrees to cooperate in a reasonable manner with
representatives of the Company, including counsel, in legal matters for three
years following the execution of this Agreement. Officer agrees to make himself
available upon reasonable prior notice from Company, or its attorneys, to meet
with and consult with representatives and/or counsel and to be interviewed by
same, to provide documents, to be deposed, to testify at a hearing or trial or
to accede to any other reasonable request by Company in connection with any
threatened legal claim or any lawsuit either currently pending against Company
or any such lawsuit filed after Officer's separation. The Company hereby agrees
to pay Officer's reasonable and necessary expenses incurred by Officer in
complying with the request for cooperation from the Company. In the event that
Company determines that it is necessary to retain counsel to represent Officer,
Company will pay the reasonable attorney's fees associated with such
representation.

     11.  INJUNCTIVE RELIEF. In the event of a breach or threatened breach of
any of Officer's duties and obligations under this Agreement, Company shall be
entitled, in addition to any other legal or equitable remedies Company may have
in connection therewith (including any right to damages that Company may
suffer), to a temporary, preliminary and/or permanent injunction restraining
such breach or threatened breach. Officer agrees that he will pay the reasonable
attorney's fees, costs and expert fees, as they are incurred by the Company, in
the event of a breach or threatened breach of this Agreement.

                                       20
<Page>

     12.  INVALIDITY OF PROVISIONS. In the event that any provision of this
Agreement is adjudicated to be invalid or unenforceable under applicable law,
the validity or enforceability of the remaining provisions shall be unaffected.
To the extent that any provision of this Agreement is adjudicated to be invalid
or unenforceable because it is overbroad, that provision shall not be void but
rather shall be limited only to the extent required by applicable law and
enforced as so limited.

     13.  GOVERNING LAW. This Agreement shall be construed and governed by the
laws of the State of Illinois.

     14.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of any successors or assigns of Company. Officer's rights under
this Agreement shall not be assignable nor shall Officer's obligations be
delegable.

     15.  NO WAIVER. Any delay or failure by the Company to exercise a right
under this Agreement, or a partial or single exercise of that right, shall not
constitute a waiver of that or any other right.

     16.  ENTIRE AGREEMENT. This writing contains the whole and entire agreement
of the parties hereto and supersedes all prior and contemporaneous agreements,
representations and understandings. There are no other representations, promises
or covenants.

     17.  AMENDMENTS. No amendments or variations of the terms or conditions of
this Agreement shall be valid unless in writing and signed by the parties
thereto.

     18.  MISCELLANEOUS. Separate copies of the document shall constitute
original documents which may be signed separately but which together will
constitute one single agreement.

                            [Signatures on next page]

                                       21
<Page>

     IN WITNESS WHEREOF, the undersigned have executed this General Release
Agreement.

     I HAVE READ THIS GENERAL RELEASE AGREEMENT, UNDERSTANDING ALL ITS TERMS,
AND SIGN IT AS MY FREE ACT AND DEED.

Date:_________________________
                                         -----------------------------------
                                             J. Bruce Lancaster

     Subscribed and sworn to before me, a Notary Public, this ________ day of
____________, 2000__.

                                         -----------------------------------
                                             Notary Public

My Commission Expires:

     THE UNDERSIGNED HAS READ THIS GENERAL RELEASE AGREEMENT, UNDERSTANDING ALL
ITS TERMS, AND SIGNS IT ON BEHALF OF COMPANY AS THE FREE ACT AND DEED OF COMPANY
WITH FULL AUTHORITY TO EXECUTE THIS DOCUMENT ON BEHALF OF COMPANY.

                                         BOSS HOLDINGS, INC.

Date:_________________________           By:
                                            ------------------------------------
                                              Print Name:
                                                         -----------------------
                                              Title:
                                                    ----------------------------

     Subscribed and sworn to before me, a Notary Public, this _________ day of
__________, 200___.

                                         -----------------------------------
                                             Notary Public

My Commission Expires:

                                       22