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                                  EXHIBIT 10.28
                      AGREEMENT REGARDING SEVERANCE BENEFIT


This AGREEMENT REGARDING SEVERANCE BENEFIT ("Agreement") is made as of the 29th
day of December, 2000, by and between SL INDUSTRIES, INC. (the "Company"), a New
Jersey corporation, and JACOB CHERIAN ("Employee").


                                   BACKGROUND


A.  Employee has this date commenced employment with the Company as its Vice
    President, Corporate Controller.

B.  In connection with his employment with the Company, Employee, because of the
    at-will nature of his employment, has requested, and the Company has agreed
    to provide, the following Severance Benefit (as defined below) in the event
    of a change in control of the Company.

NOW, THEREFORE, for good and valuable consideration and intending to be legally
bound hereby, the undersigned agree as follows:

    1.  In the event that any action or series of actions shall take place which
        shall result in a change in the control of the Company, Employee shall
        be entitled to receive the Severance Benefit, upon Employee's
        termination of employment with the Company, within six months of such
        change in control. The Severance Benefit shall be an amount equal to
        Employee's annual base salary for a period of 12 months (the "Severance
        Benefit"). The Severance Benefit shall be paid to Employee at the same
        time and in the same manner as Employee's base salary was paid to
        Employee, immediately prior to termination, and shall be subject to
        deduction for any amounts that are required to be withheld or deducted
        according to applicable law. Employee shall be entitled to receive the
        Severance Benefit regardless of whether his employment is terminated
        voluntarily or involuntarily, or with or without cause.

    2.  As consideration for the payment of the Severance Benefit, Employee
        shall provide to the Company a general release from all liability, in
        form and substance satisfactory to the Company in its reasonable
        discretion.

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    3.  This Agreement may not be modified or amended except by writing signed
        by both parties; shall be binding upon and inure to the benefit of the
        parties hereto and their respective heirs, legal representatives,
        successors and assigns; sets forth the entire agreement and
        understanding of the parties hereto with respect to the specific subject
        matter hereof and supersedes any and all prior discussions, agreements
        or understandings, whether oral or written; may be executed in
        counterparts and delivered by facsimile transmission or comparable
        means; and, shall be governed by and construed in accordance with the
        laws of the State of New Jersey without reference to any principles of
        conflicts of law.


This Agreement is hereby executed and delivered by the undersigned as of the
date and year first above written.


SL INDUSTRIES, INC.



By:       /s/ Owen Farren                            /s/ Jacob Cherian
    --------------------------------             -------------------------------
    Owen Farren, President                       Jacob Cherian
    and Chief Executive Officer