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                                  EXHIBIT 10.19

                                 AMENDMENT NO. 1
                                       TO
                          EXECUTIVE SEVERANCE AGREEMENT
                                (THE "AGREEMENT")


         Reference is made to the Agreement between you (the "Executive") and
the undersigned Employer with respect to certain severance arrangements which
apply only in the event that a Change in Control of the Corporation occurs after
the date of the Agreement.

         Capitalized terms used herein shall have the meanings given to them in
the Agreement unless expressly provided otherwise.

         As an inducement to the Executive to continue his employment with the
Employer, the Agreement is hereby amended as follows:

         D.       Paragraph 18 of the Agreement is amended in its entirety to
                  state:

                  Absent a change in control or unless extended in writing by
                  the parties hereto, this Agreement shall expire on January 14,
                  2001.

         E.       The last sentence of Paragraph 6.a. is deleted in its entirety
                  and the following provision substituted therefor:

                  Any election by the Executive pursuant to this paragraph shall
                  be made by the Executive and submitted to the Employer by the
                  thirtieth (30th) day following the Termination Date, and the
                  Employer shall pay to the Executive the Severance Benefits
                  specified in such election in one (1) or two (2) installments,
                  as the case may be, the first installment to be in an amount
                  equal to the maximum amount which can be paid to the Executive
                  which does not, in combination with all other compensation
                  received by the Executive in the same fiscal year, exceed the
                  deductible limit for the Executive's compensation under
                  Internal Revenue Code Section 162(m). The first installment
                  shall be paid within (5) business days of receipt of such
                  election, and the second installment, if needed, which shall
                  equal the balance, if any, due to the Executive under such
                  election, shall be paid within ten (10) days of the close of
                  the Employer's fiscal year in which the first installment was
                  paid.

         F.       Paragraph 6.c is deleted in its entirety and the following
                  provision substituted therefor:

                  For purposes of this Paragraph 6, Present Value means the
                  value determined under the rules provided in Proposed Treasury
                  Regulations under Section 280G of the Code, and Base Amount
                  means the average annual compensation payable to the Executive
                  by the Employer and includable in the Executive's gross 

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                  income for Federal income tax purposes during the shorter of
                  the period consisting of the most recent five taxable years
                  ending before the date of any Change in Control or the portion
                  of such period during which the Executive was an employee.

         Except as specifically provided in this Amendment No. 1, the provisions
of the Agreement remain unchanged and in full force and effect.

         IN WITNESS WHEREOF, this Amendment No. 1 is executed by or on behalf of
the undersigned as of October 15, 1998.


                                             SUBSIDIARY CORPORATION


                                             By: _______________________________
                                                    Michael J. Berthelot
                                                    Chairman of the Board




Accepted and agreed:

_________________________________
Employee






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