EXECUTIVE SEVERANCE AGREEMENT

         This EXECUTIVE  SEVERANCE  AGREEMENT  ("Agreement") is  made  April 11,
2000,  between  Centennial  Technologies,  Inc.,  a  Delaware  corporation  (the
"Company"), and Richard N. Stathes ("Executive").

         WHEREAS, the Executive is employed by the Company as  an Executive Vice
President; and

         WHEREAS,  the parties desire to set forth their  respective  rights and
obligations in the event Executive ceases to be employed by the Company.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.  TERMINATION.  Executive's  employment  hereunder may be terminated under the
following circumstances:

         (a) Death.  Executive's  employment  hereunder shall terminate upon his
death.

         (b)  Disability.  If,  as a result  of  Executive's  incapacity  due to
physical  or mental  illness,  Executive  shall have been absent from his duties
hereunder on a full-time basis for one hundred eighty (180) calendar days in the
aggregate in any twelve (12) month period, the Company may terminate Executive's
employment hereunder.

         (c)  Termination  by Company  For Cause.  At any time the  Company  may
terminate  Executive's  employment  hereunder for Cause if such  termination  is
approved by a majority of the Board of Directors of the Company (the "Board") at
a meeting of the Board  called  and held for such  purpose.  Executive  shall be
given  notice  of any such  meeting  of the  Board  and  shall be  afforded  the
opportunity to make an oral  presentation  and provide written  materials to the
Board.  For  purposes of this  Agreement,  "Cause"  shall  mean:  (A) conduct by
Executive  constituting a material act of willful  misconduct in connection with
the performance of his duties, including,  without limitation,  misappropriation
of funds or  property  of the  Company or any of its  affiliates  other than the
occasional,  customary  and de minimis  use of  Company  property  for  personal
purposes;  (B)  criminal  or  civil  conviction  of  Executive,  a plea  of nolo
contendere  by  Executive  or conduct by  Executive  that  would  reasonably  be
expected to result in  material  injury to the  reputation  of the Company if he
were retained in his position with the Company,  including,  without limitation,
conviction of a felony  involving moral  turpitude;  (C) continued,  willful and
deliberate  non-performance  by Executive of his duties hereunder (other than by
reason of  Executive's  physical or mental  illness,  incapacity or  disability)
which has continued for more than thirty (30) days  following  written notice of
such  non-performance  from the Board;  (D) a breach by  Executive of any of the
provisions contained in Sections 3 or 4 of this Agreement; or


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(E) a violation  by Executive of the  Company's  employment  policies  which has
continued following written notice of such violation from the Board.

         (d)  Termination  Without Cause.  At any time the Company may terminate
Executive's  employment  hereunder without Cause if such termination is approved
by the Chief Executive Officer of the Company. Any termination by the Company of
Executive's  employment  under  this  Agreement  which  does  not  constitute  a
termination  for Cause under Section 1(c) or result from the death or disability
of the Executive under Section 1(a) or (b) shall be deemed a termination without
Cause.

         (e)  Termination by Executive.  At any time Executive may terminate his
employment  hereunder for any reason,  including but not limited to Good Reason.
Executive agrees,  if requested at any time by the Company,  to continue to work
for  the   Company  and  to  assist  in  the   transition   of  his  duties  and
responsibilities  to  another  person  for  30  days  following  his  Notice  of
Termination  (as defined below).  For purposes of this Agreement,  "Good Reason"
shall  mean  that  Executive  has  complied  with  the  "Good  Reason   Process"
(hereinafter  defined)  following the occurrence of any of the following events:
(A) a substantial  diminution or other substantive adverse change, not consented
to by  Executive,  in the  nature  or  scope  of  Executive's  responsibilities,
authorities,  powers,  functions or duties;  (B) demotion of Executive  from his
position  as  Executive  Vice  President  of the  Company;  (C)  an  involuntary
reduction in Executive's salary except for across-the-board reductions similarly
affecting  all or  substantially  all senior  executives  of the Company;  (D) a
breach  by the  Company  of any of its other  material  obligations  under  this
Agreement  and the failure of the Company to cure such breach within thirty (30)
days after written notice thereof by Executive;  (E) the involuntary  relocation
of the  Company's  offices  at which  Executive  is  principally  employed  to a
location more than fifty (50) miles from such offices, or the requirement by the
Company that  Executive be based anywhere other than such offices on an extended
basis,  except  for  required  travel  on the  Company's  business  to an extent
substantially  consistent with Executive's  business travel obligations;  or (F)
the failure of the Company to obtain the  agreement  from any  successor  to the
Company to assume and agree to perform this  Agreement as required by Section 6.
"Good Reason  Process"  shall mean that (i) Executive  reasonably  determines in
good faith that a "Good Reason" event has occurred;  (ii) Executive notifies the
Company in writing of the occurrence of the Good Reason event;  (iii)  Executive
cooperates in good faith with the Company's efforts,  for a period not less than
ninety  (90)  days  following  such  notice,  to modify  Executive's  employment
situation  in  a  manner   acceptable  to  Executive   and  Company;   and  (iv)
notwithstanding such efforts, one or more of the Good Reason events continues to
exist and has not been  modified in a manner  acceptable  to  Executive.  If the
Company cures the Good Reason event in a manner  acceptable to Executive  during
the ninety (90) day period, Good Reason shall be deemed not to have occurred.

