8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                 August 30, 2002
                Date of Report (Date of earliest event reported)



                          WILSHIRE OIL COMPANY OF TEXAS
             (Exact name of Registrant as specified in its charter)


               DELAWARE                    1-467                 84-0513668
(State or other jurisdiction of       (Commission File          (IRS Employer
incorporation or organization)             Number)           Identification No.)


921 BERGEN AVENUE, JERSEY CITY, NEW JERSEY                         07306
(Address of principal executive offices)                        (Zip Code)


(Registrant's telephone number, including area code)              (201) 420-2796


                                 Not Applicable
         (Former name or former address, if changed since last report.)






ITEM 5.         OTHER EVENTS AND REGULATION FD DISCLOSURE

     Wilshire Oil Company of Texas and Mr. Philip G. Kupperman have entered into
an employment contract effective as of July 1, 2002. The Company had previously
announced Mr. Kupperman's hiring as President, Chief Operating Officer and Chief
Financial Officer of the Company. Prior to his engagement by Wilshire, Mr.
Kupperman had been president of a management consulting firm since retiring from
a national public accounting firm in 2000. Information regarding the contract,
including the term of employment, compensation, options and benefits, are set
forth in the contract attached as an exhibit to this filing.

ITEM 7.         FINANCIAL STATEMENTS AND EXHIBITS

                a.  Not applicable.

                b.  Not applicable

                c.  Exhibits

                The following exhibit is filed with this report:

    Exhibit Number       Description
    ------------------   -------------------------------------------------------
    10.1                 Employment  Agreement dated as of July 1, 2002 between
                         the Company and Philip G. Kupperman
    ------------------   -------------------------------------------------------





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                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  September 4, 2002                        WILSHIRE OIL COMPANY OF TEXAS.
                                                  (Registrant)



                                                  By:   /s/ Philip Kupperman
                                                       _________________________
                                                       Philip Kupperman
                                                       President



                                      -3-

EX-10

                                                                   EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement"), is made as of July 1, 2002 by and


BETWEEN   Wilshire Oil Company of Texas, a Delaware corporation with an office
          located at 921 Bergen Avenue, Jersey City, New Jersey (the "Company"),

AND       Philip G. Kupperman, residing at 19706 Bay Cove Drive, Boca Raton,
          Florida 33434 ("Employee"),

                        W I T N E S S E T H     T H A T:

     WHEREAS, the Company is engaged in the business of conducting oil and gas
exploration and real estate investment operations; and

     WHEREAS, it is a condition of Employee's employment hereunder that Employee
agree to be bound by the noncompetition, nonsolicitation and confidentiality
provisions hereof; and

     WHEREAS, the Company desires to employ Employee, and Employee desires to be
employed by the Company on the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties agree as follows:

     1. Employment. The Company hereby employs Employee, and Employee accepts
employment by the Company, on the terms and conditions herein set forth.

     2. Term and Termination.

          2.1 Term. The term of Employee's employment under this Agreement shall
     be for a period of two (2) years, commencing on the date hereof and ending
     on June 30, 2004 (the "Expiration Date"), subject to earlier termination as
     provided herein. No later than March 31, 2004, the parties shall advise
     each other whether they desire to seek to extend or renew the term of this
     Agreement or desire to have the employment relationship terminate on the
     Expiration Date. If, on or before March 31, 2004 both parties have advised
     each other that they desire to seek to extend or renew the term of this
     Agreement, then the parties shall attempt to negotiate in good faith an
     extension or renewal of the term of this Agreement for one or more one-year
     periods (on terms and conditions to be negotiated). Unless otherwise agreed
     by the parties in writing, if the parties fail to complete, execute and
     deliver a written extension or renewal of the term of this Agreement by May
     30, 2004, then the employment relationship shall terminate on the
     Expiration Date. In the event that the Company elects not to extend or
     renew this Agreement beyond the Expiration Date, then all of Employee's
     Options that have not yet vested shall fully vest as of the Expiration
     Date.





