<PAGE>


                                                                    EXHIBIT 10.9




                              EMPLOYMENT AGREEMENT


     This Agreement is made as of the 27th day of November, 1996 between Statia
Terminals Group N. V., a Netherlands Antilles corporation, having a registered
office at L.B. Smithplein 3, Curacao, Netherlands Antilles (the "Company");
Statia Terminals, Inc., a Delaware corporation, with offices at 800 Fairway
Drive, Suite 295, Deerfield Beach, Florida 33441 (the "Subsidiary"); and John D.
Franklin, an individual with an address of 9601 Orange Dr., Ft. Lauderdale, FL
33328 (the "Employee").

                                 R E C I T A L S

     WHEREAS, the Company has entered into a certain Amended and Restated Stock
Purchase and Sale Agreement dated as of November 4, 1996, among the Company and
certain other corporations (the "Purchase and Sale Agreement") pursuant to which
the Company shall, directly or indirectly, acquire all of the issued and
outstanding shares of the common stock of the Subsidiary;

     WHEREAS, the Employee has been and is presently in the employ of the
Subsidiary and is presently serving as Vice President, Marine Fuels of the
Subsidiary;

     WHEREAS, the Employee possesses an intimate knowledge of the business and
affairs of the Subsidiary and its policies, procedures, methods and personnel;

     WHEREAS, the Company desires to secure the continued services and
employment of the Employee on behalf of the Subsidiary, and the Employee desires
to be employed by the Subsidiary, upon the terms and conditions hereinafter set
forth.


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

     1. Employment. The Company hereby agrees to cause the Subsidiary to employ
and continue to employ the Employee as Vice President, Marine







<PAGE>



                                                                    EXHIBIT 10.9
                                                                          Page 2




Fuels of the Subsidiary and the Subsidiary hereby agrees to employ and continue
to employ the Employee as Vice President, Marine Fuels, and the Employee accepts
such employment for the term of the employment specified in Section 3 hereof
(the "Employment Term"). During the Employment Term, the Employee shall serve as
the Vice President, Marine Fuels of the Subsidiary, performing such duties and
having such authority as shall be reasonably required of an executive-level
employee of the Subsidiary, reporting only to the President and Chief Executive
Officer and the Board of Directors of the Subsidiary (the "Board"), and shall
have such other powers and perform such other additional executive duties as may
from time to time be assigned to him by the President and Chief Executive
Officer or the Board. Such duties being performed and such authority being
exercised shall be at least commensurate with the duties being performed and
authority being exercised by the Employee immediately prior to the date of this
Agreement.

     2. Performance. The Employee will serve the Subsidiary faithfully and to
the best of his ability and will devote substantially all of his time, energy,
experience and talents during regular business hours and as otherwise reasonably
necessary to such employment, to the exclusion of all other business activities;
provided however, that such exclusion shall not prohibit the Employee from
attending to the Employee's personal matters and/or financial and investment
affairs (which financial or investment affairs shall not conflict with the
business of the Subsidiary or the Company and is subject to the provisions of
Section 12 hereof) during regular business hours as may from time-to-time be
reasonably necessary so long as attendance to such matters and affairs does not
interfere with the performance of the Employee's duties hereunder.

     3. Employment Term. Subject to earlier termination pursuant to Section 7
hereof the Employment Term shall (i) begin on the date of this Agreement and
continue until December 31, 1999 and (ii) be automatically renewed for
successive two-year periods thereafter, unless, at least 90 days before the end
of the initial term or any subsequent two-year period, either party gives notice
to the other of his or its desire to terminate this Agreement, in which case it
shall terminate as of the end of such term or period. Notwithstanding the
foregoing, if after December 31, 1997, there is a Change in Control (as
hereinafter defined) which occurs during the Employment Term, the Employment
Term shall be extended automatically for a period of two years from and after
the date of such Change in Control and shall not be automatically renewed
thereafter.


                                       2

<PAGE>



                                                                    EXHIBIT 10.9
                                                                          Page 3





     4. Compensation.

          (a) Salary. During the Employment Term, the Company shall cause the
     Subsidiary to pay the Employee a base salary, payable in equal bi-weekly
     installments, subject to withholding and other applicable taxes, at an
     annual rate of not less than Ninety-Four Thousand Nine Hundred Sixty-Seven
     U.S. Dollars ($94,967). Such base salary shall be reviewed in January,
     1997, and at least annually thereafter.