         (f) Notice of  Termination.  Except for  termination  as  specified  in
Section 1(a), any  termination  of Executive's  employment by the Company or any
such  termination  by  Executive  shall be  communicated  by  written  Notice of
Termination to the other party hereto. For purposes of this Agreement, a "Notice
of  Termination"   shall  mean  a  notice  which  shall  indicate  the  specific
termination provision in this Agreement relied upon.


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         (g) Date of  Termination.  "Date of  Termination"  shall  mean:  (A) if
Executive's employment is terminated by his death, the date of his death; (B) if
Executive's employment is terminated on account of disability under Section 1(b)
or by the Company  for Cause under  Section  1(c),  the date on which  Notice of
Termination  is given;  and (C) if  Executive's  employment is terminated by the
Company under  Section 1(d), or terminated by the Executive  under Section 1(e),
thirty (30) days after the date on which a Notice of Termination is given.

2. COMPENSATION UPON TERMINATION OR DURING DISABILITY.

         (a) Death of Executive.  If Executive's employment terminates by reason
of his death,  the Executive's  beneficiaries  shall receive the proceeds of the
applicable life insurance policies maintained by or through the Company, subject
to the terms  and  conditions  thereof.  Upon the  death of the  Executive,  the
Executive's  options to purchase  stock of the  Company  which would have vested
within 90 days following the Date of Termination  had he remained as an employee
of the  Company  shall  be  deemed  vested  as of the Date of  Termination.  The
Executive's  estate or other  legal  representatives  shall  have the  remaining
option term to exercise  all stock  options  which were vested as of the Date of
Termination  or  which  vested  effective  as  of  such  date  pursuant  to  the
immediately preceding sentence.

         (b) Disability of Executive.  During any period that Executive fails to
perform his duties as an employee as a result of  incapacity  due to physical or
mental  illness,  Executive  shall receive at the election of the Company either
his then current salary or the applicable benefits to which he would be entitled
pursuant to any short-term or long-term  disability  benefits program maintained
by the Company,  in each case until Executive's  employment is terminated due to
disability in accordance  with Section 1(b) or until  Executive  terminates  his
employment in accordance with Section 1(e),  whichever  first occurs.  Following
such termination,  Executive may receive benefits under the Company's  long-term
disability  plan subject to the terms and conditions  thereof.  Upon the Date of
Termination,  the  Executive's  options to purchase  stock of the Company  which
would  have  vested  within 90 days  following  the Date of  Termination  had he
remained as an employee of the Company  shall be deemed vested as of the Date of
Termination.  The Executive shall have the remaining option term to exercise all
stock  options which were vested as of the Date of  Termination  or which vested
effective as of such date pursuant to the immediately preceding sentence.

         (c) Termination by Executive.  If Executive's  employment is terminated
by Executive  other than for Good Reason as provided in Section  1(e),  then the
Company  shall  have no  further  obligations  to  Executive  provided  any such
termination  shall not adversely  affect or alter  Executive's  rights under any
employee  benefit  plan  of the  Company  in  which  Executive,  at the  Date of
Termination,  has a vested interest,  unless otherwise provided in such employee
benefit  plan  or any  agreement  or  other  instrument  attendant  thereto.  In
addition,  all vested but unexercised  stock options held by Executive as of the
Date of Termination shall cease to be exercisable by Executive 90 days after the
Date of Termination or the end of the option term, if earlier.


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         (d) Termination  without Cause. If Executive  terminates his employment
for Good Reason as  provided in Section  1(e) or if  Executive's  employment  is
terminated  by the Company  without  Cause as provided  in Section  1(d),  then,
subject to the  execution by Executive of a general  release of claims in a form
and manner  satisfactory  to the Company,  Executive shall receive the following
benefits.