          2.2 Termination for Cause. The Company may terminate Employee's
     employment prior to the Expiration Date for Cause (as defined below)
     without any prior notice. For this purpose, "Cause" means (i) the
     commission by Employee of any material act of dishonesty with respect to
     the Company which could, in the sole discretion of the Board of Directors
     of the Company, adversely affect the Company, any affiliate of the Company,
     or their respective businesses or assets, or the commission by Employee of
     any act of moral turpitude or the conviction of any crime or felony (ii)
     any violation of law (excluding misdemeanors and including applicable
     regulations) the effect of which could, in the sole discretion of the Board
     of Directors of the Company, adversely affect the Company or any affiliate
     of the Company (iii) a breach of any of the provisions of Sections 6
     (confidentiality), 7 (noncompetition), 8 (nonsolicitation), 9 (records and
     other material) or 10.1 (non-disparagement) hereof, or (iv) Employee's
     failure to perform his duties hereunder or violation of any of the
     Company's material policies in effect from time to time, (provided,
     however, that with respect to item (iv) above, Employee is given written
     notice of such failure or violation and fails to cure such failure or
     violation within thirty (30) calendar days after his receipt of such
     notice, and provided further, that if Employee is diligently pursuing a
     cure at the expiration of such 30-day period, then he shall have an
     additional ten (10) days in which to effect the cure).

          2.3 Termination Upon Death. Employee's employment pursuant to this
     Agreement shall automatically terminate in the event of, and on the date
     of, Employee's death.

          2.4 Termination Upon Disability. In the event that Employee is unable
     to perform his duties under this Agreement due to illness, physical or
     mental incapacity or disability and fails to perform such duties for
     periods aggregating ninety (90) days, whether or not continuous, in any
     continuous period of three hundred sixty (360) days ("Disability"), the
     Company has the right, subject to applicable law, to terminate Employee's
     employment upon at least thirty (30) days prior written notice.

          2.5 Termination without Cause. The Company may terminate Employee's
     employment prior to the Expiration Date without Cause at and for the
     Company's sole convenience and in its sole discretion upon not less than 30
     days' prior written notice. In such event, the Company shall continue to
     pay Employee his salary and bonus in accordance with the terms of this
     Agreement until the Expiration Date, and to provide the benefits set forth
     in Sections 4.6 - 4.7 until the Expiration Date. The Company also shall pay
     or reimburse Employee for his COBRA benefits until the Expiration Date,
     provided, however, that in no event shall the period for such
     payments/reimbursements exceed the eighteen (18) month COBRA period. All of
     Employee's Options that have not yet vested shall fully vest as of the date
     of termination. As a condition to the continuation of payments and benefits
     hereunder and acceleration of vesting of Employee's Options, Employee shall
     execute and deliver (a) an effective general release and agreement not to
     sue in a form reasonably acceptable to the Company pursuant to which
     Employee agrees, among other things, (i) to release all claims against the
     Company and certain related parties (excluding claims for any severance
     benefits payable hereunder), (ii) not to maintain any action, suit, claim
     or proceeding against the Company and certain related parties and (iii) to
     be bound by certain confidentiality and non-




                                      -2-




     disparagement covenants specified therein, and (b) Employee's resignation
     from all positions which Employee then holds with the Company.

          2.6 Payments Upon Termination. Upon termination of the employment of
     Employee with the Company for any reason or no reason (including
     non-renewal at the end of the term), the Company shall pay to Employee
     Employee's unpaid salary up to and including the date of termination and
     any unpaid reimbursement expenses outstanding as of the date of
     termination. Except as otherwise provided in Section 2.5, to the extent
     applicable, any benefits to which Employee or his beneficiaries may be
     entitled under the benefit plans and programs provided pursuant to Sections
     4.3 and 4.5 hereof as of the date of termination will be determined in
     accordance with the terms of such plans and programs, and in accordance
     with federal and applicable state laws. In the event of termination due to
     Employee's death or Disability, the Company shall pay to Employee or his
     heirs, beneficiaries or estate the pro-rated amount of his minimum annual
     bonus up to and including the date of termination, payable at such time as
     bonuses are paid to other employees of the Company. Except as provided in
     this Section 2.6, and to the extent applicable, Section 2.5, the Company
     shall have no further liability to Employee or Employee's heirs,
     beneficiaries or estate for damages, compensation, benefits, severance,
     indemnities or other amounts of whatever nature.

