<PAGE>

                              EMPLOYMENT AGREEMENT


   This Agreement is made as of the 27 day of April, 1999 between SunSource,
Inc., a Delaware corporation (the "Company"), SunSource Corporate Group, Inc., a
Delaware corporation (the "Management Company" and together with the Company,
the "Companies"), and Maurice Andrien (the "Employee").

                                   BACKGROUND

   The Management Company desires to employ the Employee, and the Employee
desires to be employed by the Management Company, upon the terms and conditions
hereinafter set forth. Contemporaneously with this Agreement, the Company, which
is the parent company of the Management Company, is granting to the Employee
under a separate document that is attached hereto (the "1999 Option Grant") an
option to purchase 150,000 shares of Common Stock under the Company's 1998
Equity Compensation Plan (the "1998 Plan").

                                   WITNESSETH:

   NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, each intending
to be legally bound hereby, agree as follows:

1. Definitions.

   For all purposes of this Agreement, the following terms shall have the
meanings specified in this Section unless the context clearly otherwise requires
(other terms are defined elsewhere in this Agreement):

   (a) "Beneficial Owner" and the correlative term "Beneficially Own" are used
herein within the meaning of Rule 13d-3 under the Exchange Act.

   (b) "Board" means the Board of Directors of the Company.

   (c) "Change of Control" means the occurrence of any one of the following
events:

       (i) Any Person other than the management group of Harold J. Cornelius,
   Joseph M. Corvino, Norman V. Edmonson, Max W. Hillman, Donald T. Marshall,
   and John P. McDonnell, becomes a Beneficial Owner, directly or indirectly, of
   securities of the Company representing 20% or more of the voting power of the
   then outstanding securities of the Company.


<PAGE>

       (ii) (A) A transaction is approved in which the stockholders of the
   Company immediately before the transaction will not Beneficially Own in the
   same relative percentages, immediately after the transaction, shares
   entitling such stockholders to 75% or more of all votes to which all
   stockholders of the surviving entity would be entitled in the election of
   directors or other governing persons (excluding any election of directors by
   a separate class vote), or where the members of the Board, immediately prior
   to the transaction, would not, immediately after the transaction, constitute
   a majority of the board of directors of the surviving entity, (B) the sale or
   other disposition of all or substantially all of the assets of the Company,
   SunSource Investments, Inc., or SunSub A Inc., or their respective successors
   in interest or (C) a liquidation or dissolution of the Company, SunSource
   Investments, Inc., or SunSub A Inc., or their respective successors in
   interest; provided, however, that any such action with respect to SunSource
   Investments, Inc. or SunSub A Inc. shall not constitute a change of control
   so long as the Company continues to own, directly or indirectly,
   substantially all of the assets thereof.

       (iii) A majority of the Board shall cease for any reason to consist of
   (A) individuals who on the effective date hereof are serving as directors of
   the Company, or (B) individuals who subsequently become members of the Board
   and whose nomination for election or election to the Board is recommended or
   approved by a majority of the Board.

   (d) "Cause" means, except to the extent specified otherwise by the Board,
that the Employee has: (i) breached any material provision of this Agreement and
does not remedy such breach within 30 days after receiving written notice
specifying the details thereof; (ii) been engaged in fraud, embezzlement, theft,
commission of a felony, proven dishonesty in the course of his employment or
service or deliberate injury to any SunSource Company; or (iii) disclosed any
material Company Information (defined in Section 9(a)) in violation of
Section 9.

   (e) "Common Stock" means the common stock of the Company.

   (f) "Compensation Committee" means the Compensation Committee of the Board.

   (g) "Constructive Termination Without Cause" means a termination of the
Employee's employment by the Employee following the occurrence, without his
prior written consent, of one or more of the following events: (1) a reduction
in the Salary, or a significant diminution in the Fringe Benefits; (2) a
significant diminution in the Employee's duties, responsibilities, titles or
position, including the failure to maintain his status as a member of the Board,
or the assignment to Employee of duties and responsibilities inconsistent with
the title or positions held by the Employee on the date of this Agreement; (3)
the failure of the Company to obtain the unconditional assumption, in writing or
by operation of law, of the Company's obligation to the Employee under this
Agreement by any successor prior to or at the time of a reorganization, merger,
consolidation, disposition of all or substantially all of the assets of the
Company or similar transaction; provided, however, that a Constructive
Termination Without Cause will not take effect unless: (x) the Employee has
delivered written notice to the Board within 60 days after acquiring knowledge
of one