          (b) Cash Incentive Bonus. For the calendar year 1997 and for each
     subsequent calendar year, or portion thereof, during the Employment Term, a
     reasonable target EBITDA (as defined below) for each calendar year and a
     target bonus for the Employee for such calendar year shall be established
     by the Board in its discretion after receiving the recommendation of the
     management of the Subsidiary, and as soon as practicable after the end of
     each such calendar year as the actual EBITDA achieved for such calendar
     year has been determined, the Company shall cause the Subsidiary to pay to
     the Employee a lump sum bonus determined as follows:


-------------------------------------------------------------------------
% of Target EBITDA Achieved
                                             % of Target Bonus to be Paid
--------------------------------------------
 At Least           But Less Than
-------------------------------------------------------------------------
    -                     85                           None
-------------------------------------------------------------------------
    85                    90                            85
-------------------------------------------------------------------------
    90                    95                            90
-------------------------------------------------------------------------
    95                   100                            95
-------------------------------------------------------------------------
   100                   105                            100
-------------------------------------------------------------------------
   105                   110                            105
-------------------------------------------------------------------------
   110                   115                            110
-------------------------------------------------------------------------
   115                   120                            115
-------------------------------------------------------------------------
   120                   125                            120
-------------------------------------------------------------------------
125 and above             -                             125
-------------------------------------------------------------------------



                                       3
<PAGE>


                                                                    EXHIBIT 10.9
                                                                          Page 4



     If during the course of any calendar year, the Company shall sell or
     otherwise dispose of five percent (5%) or more of the total assets of the
     Company and its subsidiaries, the Board shall establish a revised EBITDA
     target for such calendar year after receiving management's recommendation.

          "EBITDA" shall mean for any period, the (a) net income (or net loss)
     of the Company and its subsidiaries plus (b) the sum of (i) interest
     expense, (ii) income tax expense, (iii) depreciation expense, (iv)
     amortization expense, and (v) extraordinary or unusual losses deducted in
     calculating net income (or net loss) less (c) extraordinary or unusual
     gains added in calculating net income (or net loss), in each case
     determined in accordance with generally accepted accounting principles at
     the end of each such calendar year for the Company and its subsidiaries on
     a consolidated basis, and plus (d) any fees paid to or expenses incurred by
     the Company pursuant to the Management Agreement between the Company and an
     Affiliate (as hereinafter defined) of a stockholder of the Company dated
     November __, 1996.

          (c) Employee Benefits. The Employee shall be entitled to and shall
     receive employee benefits or participate in plans and programs maintained
     by or on behalf of the Subsidiary which are otherwise made available to
     employees of the Subsidiary, including but not limited to, medical, health,
     accident and disability plan, cafeteria plan and 401(k) plan.

          (d) Additional Benefits. In addition to the other compensation payable
     to the Employee hereunder, during the Employment Term, the Company shall
     cause the Subsidiary to furnish at its expense an automobile, or a
     reasonable allowance in lieu thereof at the option of the Subsidiary,
     office, reasonable secretarial services, and such other supplies,
     equipment, facilities, services and emoluments appropriate to such
     Employee's position.

          (e) Paid Time Off. Employee shall be entitled to paid vacation,
     holidays, and sick leave during each calendar year of employment in
     accordance with policies of the Subsidiary. Vacation may only be taken at
     times mutually convenient for the Subsidiary and the Employee. The
     Subsidiary may elect to pay out all accrued and unused vacation time as of
     December 31 of any calendar year in January of the following calendar year.
     Such pay out will be at the then prevailing rate of annual compensation. No
     more than four weeks vacation time may be accrued at any time.






<PAGE>


                                                                    EXHIBIT 10.9
                                                                          Page 5





     5. Expenses. The Employee shall be entitled to be reimbursed by the
Subsidiary for all reasonable expenses incurred by him in connection with the
performance of his duties hereunder in accordance with policies established by
the Board from time to time and upon receipt of appropriate documentation.