     3. Position and Duties. Employee shall serve full-time as President, Chief
Financial Officer and Chief Operating Officer of the Company and will have such
powers and duties as are commensurate with such position and as may be conferred
upon him from time to time by the Chief Executive Officer and the Board of
Directors of the Company. Employee shall report to the Chief Executive Officer
and the Board of Directors of the Company. During Employee's employment with the
Company under this Agreement, Employee shall devote his entire business time,
attention and energies to the business of the Company, shall perform his duties
honestly, diligently, competently, in good faith and in the best interests of
the Company and shall not undertake any other employment or business association
which requires the rendering of personal services, except that Employee may
serve on the boards of charitable nonprofit organizations and, with the prior
written consent of the Board of Directors of the Company, on the boards of other
organizations, provided, however that in either case, such service does not
interfere with his duties hereunder. Employee's employment under this Agreement
is subject to the Company's employment policies, procedures and practices
generally applicable to executive officers which are not contrary to the express
provisions of this Agreement.

     4. Compensation and Benefits.

          4.1 Salary. For all services rendered by Employee under this
     Agreement, the Company will pay to Employee a fixed base salary at the rate
     of Two Hundred Fifty Thousand Dollars ($250,000) on an annualized basis,
     payable in accordance with the customary payroll practices of the Company,
     as they may be in effect from time to time, but in any event not less
     frequently than once per month.

          4.2 Bonus. Employee shall be entitled to receive an annual bonus
     (based on each contract year rather than each calendar year) of a minimum
     of $50,000 per year,



                                      -3-



     payable at such time as bonuses are paid to other employees of the Company.
     The amount of the bonus (subject to the $50,000 minimum) shall be
     determined in the discretion of the Board of Directors, based on the
     Company's performance, Employee's performance and certain other factors
     determined by the Board of Directors or its nominee Compensation Committee
     or Option Committee.

          4.3 Stock Options and Shares.

               (a) Grant of Options. The committee of the Board responsible for
          administering the Company's stock option plan (the "Committee"), has,
          pursuant to the terms of the Wilshire Oil Company of Texas 1995 Stock
          Option and Incentive Plan (the "Plan"), granted to Employee options
          covering 250,000 shares of Common Stock (as such term is defined in
          the Plan). After January 1, 2003 but no later than July 1, 2003, the
          Committee shall grant to Employee options covering 50,000 shares of
          Common Stock (together with the options to purchase 250,000 shares,
          the "Options"). The Options shall be incentive stock options to the
          extent permitted by law and the terms of the Plan, and the balance
          shall be non-qualified options. The Options shall have an exercise
          price (subject to adjustment as set forth in the Plan) equal to the
          Fair Market Value (as such term is defined in the Plan) of the Common
          Stock underlying the Options on the date of grant, and shall be
          governed by and subject to the terms and conditions of the Plan.
          Subject to the right of the Committee pursuant to the Plan to
          accelerate exercisability and the specific provisions set forth in
          this Agreement with respect to such acceleration, Options covering
          125,000 shares of Common Stock shall vest on the first anniversary of
          the commencement date of this Agreement and the remaining Options
          shall vest on the second anniversary of such commencement date. All of
          Employee's Options shall vest upon (i) a Change in Control Event (as
          defined in the Plan) or (ii) upon a distribution to all shareholders
          of cash and/or stock directly resulting from a sale of a major
          business unit.

               (b) Restriction on Sale of Shares. As a condition to the grant of
          options hereunder, Employee covenants and agrees that he shall not
          sell in excess of 5,000 shares of Common Stock of the Company in any
          one week period or in excess of 10,000 shares in any one month period;
          provided, however, that this restriction shall not apply to (i)
          repurchases by the Company, (ii) tender offers approved by the Company
          and (iii) any acquisition of the Company approved by the Company's
          Board of Directors. (Appropriate adjustments shall be made to the
          foregoing restriction in the event of a stock split or combination of
          shares, recapitalization, reclassification, merger, consolidation or
          exchange). However, absent prior written approval of the Board of
          Directors, under no circumstances shall Employee sell any shares for a
          period of 30 days after the date of termination of his employment
          hereunder for any reason or no reason (including non-renewal at the
          end of the term).

