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                                                                   EXHIBIT 10.16



                                                    June 10, 1996
                                                                 
Mr. Kenneth F. Stern
21 Richmond Drive
Darien, CT  06820

Dear Ken:

     This will confirm the agreement between you and Vernitron
Corporation regarding the severance payments and benefits to be
provided to you if your employment is terminated by Vernitron
without cause.  If your employment is terminated by Vernitron
Corporation without cause, Vernitron will continue to pay you
once every 4 weeks for 52 weeks following your termination of
employment an amount determined by dividing your annual salary
immediately prior to your termination by 13; and for a period of
52 weeks following such termination, Vernitron, at its expense,
will continue on your behalf and on behalf of your dependents and
beneficiaries, the life insurance, disability, medical, dental
and hospitalization benefits which were being provided to you and
them at the time of termination of your employment; provided
however that the amount of salary payments to be made to you
shall be reduced dollar for dollar by any salary (including any
deferred portion thereof) you receive or earn from any other
employer during the 52 weeks following your termination of
employment with Vernitron.  You agree promptly to inform
Vernitron of your commencement of employment with another
employer following your termination of employment with Vernitron.

     Under Vernitron's bonus plan, you must be employed by
Vernitron at the time bonus compensation is determined, which
generally occurs following the end of the fiscal year to which
the bonus compensation relates.  Accordingly, in the event your
employment were terminated by Vernitron prior to the time bonuses
are determined, the severance payments and benefits provided
above would be the only compensation to which you would then be
entitled.

     This agreement supersedes any severance policy or other
agreement relating to severance between you and Vernitron or any
of its subsidiaries.

     If the above is acceptable to you, please sign, date and
return a copy of this letter to me.

                              Very truly yours,
                              
                              VERNITRON CORPORATION
                              
                              
                              
                              By: /s/ Stephen W. Bershad
                                  ----------------------
                              
                              
                              
Agreed to and Accepted on this
14th day of June, 1996



   /s/ Kenneth F. Stern
   --------------------