     6. Secret Processes and Confidential Information. For the Employment Term
and thereafter (a) the Employee will not divulge, transmit or otherwise disclose
(except as legally compelled by court order, and then only to the extent
required, after prompt notice to both the Company and the Subsidiary of any such
order), directly or indirectly, other than in the regular and proper course of
business of the Company and/or the Subsidiary, any confidential knowledge or
information with respect to the operations or finances of the Subsidiary or the
Company or any of their subsidiaries or Affiliates, or with respect to
confidential or secret processes, services, techniques, customers or plans with
respect to the Company and/or the Subsidiary, and (b) the Employee will not use,
directly or indirectly, any confidential information for the benefit of anyone
other than the Company and/or the Subsidiary; provided, however, that the
Employee has no obligation, express or implied, to refrain from using or
disclosing to others any such knowledge or information which is or hereafter
shall become available to the public other than through disclosure by the
Employee.

     To the greatest extent possible, any Work Product (as hereinafter defined)
shall be deemed to be "work made for hire" (as defined in the Copyright Act, 17
U.S.C.A. ss. 101 et seq., as amended) and owned exclusively by the Subsidiary.
The Employee hereby unconditionally and irrevocably transfers and assigns to the
Subsidiary all right, title and interest the Employee may currently have or in
the future may have by operation of law or otherwise in or to any Work Product,
including, without limitation, all patents, copyrights, trademarks, service
marks and other intellectual property rights. The Employee agrees to execute and
deliver to the Subsidiary any transfers, assignments, documents or other
instruments which the Company may deem necessary or appropriate to vest complete
title and ownership of any Work Product, and all rights therein, exclusively in
the Subsidiary.

     During the term of this Agreement and thereafter, Employee shall not take
any action to disparage or criticize to any third parties any of the services of
the Company and/or the Subsidiary or to commit any other action that injures or
hinders the business relationships of the Company and/or the Subsidiary.



                                       5


<PAGE>


                                                                    EXHIBIT 10.9
                                                                          Page 6



     All files, records, documents, memorandums, notes or other documents
relating to the business of Company and/or the Subsidiary, whether prepared by
Employee or otherwise coming into his possession in the course of the
performance of his services under this Agreement, shall be the exclusive
property of Company and shall be delivered to Company and not retained by
Employee upon termination of this Agreement for any reason whatsoever.

     7. Termination.

          (a) Mutual Agreement. The employment of the Employee hereunder may be
     terminated at any time by the mutual agreement of the parties hereto.


          (b) Termination for Substantial Cause. The Subsidiary may at any time
     upon thirty (30) days prior written notice to the Employee, terminate the
     employment of the Employee for Substantial Cause (as hereinafter defined).

          (c) Termination by the Employee. The Employee shall be entitled to
     terminate his employment without being in violation of any provision of
     this Agreement upon 30 days prior written notice to the Subsidiary (i) for
     Good Reason; (ii) upon retirement pursuant to the CBI Pension Plan, as
     amended effective August 1, 1996, or pursuant to any other plan or policy
     of the Subsidiary; or (iii) at any time and for any reason after the
     Employee has attained the age of sixty-five (65) years.

          (d) Termination by Death or Disability. The employment of the Employee
     shall terminate upon the death of the Employee or the inability of the
     Employee to perform his duties as a result of physical or mental disability
     for an aggregate of 90 days in any 180 day period, as determined in good
     faith by the Board ("Disability").

     8. Definitions. For purposes of this Agreement:

          (a) "Business" shall mean the business of owning, leasing or operating
     petroleum and other bulk liquid blending, trans-shipment, storage or
     processing facilities or providing related terminaling services such as
     supply of bunker fuel for vessels, emergency and spill response services;
     brokering of product trades and vessel representation.


                                       6

<PAGE>



                                                                    EXHIBIT 10.9
                                                                          Page 7




          (b) "Substantial Cause" shall mean:

               (i) Conviction of the Employee of a crime constituting a felony
          in the jurisdiction in which committed, or for any other criminal act
          against the Subsidiary or the Company involving dishonesty or willful
          misconduct intended to injure the Subsidiary or the Company or any
          Affiliate of either of them in any substantial way (whether or not a
          felony and whether or not criminal proceedings are initiated);

               (ii) Failure or refusal of the Employee in any material respect
          to perform his obligations under this Agreement or the duties of his
          employment or to follow the lawful and proper directives of the Board,
          other than by reason of a Disability provided such duties or
          directives are consistent with this Agreement, and such failure or
          refusal continues uncured for a period of sixty (60) days after
          written notice thereof from the Subsidiary to the Employee which
          specifies (i) the nature of such failure or refusal, and (ii) the
          reasonable action of the Employee necessary for cure;