               (c) Company Right of First Refusal. Notwithstanding anything to
          the contrary contained in this Agreement, the Company shall have a
          right of first refusal with respect to sales of Employee's shares.
          Under this right of first refusal, Employee shall advise the Company
          in writing of the number of shares (within the foregoing limits) to be
          sold, and the price per share, which shall be equal to the Fair Market
          Value (as defined in the Plan) on the last business day before the
          date of the notice. Such notice shall be delivered to the Chief
          Executive Officer or, in her absence, to a Vice President of the
          Company in person and by facsimile, with



                                      -4-



          receipt confirmed in writing in order for such notice to be effective.
          The Company shall have three business days to determine whether or not
          to purchase the offered shares at the price offered. If the Company
          has not given Employee notice of its intent to accept such offer by 5
          pm on the third business day after acknowledging receipt of Employee's
          notice, then Employee may sell the offered shares on the open market
          within 30 days after such date. After such 30th day, Employee shall be
          obligated under this right of first refusal to make a new offer to the
          Company in accordance with the provisions of this Section 4.3(c) if he
          wishes to sell any of his shares. If the Company elects to purchase
          shares from Employee pursuant to this right of first refusal, the
          closing of such transaction shall take place no later than 30 days
          after the date of the Company's notice of acceptance.

               (d) Company Repurchase Option. To the degree that Employee's
          options are not subject to forfeiture or termination under the terms
          of the Plan, the Company shall have the option, within 90 days after
          termination of Employee's employment under this Agreement for any
          reason or no reason (including non-renewal by either party at the end
          of the term hereof) to purchase all or any portion of Employee's
          Options from Employee at a price per share equal to the difference
          between the Fair Market Value (as defined in the Plan) of a share of
          Common Stock on the last business day before the date of the notice of
          the Company's election to exercise such option and the per share
          exercise price of the Option. The Company shall exercise its rights
          hereunder by giving written notice to Employee of its election to
          exercise the option set forth herein, specifying the number of Options
          to be purchased, the per share price (which may not be the same for
          all Options, due to different exercise prices of the Options) and the
          aggregate price to be paid. The closing of such transaction shall take
          place no later than 30 days after the date of such notice.

          4.4 Withholding. Payments of compensation pursuant to this Agreement
     are subject to applicable withholding requirements.

          4.5 Benefits. Employee is entitled to participate in any health,
     insurance, disability and other benefit plans that the Company from time to
     time maintains generally for the benefit of its senior employees, subject
     to eligibility requirements and other terms and provisions of such plans.
     Any or all of the benefit policies or plans may be modified, amended or
     terminated by the Company at any time and from time to time in its
     discretion. The amount of employer/employee contributions are also subject
     to change in the Company's discretion.

          4.6 Automobile Allowance. The Company shall provide Employee with an
     automobile allowance of $1,000 per month during the term of this Agreement.

          4.7 Charitable Contributions. The Company shall contribute in
     Employee's name the aggregate sum of $10,000 per contract year (amounting
     to $20,000 in the aggregate for the period from July 1, 2002 to June 30,
     2004) to one or more of the following charitable organizations, but in no
     event more than $5,000 per contract year to any one of the following
     organizations: Jewish Federation of North Jersey, YMHA of Wayne and/or
     Daughters of Miriam in Clifton, or to any other mutually agreed upon
     charitable organization.



                                      -5-




          4.8 Vacation and Holidays. Employee is entitled to paid vacation and
     holidays in accordance with the Company's policies for senior executives,
     as they may exist from time to time; provided, however, that in any event,
     Employee shall be entitled to four weeks paid vacation (to be taken at
     mutually agreeable times and for no more than two weeks at a time) plus
     paid holidays on all Jewish High Holidays, in addition to any other paid
     holidays which are customarily observed by the Company.

     5. Expenses. The Company will pay or reimburse Employee for all reasonable
travel or other business expenses that Employee incurs in performing his duties
and obligations to the Company, subject to the Company's policies and procedures
from time to time in effect and to presentation of appropriate vouchers in
accordance with such policies and procedures.

     6. Confidentiality.

          6.1 While employed by the Company, acting as a consultant to the
     Company or otherwise acting in another capacity for the Company, Employee
     has and may necessarily acquire knowledge of Confidential Information
     (defined below). At all times, both during the term of Employee's
     employment, or other affiliation and thereafter, Employee will keep all
     Confidential Information in strictest confidence and trust. Employee hereby
     acknowledges and agrees that the Company has expended, and will continue to
     expend, considerable time, effort and expense to develop trade secrets and
     other Confidential Information and that the Company's Confidential
     Information is unique and constitutes valuable property of the Company.
     Employee further acknowledges and agrees that at all times the Confidential
     Information is owned by the Company (or disclosed to the Company by third
     parties) with an expectation of confidentiality and that Employee does not
     have any ownership or other proprietary interest in or to the Confidential
     Information, notwithstanding that it is necessary for the Company to
     disclose some or all of the Confidential Information to Employee in
     confidence in order for Employee to perform his duties for the Company.