                  (i) Executive  shall be paid severance pay equal to his salary
         for the following  number of months  following the Date of  Termination
         based on the number of full calendar  months  Executive was employed by
         the Company:

                  Number of Full Calendar             Number of Months of Salary
                  Months Employed by Company          to be paid to Executive
                  --------------------------          -----------------------

                  Less than 12 months                         6
                  12 months or more but less                  15
                       than 24 months
                  24 months or more                           18


         The amount of such severance pay shall be based on  Executive's  salary
         in effect on the date Notice of  Termination  is given.  The  severance
         payment may be paid at the  discretion  of the Company  either (A) in a
         single  lump-sum  amount  payable  within 30 days following the Date of
         Termination,  or  (B)  in  bi-weekly  installments  (without  interest)
         consistent  with the Company's  normal  policies for the payment of its
         executives. Executive shall be responsible for all taxes payable on the
         severance  payments and the Company is  authorized to withhold from any
         such payment the appropriate withholding amounts.

                  (ii) The Company shall provide Company-paid coverage under its
         general  medical  and dental  plans (as they may be modified or amended
         from time to time) for  Executive  for that number of months  following
         the Date of  Termination  equal to the  applicable  number of months of
         severance  pay that the  Company is  required  to pay  Executive  under
         Section  2(d)(i) above.  Notwithstanding  the foregoing,  the Company's
         obligation  under this  Section  2(d)(ii)  shall  terminate  as soon as
         Executive is eligible to be covered  under any other  medical or dental
         plan,  including  any plan of any  subsequent  employer  of  Executive.
         Executive  agrees to give prompt written notice to the Company whenever
         he becomes eligible to participate in any other medical or dental plan.

                  (iii) Upon the date of Termination, the Executive's options to
         purchase  stock of the Company  which would have vested  within 90 days
         following  the Date of  Termination  had he remained an employee of the
         Company shall be deemed vested as of the Date of Termination. Executive
         shall have the  remaining  option  term to exercise  all stock  options
         which  were  vested  as of the  Date of  Termination  or  which  vested
         effective  as of  such  date  pursuant  to  the  immediately  preceding
         sentence.


<PAGE>



         (e) Termination  for Cause. If Executive's  employment is terminated by
the Company for Cause as provided in Section  1(c),  then the Company shall have
no further  obligations to Executive,  provided any such  termination  shall not
adversely affect or alter Executive's  rights under any employee benefit plan of
the  Company  in  which  Executive,  at the  Date of  Termination,  has a vested
interest,  unless  otherwise  provided  in  such  employee  benefit  plan or any
agreement or other instrument attendant thereto. In addition, all unvested stock
options  held by  Executive  as of the  Date of  Termination  shall  immediately
terminate  and be of no further  force and effect.  In addition,  all vested but
unexercised  stock options held by Executive as of the Date of Termination shall
cease to be  exercisable  by Executive 90 days after the Date of  Termination or
the end of the option term, if earlier.

         (f)  Construction.  Executive may be a party to an Executive  Retention
Agreement  which  provides  for benefits in the event  Executive  is  terminated
following a change in control of the Company (a "Change in Control  Agreement").
In the event Executive is entitled to receive benefits under both this Agreement
and a Change in Control  Agreement,  then Executive  shall not receive  benefits
under both such  agreements  but  instead  must elect in writing  within 20 days
following  his Date of  Termination  under which such  agreement he will receive
benefits. If Executive fails to make such election within such time period, then
the Company shall have the right to elect under which such agreement it will pay
benefits.  The  election  made by  Executive or the Company as set forth in this
Section 2(f) is  irrevocable,  and once made the  agreement  not selected  shall
immediately terminate and become null and void.