               (iii) Any willful or intentional misconduct of the Employee
          committed for the purpose, or having the reasonably foreseeable
          effect, of injuring in a substantial way the Company, the Subsidiary,
          or any Affiliate of either of them, or their respective businesses or
          reputations; or

               (iv) Any conduct by Employee that causes the Subsidiary or any of
          its Affiliates to violate any state or federal law relating to the
          workplace environment or any violation of any written policy of the
          Subsidiary providing for termination in the event of violation of such
          policy.

          (a) "Good Reason" shall mean:

               (i) a significant reduction in the authorities, duties, or
          responsibilities of Employee other than as a result of sales of assets
          as contemplated by the Purchase and Sale Agreement;



                                        7
<PAGE>


                                                                    EXHIBIT 10.9
                                                                          Page 8


               (ii) assignment to an office location which is more than 100

          miles from the office location of the Employee as of the date of this
          Agreement; or

               (iii) material breach of this Agreement by the Subsidiary or the
          Company which is not cured within thirty (30) days after written
          notice of such breach is given by the Employee to the Company and the
          Subsidiary.

          (b) "Change in Control" shall mean the occurrence of any of the
     following events with respect to the Company or with respect to the
     Subsidiary:

               (i) a merger, consolidation, combination, reorganization or other
          transaction resulting in less than fifty percent (50%) of the combined
          voting power of the surviving or resulting entity being owned by the
          former shareholders of the Company or the Subsidiary, as applicable;

               (ii) the sale or other disposition of all or substantially all of
          the assets or business of the Company or the Subsidiary, as applicable
          other than to an Affiliate of the Company or the Subsidiary, as
          applicable; or

               (iii) during any period of two (2) consecutive years, individuals
          who at the beginning of such period constituted the Board of Directors
          of the Company or of the Subsidiary, as applicable, cease for any
          reason to constitute at least a majority of such board, unless the
          election, or nomination for the election by the shareholders of the
          Company or the Subsidiary, respectively, of each new director was
          approved by at least two-thirds of the directors then still in office
          who were directors at the beginning of the period;

provided, however, that, the foregoing to the contrary notwithstanding, in no
event shall any Change in Control be deemed to occur, for purposes of this
Agreement, as the direct or indirect result of the occurrence of any of the
transactions contemplated under the Purchase and Sale Agreement.


                                       8

<PAGE>


                                                                    EXHIBIT 10.9
                                                                          Page 9




          (c) "Affiliate" shall mean, with respect to any Person, any entity
     that directly or indirectly through one or more intermediaries controls, is
     controlled by or is under common control with such Person.

          (d) "Person" shall mean any corporation, partnership, limited
     liability company, joint venture, association, joint stock company, trust,

     unincorporated organization or other entity or organization.

          (e) "Work Product" shall mean work product, property, data
     documentation or information of any kind relating to the Business,
     prepared, conceived, discovered, developed or created by the Employee for
     the Subsidiary or any of the Subsidiary's Affiliates, clients or customers
     while the Employee is employed by the Subsidiary.

          (f) "Disability" shall have the meaning specified in Section 7(d)
     hereof.

     9. Directors and Officers Insurance and Indemnification. The Subsidiary
shall provide directors and officers insurance covering the Employee for events
occurring during the Employment Term on terms at least as favorable as coverage
for Directors of the Company, and the Subsidiary shall provide indemnification
to the Employee to the full extent allowed by the law of its jurisdiction of
incorporation.

     10. Severance.

          (a) If the Employee's employment is terminated by the Subsidiary
     without Substantial Cause or by the Employee for Good Reason, then without
     further liability of the Subsidiary or the Company the Employee shall be
     entitled to (i) medical and dental benefits as provided immediately prior
     to the date of termination which shall continue for the Severance Period
     (as hereinafter defined) (which shall be terminated sooner to the extent
     provided by another employer) and (ii) severance compensation for the
     Severance Period following any such termination, payable in equal monthly
     installments, subject to withholding and other applicable taxes, at an
     annual rate equal to the Employees base rate of pay for the year of
     termination. In addition, the Employee will be entitled to a pro rata
     portion of the bonus compensation referred to in Section 4(b) hereof for
     the year of termination only



                                       9

<PAGE>


                                                                    EXHIBIT 10.9
                                                                         Page 10




     as and when ordinarily determined for such year. For the purposes of this
     Agreement, "Severance Period" shall mean a period commencing on the date of
     any such termination and ending on the expiration of the Employment Term
     (determined as of the date of such termination without giving effect to
     such termination); provided, however, that the Severance Period shall not
     be less than one year.