          6.2 With respect to Confidential Information, Employee agrees that:

               (a) Employee will use Confidential Information only in the
          performance of his duties for the Company, and Employee will not use
          it at any time (during or after employment or other affiliation with
          the Company) for personal benefit, for the benefit of any other person
          or entity, or in any manner adverse to the interests of the Company;
          and

               (b) Employee will not disclose any Confidential Information at
          any time (during or after employment or other affiliation with the
          Company) except to authorized personnel of the Company unless the
          Board of Directors of the Company authorizes such disclosure in
          advance in writing or unless the information becomes generally of
          public knowledge through no act or omission of Employee.

               For purposes hereof, "Confidential Information" means all trade
          secrets and all other non-public or proprietary information, data,
          "know-how" or technology with respect to the business of the Company
          or any of its affiliates or any of the activities, services,



                                      -6-



          products, customers, suppliers, objectives or strategies of the
          Company or any of its affiliates, including without limitation
          information and materials relating to the financial condition,
          operations or performance of the Company or any of its affiliates and
          appraisals relating to the Company's existing properties and
          prospective properties.

          6.3 The provisions of this Section 6 shall not apply to information
     (i) that has been or hereafter is generally known in the Company's industry
     or is otherwise in the public domain through no fault of Employee, (ii)
     that was known to Employee prior to his consulting engagement or employment
     with the Company and which he is under no obligation to keep confidential,
     (iii) that has become available on a non-confidential basis from a source
     other than the Company or any of its affiliates or representatives which
     Employee reasonably believes is entitled to disclose it, or (iv) the
     disclosure of which is required by law or pursuant to court order or
     determined by Employee in good faith to be necessary or appropriate to
     comply with any legal or regulatory order, regulation, governmental
     investigation or requirement.

     7. Covenant Not to Compete. During the period (the "Restricted Period")
commencing on the date hereof and terminating on the date that is two (2) years
after the date of termination of Employee's employment under this Agreement for
any reason or no reason (including non-renewal at the end of the term), Employee
agrees that he will not, unless he obtains the prior written consent of the
Board of Directors, engage in or carry on, directly or indirectly, with or
without compensation, the business of investing in, owning, leasing or licensing
any real property which the Company or any subsidiary invested in, owned, leased
or licensed or evaluated for purposes of investing, owning, leasing or licensing
during the period commencing on the date hereof and ending on the date of the
termination of Employee's employment under this Agreement, either for himself or
as a member of a partnership, limited partnership, limited liability company or
joint venture or as a shareholder (other than as a holder of less than two
percent (2%) of the issued and outstanding stock of a publicly held
corporation), investor, officer or director of a corporation or as an employee,
agent, member, manager, associate, independent contractor or consultant of any
individual, partnership, corporation, limited liability company or other entity.

     8. No Solicitation of Customers or Employees. During the Restricted Period,
Employee agrees that he will not, unless he obtains the prior written consent of
the Board of Directors, directly or indirectly (whether as an owner, partner,
shareholder, agent, member, manager, officer, director, employee, independent
contractor, consultant, or otherwise):

          8.1 Undertake, solicit or assist any third party in undertaking or
     soliciting, or divert or attempt to divert away from the Company, the
     business of any person or entity that is or was at any time within the six
     (6) months prior to the solicitation, a customer of the Company; or

          8.2 Hire, solicit or induce or assist any third party in hiring,
     soliciting or inducing any employee, agent, consultant or independent
     contractor of Company to leave its employ or work for anyone in competition
     with the Company.


                                      -7-



     9. Records and Other Material. Employee agrees that all records, files,
memoranda, reports, customer lists, programs, or any other similar records or
documents relating to the business of the Company (including without limitation
those which may have been used or prepared by Employee, whether or not part of
the Confidential Information), remain the sole personal property of the Company
(except for programs owned by third parties) and remain at all times, both
during and after Employee's employment or other affiliation with the Company, in
the control of the Company. Employee hereby agrees that upon the termination of
his employment or other affiliation with the Company for any reason whatsoever,
Employee shall immediately surrender all such records and documents, and all
copies thereof, together with any other Company property in Employee's
possession, to the Company at its principal business office or such other
location as directed by the Company.