                                        2

<PAGE>



of the events described in this paragraph (g) that provide a basis for
Constructive Termination Without Cause, stating which one of these events has
occurred; (y) within 30 days after receipt of such notice the Company has not
remedied such event and provided the Employee with written notice of such
remedy; and (z) if the Company has not remedied such event within such period
and provided such notice, the Employee has notified the Company in writing that
he is terminating the Employment Term as of a certain date; and provided further
that the failure of the Employee to effect a Constructive Termination Without
Cause as to any one event described in this paragraph (g) will not affect the
Employee's entitlement to effect a Constructive Termination Without Cause as to
any other such event.

   (h) "Disabled" means the Employee's becoming permanently and totally disabled
within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended.

   (i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

   (j) "Person" is used as defined in Sections 3(a)(9) and 13(d)(3) of the
Exchange Act.

   (k) "SunSource Company" means any one or more of the Company, the Management
Company and any Subsidiary.

   (l) "Subsidiary" shall mean any corporation in which the Company, directly or
indirectly, owns at least 50% of the then outstanding voting securities of such
company entitled to vote generally in an election of such company's directors,
or an unincorporated entity of which the Company, directly or indirectly, owns
at least 50% of the profits or capital interests.

2. Employment.

   The Management Company hereby employs the Employee, and the Employee hereby
accepts employment by the Management Company, upon the terms and conditions set
forth in this Agreement. During the term of employment under this Agreement (the
"Employment Term"), the Employee shall be the President and Chief Executive
Officer of each of the Management Company and the Company and, with respect to
each such SunSource Company, perform such duties as are customarily performed by
the most senior executive officer of a corporation, subject to the supervision
and control of the respective boards of directors thereof. The Employee shall
also be a member of the Board during the Employment Term.

3. Performance.

   The Employee shall devote his entire working time and attention to the
performance of his duties hereunder; provided, however, that the Employee may
serve as a director of (subject to increase by the Board) up to two other
for-profit corporations and one not-for-profit corporation, and the Employee may
make, and assist in, personal investments to the extent that doing so does not
conflict with his duties hereunder.

                                        3

<PAGE>

4. Term.

   Unless otherwise terminated in accordance with Sections 6 or 7, the
Employment Term shall be an initial term of three years from the date of this
Agreement (the "Initial Term") and shall automatically continue thereafter for
successive one-year renewal terms (each a "Renewal Term") unless the Management
Company or the Employee gives the other party at least 45 days' prior written
notice that the then current term shall not be extended.

5. Compensation for Employment.

   (a) The basic annual rate of compensation of the Employee for his employment
services to the Company, the Management Company and the other Subsidiaries
during the Employment Term shall be at least $450,000 or such higher amount as
may be approved by the Board at any time during the Employment Term (the
"Salary"), which the Management Company shall pay to the Employee in accordance
with the Management Company's payroll payment schedule in effect from time to
time. The Board shall not decrease the salary at any time during the Employment
Term.

   (b) In addition to the Salary, during the Employment Term, the Company shall
pay to the Employee a bonus (the "Bonus") for the fiscal year that will end
December 31, 1999 and for each fiscal year thereafter ending December 31 during
the Employment Term (each such year is referred to herein as a "Bonus Year").
The Bonus for 1999 will be $180,000 and will be payable irrespective of the
performance of the Company so long as the Employee does not resign voluntarily
or is not terminated for Cause prior to December 31, 1999. The Bonus for each
year after 1999 (the "Post 1999 Bonus") will be equal to 40% of the Salary in
effect for the Bonus Year as to which the Post 1999 Bonus is paid, and will be
payable upon achievement of the results specified below in this paragraph (b).
Seventy percent of the Post 1999 Bonus will be payable if the Company shall have
earnings before interest, taxes, depreciation and amortization ("EBITDA") for
the related Bonus Year that is at least equal to the EBITDA specified in the
plan for that Bonus Year as approved by the Board. Thirty percent of the Post
1999 Bonus will be payable if the Employee shall have satisfied, in the judgment
of the Compensation Committee, the specific goals that the Compensation
Committee shall have specified for the Employee with respect to the particular
Bonus Year. The Board or the Compensation Committee may award the Employee such
additional bonus amounts as it from time to time may deem appropriate.

