F-18 Employment Agreement EMPLOYMENT AGREEMENT, dated as of September 1, 1996, between Mafco Worldwide Corporation, a Delaware corporation (the "Company") and Peter W Grace (the "Executive") WHEREAS, the Company wishes to employ the Executive, and the Executive wishes to accept such employment, on the terms and conditions set forth in this Agreement; Accordingly, the Company and the Executive hereby agree as follows 1 Employment, Duties and Acceptance. 11 Employment, Duties The Company hereby employs the Executive for the Term (as defined m Section 2.1), to render exclusive and full-time services to the Company as Senior Vice President, Treasurer and Controller or m such other executive position as may be mutually agreed upon by the Company and the Executive, and to perform such other duties consistent with such position as may be assigned to the Executive by the Board of Directors or any officer of the Company senior to the Executive 1.2 Acceptance The Executive hereby accepts such employment and agrees to render the services described above During -the Term, the Executive agrees to serve the Company faithfully and to the best of the Executive's ability, to devote the Executive's entire business time, energy and skill to such employment, and to use the Executive's best efforts, skill and ability to promote the Company's interests The Executive further agrees to accept election, and to serve during all or any part of the Term, as an officer or director of the Company and of any subsidiary or affiliate of the Company, without any compensation therefor other than that specified m this Agreement, if elected to any such position by the shareholders or by the Board of Directors of the Company or of any subsidiary or affiliate, as the case may be 1.3 Location.

Lompan\ \ame - PNELMO ABLX CORF i\M' Filing Date 12/31/1996 threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company, and 532 The right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or otner benefits (collectively "Benefits") derived or received by the Executive as the result of anv transactions constituting a breach of any of the provisions of the preceding paragrapn, and the Executive herecy agrees to account for and pay over sucn Benefits to the Company Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity 54 If any of the covenants contained in Sections 5 1 or 5 2, or any part thereof, hereafter are construed to be invalid or unenforceable, the same shall 8 hot affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions 5.5 If any of the covenants contained m Sections 5 1 or 5.2, or any part thereof, are held to be '^enforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, said provision shall then be enforceable 5 6 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 5 1 and 5.2 upon the courts of any state within the geographical scope of such covenants In the event that the courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the breadth of such covenants or otherwise, it is the intention of the parties hereto that such determination not bar or m any way affect the Company's right to the relief provided above m the courts of any other states within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being for this purpose severable into diverse and independent covenants. 57 In the event that any action, suit or other proceeding in law or in equity is brought to enforce the covenants contained in Sections 5.1 and 5.2 or to obtain money damages for the breach thereof, and such action results m the award of a judgment for money damages or m the granting of any injunction m favor of the Company, all expenses (including reasonable attorneys' fees) of the Company m such action, suit or other proceeding shall (on demand of the Company) be paid by the Executive In the event the Company fails to obtain a judgment for money damages or an injunction in favor of the Company, all expenses (including reasonable attorneys' fees) of the Executive in such action, suit or other proceeding shall (on demand of the Executive) be paid by the Company.

wf\j rmn^i^Qit t~ji t yyo <ARTICLE> 5 <LEGEND> This schedule contains summary financial information extracted from Pneumo Abex Corporation's Condensed Consolidated Balance Sheet and Statement of Earnings and is qualified m its entirety by reference to such financial statements </LEGEND> <RESTATED> <CIK> 0000061113 <NAME> PNEUMO ABEX CORPORATION <MULTIPLIER> 1000000 <PERIOD-TYPE> < FISCAL-YEAR-END> <PERIOD-START> <PERIOD-END> <CASH> <SECURITIES> <RECEIVABLES> <ALLOWANCES> <INVENTORY> <CURRENT-ASSETS> <PPSE> <DEPRECIATION> <TOTAL-ASSETS> <CURRENT-LIABILITIES> <BONDS> < PRE FERRE D-MAN DATORY> <PREFERRED> <COMMON> <OTHER-SE> <TOTAL-LIABILITY-AND-EQUITY> <SALES> <TOTAL-REVENUES> <CGS> <TOTAL-COSTS> <OTHER-EXPENSES> <LOSS-PROVISION> <INTEREST-EXPENSE> <INCOME-PRETAX> <INCOME-TAX> <INCOME-CONTINUING> <DISCONTINUED> <EXTRAORDINARY> <CHANGES> <NET-INCOME> <EPS-PRIMARY> <EPS-DILUTED> 12-MOS DEC-31-1996 JAN-1-1996 DEC-31-1996 4 0 11 0 46 63 29 19 127 23 85 0 0 0 58 127 103 103 57 57 10 0 13 24 9 15 0 (1) 0 14 0 0 4 Disclosure Page 87

finds that this application satisfies the notice requirement under article 216 of the CHA *17 Article 216's location requirement provides that a manufacturing facility must be located in the countryside and removed from any housing, or, if located in an inhabited area, the facility must not create a public health risk See Coccia Decl, Tab 12 With regard to this requirement, the Court observes that, given the evidence in this case, including pictures ofthe Orzinuovi plant, the facility appears to be situated in an uninhabited area, which means that article 216 imposes no further obligation on the operator of this facility See, eg, Pis ' Summary Judgmt Br,Ex A Moreover, Plaintiffs fail to point to evidence that suggests otherwise But even assuming that the Orzinuovi plant is located within an inhabited area, the facility was not out of compliance with the CHA This is true on account of the pronouncement m the Mayor's January 23,1993 order, issued pursuant to the CHA, stating that the Orzinuovi plant posed no public health risk IFNI 11 Other factors lend support to this conclusion, including the opinion ofPlaintiffs' own environmental consultant, who advised Plaintiffs' lawyers that any pollution caused by the landfills appeared to be contained within the plant and that the conditions in the surrounding area were acceptable See Defs ' Ex 52, p 5 FN11 For this reason, article 217 of the CHA was not violated either, since the Mayor has authority to act under this article only when operation of a given facility creates a specific danger for public health See Pis' Ex.

nflated ?

MAR 31 '92 15:42 BENDIX FMD LATHAM NY , '-".>.2 CONTROL TECHNOLOGY Control of Incidental Asbestos Exposure at Hazardous Waste Sites Richard N.

January 1, 1991 TOWOLDMONOOQ8604

ORIGINAL IN THE MATTER OF: Transwestern Pipeline Company vs.

TRAVELING TRANSCRfWf 1 IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA 2 EASTERN DIVISION 3 4 JOHN R.

ATRIUM II, ^Lte 101 3000 Atrium ,ay Mt Laurel, New Jersey 08054 Attorneys for the Plaintiffs (609) 727-1991 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY JOAN MAERTIN, Executrix of the : Estate of Lothar Maertin, JOAN : MAERTIN, individually and in her :CIVIL ACTION NO.

O SHEARMAN & STERLING 1 James P.

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEVADA NEVADA POWER COMPANY, A NEVADA CORPORATION, PLAINTIFF, VS.

British Journal of Industrial Medicine 1992;49:345-354 345 An updated mortality study of workers in three major United States refineries and chemical plants Leba G Shallenberger, John F Acquavella, Donna Donaleski Abstract A historical cohort study of refinery and chemical plant workers, originally observed from 1970 to 1977, was updated to the end of 1982.

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Reactive airway disease after chlorine gas exposure.