          (b) If the Employee's employment is terminated for any other reason,
     then without further liability of the Subsidiary or the Company, the
     Employee shall be entitled to the salary, expenses and benefits accrued to
     the termination date (excluding the bonus referred to in Section 4(b)
     hereof).

     11. Notice. Any notices required or permitted hereunder shall be in
writing, signed and shall be deemed to have been given when personally delivered
or when mailed, certified or registered mail, postage prepaid, to the following
addresses:

     If to the Employee:

            John D. Franklin
            9601 Orange Dr.
            Ft. Lauderdale, FL 33328

     If to the Subsidiary:

             Statia Terminals, Inc.
             800 Fairway Drive
             Suite 295
             Deerfield Beach, Florida 33441
             Attention: Board of Directors

     With a copy to:

             Castle Harlan Partners II, L.P.
             150 East 58th Street
             37th Floor
             New York, New York 10015
             Attention: David B. Pittaway



                                       10


<PAGE>


                                                                    EXHIBIT 10.9
                                                                         Page 11




     and a copy to:

              Kaye, Scholer, Fierman,
                 Hays & Handler, LLP
              425 Park Avenue
              New York, NY  10022
              Attention:  Brian Christaldi, Esq.


     If to the Company:

              Statia Terminals Group N. V.
              c/o Statia Terminals Inc.
              800 Fairway Drive
              Suite 295
              Deerfield Beach, Florida 33441
              Attention: Board of Directors

     With a copy to:

              Castle Harlan Partners II, L.P.
              150 East 58th Street
              37th Floor
              New York, New York 10015
              Attention: David B. Pittaway

     and a copy to:

               Kaye, Scholer, Fierman,
                  Hays & Handler, LLP
               425 Park Avenue
               New York, NY  10022
               Attention:  Brian Christaldi, Esq.

     Each of the Employee, the Subsidiary and the Company may change its address
for purposes of this Section by sending notice to the other parties.



                                       11

<PAGE>


                                                                    EXHIBIT 10.9
                                                                         Page 12




     12. Non-Competition. The Employee shall not, at any time during the
Employment Term and for a period of eighteen months thereafter, directly or
indirectly, except where specifically contemplated by the terms of his
employment or this Agreement, (a) be employed by, engage in or participate in
the ownership, management, operation or control of, or act in any advisory or
other capacity for, any Competing Entity which conducts its business within the
Territory (as the terms Competing Entity and Territory are hereinafter defined);
provided, however, that notwithstanding the foregoing, the Employee may make
solely passive investments in any Competing Entity the common stock of which is
publicly held and of which the Employee shall not own or control, directly or
indirectly, in the aggregate securities which constitute 5% or more of the
voting rights or equity ownership of such Competing Entity; or (b) solicit or

divert any business or any customer from the Subsidiary or any Affiliate of the
Subsidiary or assist any person, firm or corporation in doing so or attempting
to do so; or (c) cause or seek to cause any person, firm or corporation to
refrain from dealing or doing business with the Subsidiary or any Affiliate of
the Subsidiary or assist any person, firm or corporation in doing so.

     For purposes of this Section 12, (i) the term "Competing Entity" shall mean
any Person which presently or hereafter during the term hereof engages in the
Business; and (ii) the term Territory shall mean the Caribbean and the area
within a three hundred mile radius of (a) the terminal facility operated by an
Affiliate of the Subsidiary at Point Tupper, Nova Scotia and (b) any terminal
hereafter operated by the Subsidiary or any Affiliate of the Subsidiary.

     13. General.

          (a) Governing Law; Captions. The terms of this Agreement shall be
     governed by and construed under the laws of the State of Florida. Paragraph
     and Section captions used herein are for convenience of reference only, and
     shall not in any way affect the meaning or interpretation of this
     Agreement.