   (c) The Company is issuing the 1999 Option Grant to the Employee in
connection with his employment hereunder. In addition, provided the Employee is
employed at that time, starting with the year 2000, the Company shall grant to
the Employee as part of its annual program of option grants to senior executives
in each year of the Employment Term an option to purchase 70,000 shares of
Common Stock under the 1998 Plan (or under any similar plan that may be adopted)
at a price per share equal to the fair market value on the date of grant,
subject to the respective terms generally applicable to options granted to
senior executive officers of the Company in the respective years and otherwise
subject to the terms and conditions of the 1998 Plan (or any such other plan).

                                        4

<PAGE>



   (d) The Company shall pay the Employee $1,000,000 in a single payment within
30 days after a (but not more than one) Change of Control that occurs on or
before the later of (i) the second anniversary of the date hereof or (ii) the
first date as of which the Employee shall have options that are exercisable to
purchase at least 290,000 shares of Common Stock.

   (e) The Management Company shall pay all reasonable out-of-pocket expenses
incurred by the Employee in connection with his move from Montreal to the
Philadelphia area, including (i) expenses of up to $3,000 per month incurred by
the Employee in connection with renting a residence in the Philadelphia area for
up to one year and (ii) any brokerage commissions, transfer taxes and other
costs of the sale (but not including income taxes or recovery of any loss on the
sale), and customary legal and accounting costs relating to his move or this
Agreement. The Company shall also pay the Employee a tax-offset bonus in order
to neutralize the tax impact of any such reimbursements.

   (f) The Management Company shall provide the Employee with the following
benefits (the "Fringe Benefits") during the Employment Term.

       (i) $1,000 per month automobile allowance;

       (ii) four weeks of paid vacation;

       (iii) initiation fee and customary membership dues at a country club of
   the Employee's choice in the Philadelphia area;

       (iv) such other benefits (other than those related to automobiles and
   club memberships) that any Company may provide generally to other senior
   executives of that Company; and

       (v) reimbursement of legitimate business expenses incurred on or prior to
   the date of termination.

6. Termination Without Compensation.

   (a) If the Employee becomes Disabled, the Management Company may terminate
the Employment Term, and the Companies thereafter shall have no further
liability or obligation to the Employee hereunder except as follows: the
Employee shall receive (i) any unpaid Salary and Fringe Benefits that have
accrued through the date of termination; (ii) whatever benefits that he may be
entitled to receive under any then existing disability benefit plans of any
Company that may be included in the Fringe Benefits applicable to the Employee;
(iii) a proportionate amount of any Bonus that would have been due to the
Employee if he were employed for the full Bonus Year during which the Employment
Term was terminated (a "Proportionate Bonus"); (iv) reimbursement of legitimate
and reasonable business expenses incurred on or prior to the date of termination
("Pre-Termination Expenses") and (v) continuation of health care coverage for
the Employee and his

                                        5

<PAGE>



family for the 12-month period following the date of termination. The Management
Company shall pay any Proportionate Bonus in the year immediately following the
related Bonus Year at the time when it generally pays other bonus payments based
on that Bonus Year. In the event of any dispute as to whether the Employee is
Disabled, the Employee shall submit to a physical examination by a licensed
physician mutually satisfactory to the Management Company and the Employee, the
cost of such examination to be paid by the Management Company, and the
determination of such physician shall be determinative.

   (b) If the Employee dies, the Employment Term shall terminate, and thereafter
the Companies shall not have any further liability or obligation to the
Employee, his executors, administrators, heirs, assigns or any other person
claiming under or through him except that the Employee's estate shall receive
any unpaid Salary and Fringe Benefits that have accrued through the date of
termination, plus a Proportionate Bonus, and reimbursement of any
Pre-Termination Expenses.

   (c) The Management Company may terminate the Employment Term for Cause by
giving the Employee notice of the termination, and thereafter the Companies
shall not have any further liability or obligation to the Employee, except that
the Employee shall receive any unpaid Salary and Fringe Benefits that have
accrued through the date of termination, net of any liabilities that the
Employee may have to any Company, and reimbursement of any Pre-Termination
Expenses.

7. Termination With Compensation.

   (a) The Management Company shall have the right to terminate the Employment
Term without Cause at any time by giving the Employee 45 days' notice of the
termination date. Upon any such termination by the Management Company and also
upon any termination due to the Management Company's decision not to renew the
Initial Term or any Renewal Term under Section 4, for a period of one year
following the termination date, the Management Company shall (i) continue to pay
the Employee the Salary, provide the Employee with Fringe Benefits and provide
the Employee with the customary services of an outplacement firm, (ii) pay the
Employee a Proportionate Bonus, and (iii) have no further liability or
obligation to the Employee hereunder except that the Employee shall receive any
unpaid Salary and Fringe Benefits that have accrued through the date of
termination and reimbursement of any Pre-Termination Expenses.

