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                                  EXHIBIT 10.1

                      AGREEMENT REGARDING SEVERANCE BENEFIT


This AGREEMENT REGARDING SEVERANCE BENEFIT ("Agreement") is made as of the 1st
day of December, 1997, by and between SL INDUSTRIES, INC. (the "Company"), a New
Jersey corporation, and DAVID R. NUZZO ("Employee").



                                   BACKGROUND


            A.      Employee has this date commenced employment with the
                    Company as its Vice President - Finance and Administration
                    and Secretary.

            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 not greater than 24 months,
                    or until he secures new employment, whichever comes first,
                    but, in any event, not less than 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.

            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



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                    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/ DAVID R. NUZZO
    ---------------------------                 ---------------------
    Owen Farren, President                           David R. Nuzzo
    and Chief Executive Officer







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