3. UNAUTHORIZED DISCLOSURE.

         (a) Confidential Information. Executive acknowledges that in the course
of his  employment  with the Company,  he has been  allowed to become,  and will
continue  to be  allowed  to  become,  acquainted  with the  Company's  business
affairs,  information,   trade  secrets,  and  other  matters  which  are  of  a
proprietary or confidential  nature,  including but not limited to the Company's
and  its  affiliates'  operations,   business  opportunities,   price  and  cost
information,  finance,  customer  information,  business  plans,  various  sales
techniques,   manuals,  letters,  notebooks,   procedures,   reports,  products,
processes,   services,   and  other   confidential   information  and  knowledge
(collectively the "Confidential  Information")  concerning the Company's and its
affiliates'   business.   Executive   understands  and  acknowledges   that  the
Confidential  Information  is  confidential,  and he agrees not to disclose such
Confidential Information to anyone outside the Company except to the extent that
(i) Executive deems such  disclosure or use reasonably  necessary or appropriate
in  connection  with  performing  his  duties  on behalf  of the  Company;  (ii)
Executive is required by order of a court of competent jurisdiction (by subpoena
or similar  process)  to  disclose  or  discuss  any  Confidential  Information,
provided that in such case,  Executive shall promptly inform the Company of such
event,  shall  cooperate  with the Company in  attempting to obtain a protective
order  or to  otherwise  restrict  such  disclosure,  and  shall  only  disclose
Confidential Information to the minimum extent necessary to comply with any such
court order; (iii) such Confidential  Information becomes generally known to and
available  for use in the  Company's  industry,  other  than as a result  of any
action or inaction by Executive;  or (iv) such information has been published in
a form generally available to the public prior to the date Executive proposes to
disclose or use such information. Executive further agrees that he


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will not during  employment  and/or at any time thereafter use such Confidential
Information in competing, directly or indirectly, with the Company. At such time
as Executive shall cease to be employed by the Company, he will immediately turn
over to the Company all Confidential  Information,  including papers, documents,
writings,  electronically stored information,  other property, and all copies of
them provided to or created by him during the course of his employment  with the
Company.

         (b)  Heirs,  successors,  and  legal  representatives.   The  foregoing
provisions  of  this  Section  3  shall  be  binding  upon  Executive's   heirs,
successors,  and legal  representatives.  The provisions of this Section 3 shall
survive the termination of this Agreement for any reason.

4. COVENANT NOT TO COMPETE. EXECUTIVE AGREES AS FOLLOWS:

         (a) Noncompetition.  During Executive's employment with the Company and
for the Post-Termination Period (as defined below), Executive will not, directly
or indirectly,  as an owner,  director,  principal,  agent,  officer,  employee,
partner, consultant, or otherwise, carry on, operate, manage, control, or become
involved in any manner with any business, operation,  corporation,  partnership,
association,  agency,  or other  person or entity which is engaged in a business
that is competitive in any  geographic  area with any of the Company's  products
which are produced by the Company or any affiliate of the Company as of the date
of Executive's  termination of employment with the Company;  provided,  however,
that the foregoing  shall not prohibit  Executive  from owning up to one percent
(1%) of the  outstanding  stock of any publicly  held  company.  As used herein,
"Post-Termination  Period" means the period following termination of Executive's
employment with the Company for any reason  whatsoever equal to the longer of 12
months or the period for which the  Executive is receiving any benefits from the
Company pursuant to Section 2 hereof.

         (b) Nonsolicitation. During Executive's employment with the Company and
for the  Post-Termination  Period,  Executive  will not  directly or  indirectly
solicit or induce any present or future employee of the Company or any affiliate
of the  Company  to  accept  employment  with  Executive  or with any  business,
operation,  corporation,  partnership,  association,  agency, or other person or
entity with which Executive may be associated,  and Executive will not employ or
cause any business, operation, corporation, partnership, association, agency, or
other  person or entity with which  Executive  may be  associated  to employ any
present or future employee of the Company without providing the Company with ten
(10) days' prior written notice of such proposed employment.

5. NOTICE. For purposes of this Agreement,  notices and all other communications
provided  for in the  Agreement  shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States certified mail, return
receipt requested, postage prepaid,

<PAGE>



 addressed as follows:

         if to the Executive:

                  At his home address as shown
                  in the Company's personnel records;

         if to the Company:

                  Centennial Technologies
                  7 Lopez Road
                  Wilmington, MA 01887
                  Attention: Chief Executive Officer

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

6. SUCCESSOR TO COMPANY. The Company shall require any successor (whether direct
or  indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all or
substantially  all of the business or assets of the Company  expressly to assume
and agree to perform this Agreement to the same extent that the Company would be
required to perform it if no succession had taken place.  Failure of the Company
to obtain an assumption of this  Agreement at or prior to the  effectiveness  of
any  succession  shall be a breach of this Agreement and shall  constitute  Good
Reason if the Executive elects to terminate employment.

7. VALIDITY.  The invalidity or  unenforceability of any provision or provisions
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this  Agreement,  which shall remain in full force and effect.  The
invalid portion of this Agreement, if any, shall be modified by any court having
jurisdiction to the extent necessary to render such portion enforceable.