   (b) The Employee may terminate the Employment Term if there is a Constructive
Termination without Cause, in which case the Management Company and the Employee
shall have the same obligations and rights as are specified in paragraph (a)
above for a termination by the Management Company.

   (c) The Employee shall not be entitled to any compensation under any part of
this Section 7 unless the Employee executes and delivers to the Management
Company after a notice of termination a release in the form of Exhibit "A"
hereto. The parties hereto acknowledge that the payments and Fringe Benefits to
be provided under this Section 7 are to be provided in consideration for the
above-specified release.

                                       6
<PAGE>

8. Inventions, Designs and Product Developments.

   All inventions, innovations, designs, ideas and product developments
(collectively, the "Developments"), developed or conceived by the Employee,
solely or jointly with others, whether or not patentable or copyrightable, at
any time during the Employment Term and that relate to the actual or planned
business activities of the Company and all of the Employee's right, title and
interest therein, shall be the exclusive property of the Company. The Employee
hereby assigns, transfers and conveys to the Company all of his right, title and
interest in and to any and all such Developments. At any time and from time to
time, upon the request of the Company, the Employee shall execute and deliver to
the Company any and all instruments, documents and papers, give evidence and do
any and all other acts that, in the opinion of counsel for the Company, are or
may be necessary or desirable to document such transfer or to enable the Company
to file and prosecute applications for and to acquire, maintain and enforce any
and all patents, trademark registrations or copyrights under United States or
foreign law with respect to any such Developments or to obtain any extension,
validation, re-issue, continuance or renewal of any such patent, trademark or
copyright. The Company will be responsible for the preparation of any such
instruments, documents and papers and for the prosecution of any such
proceedings and will reimburse the Employee for all reasonable expenses incurred
by him in compliance with the provisions of this Section.

9. Confidential Information.

   (a) The Employee will have possession of or access to confidential
information relating to the business of the Company, including writings,
equipment, processes, drawings, reports, manuals, invention records, financial
information, business plans, customer lists, the identity of or other facts
relating to prospective customers, inventory lists, arrangements with suppliers
and customers, computer programs, or other material embodying trade secrets,
customer or product information or technical or business information of the
Company. All such information, other than any information that is in the public
domain through no act or omission of the Employee or which he is authorized to
disclose or required to disclose in connection with legal or administrative
proceedings, is referred to collectively as the "Company Information." During
and after the Employment Term, except in connection with the performance of his
duties under this Agreement, the Employee shall not (i) use or exploit in any
manner the Company Information for himself or any person, partnership,
association, corporation or other entity other than the Company, (ii) remove any
Company Information, or any reproduction thereof, from the possession or control
of the Company or (iii) treat Company Information otherwise than in a
confidential manner.

   (b) All Company Information developed, created or maintained by the Employee,
alone or with others while employed by the Management Company, and all Company
Information maintained by the Employee thereafter, shall remain at all times the
exclusive property of the Company. The Employee shall return to the Company all
Company Information, and reproductions thereof, whether prepared by him or
others, that are in his possession immediately upon request and in any event
upon the completion of his employment by the Company.