     10. Non-Disparagement.

          10.1 Employee hereby agrees that, during the course of Employee's
     employment with the Company and at all times thereafter, he will not for
     any reason whatsoever, directly or indirectly, in any way, comment (orally
     or in writing) negatively about the Company or its shareholders to any
     individual or entity, disparage or defame the Company's business or
     capabilities, plans or management to any client, media, competitor or any
     other individual or entity, or do anything else to affect adversely the
     goodwill of the Company.

          10.2 The Company hereby agrees that, during the course of Employee's
     employment with the Company and at all times thereafter, it will use
     reasonable efforts to prevent its executive officers and directors from,
     directly or indirectly, in any way, commenting (orally or in writing)
     negatively about Employee to any individual or entity, disparaging or
     defaming Employee's capabilities to any client, media or any other
     individual or entity, or doing anything else to affect adversely the
     reputation of Employee.

     11. Interpretation of Covenants. Each of the covenants in Sections 6
through 10 are to construed as independent of any other covenants or other
provisions of this Agreement. If any court of competent jurisdiction at any time
deems the Restricted Period unreasonably lengthy or any of the covenants set
forth in Sections 6 through 10 (or any of the provisions of this Agreement in
general) not fully enforceable, the other provisions of Sections 6 through 10,
and this Agreement in general, shall nevertheless stand and to the full extent
consistent with law continue in full force and effect, and it is the intention
and desire of the parties that the court treat any provisions of this Agreement
which are not fully enforceable as having been modified to the extent deemed
necessary by the court to render them reasonable and enforceable and that the
court enforce them to such extent (for example, that the Restricted Period be
deemed to be the longest period permissible by law, but not in excess of the
length provided for in Section 7). In the event the Employee breaches any of the
covenants of Sections 7 or 8, the Restricted Period for any such covenant shall
be extended by that amount of time in which the Employee is in breach of said
covenant.

     12. Reasonable Restrictions. Employee acknowledges and agrees that the
restrictions on the activities in which he may engage that are set forth in
Sections 6 through 10 of this Agreement, and the period of time and geographic
area for which such restrictions apply are reasonable and necessary to protect
the Company's legitimate business interests. Employee



                                      -8-


acknowledges that the existence of such restrictions during the Restricted
Period will not prevent him from earning a livelihood.

     13. Damages Inadequate Remedy. Employee understands and agrees that if he
breaches or threatens to breach any of the provisions in Sections 6 through 10
of this Agreement, Company would suffer irreparable harm and damages would be an
inadequate remedy. Accordingly, Employee agrees that, in the event of his breach
or threatened breach, the Company shall have the right to injunctive relief and
other equitable relief in addition to any other remedies that may be available.

     14. Insurance and Indemnification. The Company shall maintain Directors and
Officers insurance for Employee during the term hereof in an amount at least
equal to the amount on the date of execution of this Agreement. During the term
of this Agreement, the Company shall indemnify and defend Employee from and
against any action, suit, or proceeding arising out of the performance of
Employee's duties or his service as an officer of the Company, to the fullest
extent allowed by law, the Company's certificate of incorporation and the
Company's by-laws (as each may be amended from time to time), except to the
extent that such action, suit or proceeding is the result of or arose in
connection with Employee's misconduct or negligence. The Company shall have the
right to defend Employee against any such action, suit or proceeding with
counsel of its choice, subject to the requirements of the applicable rules of
professional conduct for attorneys. In the event that the Company is unable to
assume the defense of Employee, then during the pendency of any such proceeding
the Company shall, to the fullest extent permitted by law, the Company's
certificate of incorporation and the Company's by-laws (as each may be amended
from time to time), advance reasonable expenses that are incurred, from time to
time, by Employee in connection with the proceeding, subject to the receipt by
the Company of an undertaking to the extent required by law, the Company's
certificate of incorporation and the Company's by-laws (as each may be amended
from time to time). In any event, the Company shall indemnify Employee only for
expenses actually and necessarily incurred by him in connection with the defense
of an action, suit or proceeding.