          (b) Assignability. The Employee may not assign his interest in or
     delegate his duties under this Agreement. Notwithstanding anything else in
     this Agreement to the contrary, the Subsidiary may assign this Agreement
     and all rights hereunder shall inure to the benefit of the assignee or any
     person, firm or corporation succeeding to all or substantially all of the
     business or assets of the Subsidiary by purchase, merger or consolidation.




                                       12

<PAGE>


                                                                    EXHIBIT 10.9
                                                                         Page 13





          (c) Dispute Resolution. With the exception of the Company's or the
     Subsidiary's right to elect to seek injunctive relief pursuant to paragraph
     (g) of this Section 13, in the event of any dispute between either the
     Company or the Subsidiary and the Employee arising out of or relating to
     this Agreement or its termination or any other aspect of Employee's
     employment, the parties hereby agree to submit such dispute to a
     non-binding mediation under the American Arbitration Association's National
     Rules for the Resolution of Employment Disputes; Arbitration and Mediation
     Rules (the "Rules") within sixty (60) days of notice from any one of the
     parties to another. Unless the parties can agree on a mediator within
     thirty (30) days of such notice, mediation shall proceed pursuant to the

     Rules. In the event any such dispute is not resolved by mediation, any
     party hereto may initiate an action or claim to enforce any provision or
     term of this Agreement. Each party shall bear its or his own costs and
     expenses (including attorney's fees) associated with any mediation, action,
     or claim.

          (d) Binding Effect. This Agreement is for the employment of Employee,
     personally, and the services to be rendered by him must be rendered by him
     and no other person. This Agreement shall be binding upon and inure to the
     benefit of the Company, the Subsidiary, and the Employee and, as the case
     may be, their respective successors and assigns, personal representatives,
     heirs and legatees.

          (e) Entire Agreement; Modification. This Agreement constitutes the
     entire agreement of the parties hereto with respect to the subject matter
     hereof and may not be modified or amended in any way except in writing by
     the parties.

          (f) Duration. Notwithstanding the term of employment hereunder, this
     Agreement shall continue for so long as any obligations remain under this
     Agreement hereto, including without limitation any obligations of the
     Company or the Subsidiary under Sections 9, 10 or 13 of this Agreement.

          (g) Survival. The covenants set forth in Sections 6 and 12 of this
     Agreement shall survive and shall continue to be binding upon Employee
     notwithstanding the termination of this Agreement for any reason
     whatsoever. The covenants set forth in Section 6 and Section 12 of this
     Agreement shall be deemed and construed as separate agreements independent
     of any other provision of this Agreement. The existence of any claim or
     cause of action by Employee against Company and/or




                                       13

<PAGE>


                                                                    EXHIBIT 10.9
                                                                         Page 14




     Subsidiary, whether predicated on this Agreement or otherwise, shall not
     constitute a defense to the enforcement by Company or Subsidiary of any or
     all covenants. It is expressly agreed that the remedy at law for the breach
     of any such covenant is inadequate and that injunctive relief shall be
     available to prevent the breach or any threatened breach thereof.

          (h) Severability. In case any provision in this Agreement shall be
     held invalid, illegal or unenforceable, the validity, legality and
     enforceability of the remaining provisions hereof will not in any way be

     affected or impaired thereby and the parties shall in good faith agree on a
     modification of the invalid, illegal or unenforceable provision which
     renders it valid, legal or enforceable (as the case may be) and which as
     closely as possible reflects the original intent of the parties.

          (i) Guaranty of Company. The Company hereby unconditionally guarantees
     to Employee the full and timely performance by Subsidiary of its
     obligations under this Agreement.



                                       14


<PAGE>


                                                                    EXHIBIT 10.9
                                                                         Page 15




     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
hereunto executed this Agreement the day and year first written above.

                                          Statia Terminals, Inc.



                                          By:  /s/ James G. Cameron
                                               -----------------------------
                                               Name:        James G. Cameron
                                               Title:       President


                                          Statia Terminals Group N. V.



                                          By:  /s/ David B. Pittaway
                                               -----------------------------
                                               Name:        David B. Pittaway
                                               Title:       Atorney-in-Fact



                                          EMPLOYEE


                                          /s/ John D. Franklin
                                          ------------------------------
                                          John D. Franklin





                                       15