                                       7
<PAGE>

10. Agreement Not to Compete

    During the Restricted Period (defined below), the Employee shall not, at any
time within the Territory (defined below), directly or indirectly, engage in, or
have any interest on behalf of itself or others in, any person, firm,
corporation or business (whether as an employee, officer, director, agent,
security holder, creditor, partner, joint venturer, beneficiary under a trust,
investor, consultant or otherwise) that engages within the Territory in any of
the business activities in which the Company's shall have been engaged at any
time during the one year prior to the termination of the Employment Term (the
"Restricted Business"); provided, however, that nothing contained herein shall
prevent or prohibit the Employee from owning of record or beneficially up to 1%
of the stock or equity of any corporation or other business entity engaged in
the Restricted Business if such corporation or other entity is traded on the New
York Stock Exchange, the American Stock Exchange or the NASDAQ National Market.
In addition, during the Restricted Period, the Employee shall not directly or
indirectly solicit or otherwise encourage any of the Company's employees to
terminate their employment with the Company. The "Restricted Period" means the
period during which the Company shall be required to pay the Salary to the
Employee, whether under Section 5 or Section 7, plus an additional one year
after the end of such payments, except that the Restricted Period shall only
include such additional one year if the Employment Term shall have been
terminated by the Management Company for Cause or by the Employee's resignation
under circumstances that do not constitute a Constructive Termination without
Cause. The "Territory" means any part of North America in which the Company
engages in the Restricted Business during the Restricted Period. If a court
determines that the foregoing restrictions are too broad or otherwise
unreasonable under applicable law, including with respect to time or space, the
court is hereby requested and authorized by the parties hereto to revise the
foregoing restriction to include the maximum restrictions allowable under
applicable law. The Employee acknowledges, however, that this Section 10 has
been negotiated by the parties hereto and that the geographical and time
limitations, as well as the limitation on activities, are reasonable in light of
the circumstances pertaining to the business of the Company.

11. Remedies.

    The Employee expressly acknowledges that the remedy at law for any breach of
Sections 8, 9 or 10 will be inadequate and that upon any such breach or
threatened breach, the Company shall be entitled as a matter of right to
injunctive relief in any court of competent jurisdiction, in equity or
otherwise, and to enforce the specific performance of the Employee's obligations
under these provisions without the necessity of proving the actual damage to the
Company or the inadequacy of a legal remedy. The rights conferred upon the
Company by the preceding sentence shall not be exclusive of, but shall be in
addition to, any other rights or remedies which the Company may have at law, in
equity or otherwise.


                                        8

<PAGE>



12. Guaranty.

    The Company hereby guarantees the Management Company's performance of this
Agreement.

13. General.

    (a) Governing Law. The terms of this Agreement shall be governed by the laws
of the State of Pennsylvania.

    (b) Company. For purposes of Sections 8, 9, 10 and 11, the term "Company"
shall be deemed to include any Subsidiaries, and to the extent that any of the
provisions thereof impose any obligations on a Subsidiary that is not a party
hereto, the Company shall cause such Subsidiary to comply with such obligations.

    (c) Binding Effect. All of the terms and provisions of this Agreement shall
be binding upon and inure to the benefit and be enforceable by the respective
heirs, representatives, successors (including any successor as a result of a
merger or similar reorganization) and assigns of the parties hereto, except that
the duties and responsibilities of the Employee hereunder are of a personal
nature and shall not be assignable in whole or in part by the Employee.

    (d) Notices. All notices required to be given under this Agreement shall be
in writing and shall be deemed to have been given when personally delivered or
when mailed by registered or certified mail, postage prepaid, return receipt
requested, or when sent by Federal Express or other overnight delivery service,
addressed as follows:

        TO EMPLOYEE:

        At the Employee's residence as provided from time to time by the
        Employee to the Management Company for tax reporting purposes.

        TO THE COMPANY:

        SunSource Corporate Group, Inc.
        3000 One Logan Square
        Philadelphia, PA  19103

    (e) Entire Agreement; Modification. This Agreement and the option agreements
referred to herein constitute the entire agreement of the parties hereto with
respect to the subject matter hereof and supersede all prior agreements or
understandings of the parties regarding these matters, including any prior
agreement between the Employee and the Company or any Subsidiary. Any such prior
agreement is hereby terminated as of the date hereof. This Agreement may not be
modified or amended in any way except in writing by the parties hereto.

                                        9

<PAGE>



    (f) Duration. Notwithstanding the termination of the Employment Term and of
the Employee's employment by the Company, this Agreement shall continue to bind
the parties for so long as any obligations remain under the terms of this
Agreement.

    (g) Waiver. No waiver of any breach of this Agreement shall be construed to
be a waiver as to succeeding breaches. Any waiver must be in writing and signed
by the party granting the waiver.

    (h) Severability. If any provision of this Agreement or application thereof
to anyone under any circumstances is adjudicated to be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect any
other provisions or applications of this Agreement which can be given effect
without the invalid or unenforceable provision or application and shall not
invalidate or render unenforceable such provision in any other jurisdiction.

    (i) Interpretation. Unless the context of this Agreement clearly requires
otherwise, (a) references to the plural include the singular, the singular the
plural, the part the whole, (b) references to any gender include all genders,
(c) "including" has the inclusive meaning frequently identified with the phrase
"but not limited to" and (d) references to "hereunder" or "herein" relate to
this Agreement. The section and other headings contained in this Agreement are
for reference purposes only and shall not control or affect the construction of
this Agreement or the interpretation thereof in any respect.