8. COUNTERPARTS. This Agreement may be executed in several counterparts, each of
which  shall  be  deemed  to be an  original  but  all of  which  together  will
constitute one and the same instrument.

9.  ARBITRATION;  OTHER  DISPUTES.  In the event of any  dispute or  controversy
arising  under or in  connection  with this  Agreement,  the parties shall first
promptly  try in good faith to settle such dispute or  controversy  by mediation
under  the  applicable  rules of the  American  Arbitration  Association  before
resorting  to  arbitration.  In the event such  dispute or  controversy  remains
unresolved in whole or in part for a period of thirty (30) days after it arises,
the parties will settle any  remaining  dispute or  controversy  exclusively  by
arbitration  in  Boston,  Massachusetts,  in  accordance  with the  rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction.  Notwithstanding the above,
the Company shall be entitled to seek a  restraining  order or injunction in any
court of competent  jurisdiction to prevent any continuation of any violation of
Section 3 or 4 hereof. In addition, in


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the  event  Executive  violates  any of the  provisions  of  Section  4, then in
addition to all other rights and remedies  available to the Company at law or in
equity, the duration of the covenant contained in Section 4 shall  automatically
be extended  for the period of time from which  Executive  began such  violation
until he permanently ceases such violation.  Furthermore, should a dispute occur
concerning  Executive's mental or physical capacity as described in Section 1(b)
or 2(b),  a doctor  selected by Executive  and a doctor  selected by the Company
shall be entitled to examine  Executive.  If the opinion of the Company's doctor
and Executive's  doctor conflict,  the Company's  doctor and Executive's  doctor
shall together agree upon a third doctor, whose opinion shall be binding.

10. THIRD-PARTY AGREEMENTS AND RIGHTS.  Executive represents to the Company that
Executive's  employment  with the  Company  does  not  violate  any  obligations
Executive may have to any employer or other party,  and Executive will not bring
to the  premises  of the  Company any copies or other  tangible  embodiments  of
non-public   information  belonging  to  or  obtained  from  any  such  previous
employment or other party.

11.  LITIGATION  AND  REGULATORY  COOPERATION.   During  and  after  Executive's
employment, Executive shall reasonably cooperate with the Company in the defense
or prosecution of any claims or actions now in existence or which may be brought
in the future  against  or on behalf of the  Company  which  relate to events or
occurrences  that  transpired  while  Executive  was  employed  by the  Company;
provided,  however,  that such  cooperation  shall not  materially and adversely
affect  Executive or expose  Executive to an increased  probability  of civil or
criminal litigation.  Executive's  cooperation in connection with such claims or
actions  shall  include,  but not be limited to,  being  available  to meet with
counsel to prepare for  discovery  or trial and to act as a witness on behalf of
the  Company  at  mutually   convenient  times.  During  and  after  Executive's
employment,  Executive also shall cooperate fully with the Company in connection
with any  investigation  or review  of any  federal,  state or local  regulatory
authority as any such  investigation  or review relates to events or occurrences
that transpired  while Executive was employed by the Company.  The Company shall
provide  Executive  with  compensation  on an  hourly  basis (to be based on his
salary  in effect  at the Date of  Termination)  for  requested  litigation  and
regulatory cooperation that occurs after his termination of employment.

12. MISCELLANEOUS.  No provisions of this Agreement may be modified,  waived, or
discharged  unless  such  waiver,  modification,  or  discharge  is agreed to in
writing  and  signed by  Executive  and such  officer  of the  Company as may be
specifically  designated  by the Board.  No waiver by either party hereto of any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise,  express or implied,  unless specifically referred to herein,
with respect to the subject  matter  hereof have been made by either party which
are not set forth expressly in this Agreement. Any references herein to any year
shall mean the fiscal year of the Company.  Any use of  masculine  terms such as
"he" or "his" shall be deemed to mean the  corresponding  feminine  terms if the
Executive is female. The validity, interpretation, construction, and performance
of  this  Agreement  shall  be  governed  by the  laws  of the  Commonwealth  of
Massachusetts (without regard to principles of conflicts of laws).


<PAGE>


         IN WITNESS  WHEREOF,  the parties  have  executed  this  Agreement as a
sealed instrument effective on the date and year first above written.

                                                   CENTENNIAL TECHNOLOGIES, INC.


                                                   By:  /S/ L. MICHAEL HONE
                                                        ------------------------
                                                        L. Michael Hone,
                                                        Chief Executive Officer


                                                   EXECUTIVE

                                                   /S/ RICHARD N. STATHES
                                                   -----------------------------
                                                   Richard N. Stathes