     15. Notices. Except as otherwise provided in Section 4.3(b), any notice
required or permitted to be given pursuant to this Agreement shall be in writing
and shall be deemed given (i) if by hand delivery or by facsimile, upon delivery
thereof, (ii) if by a recognized national overnight courier service, one (1) day
after it has been deposited with such service, or (iii) if mailed, three (3)
days after it has been deposited in the U.S. mails, postage prepaid, certified
mail, return receipt requested. All notices shall be addressed to the parties at
the respective addresses indicated herein or such other address as either party
may in the future specify in writing to the other. A copy of any notice
addressed to the Company shall also be delivered to Lowenstein Sandler PC, 65
Livingston Avenue, Roseland, NJ 07068, Attention: Martha L. Lester, Esq.

     16. Headings. Headings used in this Agreement are for convenience of
reference only and do not affect the meaning of any provision.

     17. Counterparts. This Agreement may be executed as of the same effective
date in one or more counterparts, each of which is deemed to be an original.



                                      -9-



     18. Binding Agreement; Assignment. This Agreement shall be binding upon,
and shall inure to the benefit of, Employee and the Company and their respective
permitted successors, assigns, heirs, beneficiaries and representatives. This
Agreement is personal to Employee and may not be assigned by him. Any attempted
assignment in violation of this Section 18 shall be null and void.

     19. No Waiver. No waiver of any kind by the Company of any past, present or
future conduct of Employee shall be valid unless it is made in writing executed
and delivered by the Company. No failure or delay on the part of the Company to
exercise any right, remedy, power or privilege in connection with this Agreement
shall preclude or limit in any way the exercise of any other right, remedy,
power or privilege by the Company.

     20. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New Jersey, without reference
to the choice of law principles thereof. The state and federal courts of the
State of New Jersey shall be the exclusive courts within which to bring a
dispute relating to this Agreement and the subject matter hereof.

     21. Entire Agreement. This Agreement shall constitute the entire agreement
between the parties with respect to the matters covered hereby and shall
supersede all previous written, oral or implied understandings among them with
respect to such matters.

     22. Amendments. This Agreement may only be amended or otherwise modified by
a writing executed by all of the parties hereto.

     23. Cooperation and Facilitation of Transition Matters. Employee agrees to
cooperate both during and after his employment with the Company, at the
Company's sole cost and expense, with the investigation by the Company involving
the Company or any employee of the Company. If this Agreement is terminated for
any reason other than by the Company due to Employee's death or Disability,
Employee will for a period of one (1) year after the termination, at the
Company's sole cost and expense, take all reasonable actions as may be
reasonably requested by the Company from time to time to maintain for the
Company the business, goodwill, and business relationships of any such entity's
clients or matters with which or about which Employee worked during the term of
Employee's employment by the Company or any predecessor or successor. By way of
illustration, (and not as an exhaustive list), in order to carry out Employee's
obligations under this Section 23, if requested by the Company (and in the
manner so requested) Employee shall (i) notify clients or other business
contacts of Employee's departure, (ii) introduce such clients or others to
successor contacts designated by the Company, and (iii) provide the Company with
all information relevant to Employee's work for the Company and the servicing of
such matters and clients. The Company shall cooperate with Employee to
reasonably limit the time to be expended by Employee to carry out his
obligations under this Section 23 so as to not interfere in any material respect
with the time needed by Employee to perform his duties of employment with third
parties or to seek other employment following the termination of his employment
with the Company.



                                      -10-




     24. No Attachment. Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect; provided, however, that nothing in this Section 24 shall
preclude the assumption of such rights by executors, administrators or other
legal representatives of Employee or his estate and their assigning any rights
hereunder to the person or persons entitled thereto.

     25. Source of Payment. All payments provided for under this Agreement shall
be paid in cash from the general funds of Company. Company shall not be required
to establish a special or separate fund or other segregation of assets to assure
such payments, and, if Company shall make any investments to aid it in meeting
its obligations hereunder, Employee shall have no right, title or interest
whatever in or to any such investments except as may otherwise be expressly
provided in a separate written instrument relating to such investments. Nothing
contained in this Agreement, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between Company and Employee or any other person. To the extent
that any person acquires a right to receive payments from Employee hereunder,
such right, without prejudice to rights which employees may have, shall be no
greater than the right of an unsecured creditor of Company.

     26. Survival. Sections 2.5, 2.6, 4.3(b), (c) and (d), and 6 through 26 of
this Agreement shall survive the termination of this Agreement.



                            [signature page follows]



                                      -11-




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                                 -------------------------------
                                                  Philip G. Kupperman

                                                 WILSHIRE OIL COMPANY OF TEXAS


                                                 By:____________________________
                                                    Name:
                                                    Title:


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