    (j) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be binding as of the date first written above,
and all of which shall constitute one and the same instrument. Each such copy
shall be deemed an original, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart.

    (k) The Employee shall have no duty to mitigate damages by seeking other
employment or other compensation in the event of the termination of the
Employment Term, and any payments due the Employee hereunder will not be offset
in respect of any amount except as expressly provided in this Agreement.

                                       10

<PAGE>


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

                                           SUNSOURCE, INC.


                                           By:___________________________
                                              Name:
                                              Title:


                                           SUNSOURCE CORPORATE GROUP, INC.


                                           By:____________________________
                                               Name:
                                               Title:


                                           _______________________________
                                           MAURICE ANDRIEN



                                       11

<PAGE>


                                                                       EXHIBIT A



                                 FORM OF RELEASE

         NOTE:    YOU SHOULD CONSULT WITH AN ATTORNEY PRIOR TO
                  SIGNING THIS DOCUMENT.


                        FULL WAIVER AND RELEASE OF CLAIMS


                  1. I, Maurice Andrien, in exchange for the compensation
provided under Section 7 of the employment agreement among SunSource, Inc.,
SunSource Corporate Group, Inc. (collectively, the "Companies") and myself dated
[INSERT DATE], to which I would not otherwise be entitled in the amount of
[INSERT AMOUNT OF CONSIDERATION], less applicable federal, state and local tax
deductions, hereby waive any and all Claims (as defined below) which I may have
against the Companies, their parents, subsidiaries, affiliated businesses and
divisions, or their directors, officers, employees, or agents (hereinafter
collectively referred to as "Releasees").

                  2. This Full Waiver and Release of Claims (hereinafter the
"Waiver") applies to any and all past and present claims, suits, damages,
liabilities, demands and causes of action, whether known or unknown, existing or
contingent, or whether at law or equity, arising out of my employment with the
Companies or the termination of that employment but only to the extent that any
of such items relates to any of the following:

                  o   age discrimination under the federal Age Discrimination in
                      Employment Act;

                  o   age discrimination under similar state or local laws; and

                  o   discrimination Claims under federal, state or local laws
                  based on race, color, creed, marital status, veteran status,
                  sex, sexual preference, national origin, citizenship,
                  disability, handicap or religion.

Such released claims, suits, damages, liabilities, demands and causes of action
that are specified above in this Section 2 are referred to herein as "Claims."

This Waiver shall not apply to claims for workers' compensation benefits or
unemployment compensation benefits.

                  3. This Waiver also precludes me from bringing a lawsuit, or
obtaining relief as a result of any charge, lawsuit, or proceeding brought by me
or on my behalf, asserting any Claims against Releasees (or any one of them). In
the event I violate this paragraph, I agree that the affected Releasee(s) shall
be entitled to dismissal of any such lawsuit and that I will be responsible for
the payment of the reasonable attorney's fees and expenses incurred in the
Releasee(s)' defense.

<PAGE>


                                                                       EXHIBIT A

                  4. My last day of work will be _________________, and the
Companies have no obligation to re-employ me in the future.

                  5. I may revoke this Waiver for a period of seven (7) days
following the day I sign it by submitting written notice of my revocation to
[INSERT EMPLOYER REPRESENTATIVE'S NAME AND TITLE] at [INSERT ADDRESS]. This
Waiver shall become effective and enforceable upon expiration of this revocation
period.

                  6. I acknowledge that I have been advised in writing to
consult with an attorney prior to signing this Waiver and that I have been given
twenty-one (21) days to consider this Waiver.

                  7. This Waiver shall be binding upon me and my heirs,
administrators, representatives, executors, and assigns.

                  I HAVE CAREFULLY READ THIS ENTIRE DOCUMENT. I UNDERSTAND THAT
BY SIGNING THIS DOCUMENT, I AM WAIVING ALL CLAIMS RELATING TO MY EMPLOYMENT WITH
THE COMPANIES AND THE TERMINATION OF THAT EMPLOYMENT. I HAVE SIGNED THIS WAIVER
VOLUNTARILY, INTENDING TO BE LEGALLY BOUND.

                  In witness whereof, I have signed this Waiver this

 _____ day of __________________________.




Employee Signature:________________________________


                                        2