EMPLOYMENT AGREEMENT

        This Employment Agreement entered into this 1st day of July, 1996, is
between Bruce D. Downing, hereinafter referred to as "Employee" and Technology
Resource Center, Inc., hereinafter referred to as the "Company" and together
hereinafter referred to as the "Parties" with certain conditions and
considerations as set forth herein.

1. Employment:

        The Company is desirous of employing Employee in the position of
President and Employee is desirous of providing such services to the Company and
is generally provided for in the job descriptor of President. The Employee will
report directly to the Chief Executive Officer of the Company or his elect.

2. Compensation:

        The Parties having discussed the mutual desires of each other, do agree
that a fair and equitable minimum compensation of the Employee's services are as
follows:

           o Annualized base salary: $75,000, payable bi-weekly.

           o Annual bonus opportunity: Maximum of $25,000 (specific terms and 
             conditions to be determined by the Employee and the Company after 
             the Employee's July 1, 1996 start date).

           o Entitlement to participate fully in all available employee benefit
             programs.

3. Term of Agreement; Termination:

        The term of this Agreement shall be one (1) year commencing on July 1,
1996 and thereafter shall continue from year-to-year unless and until either
Party shall give notice to the other at least 90 days prior to the end of the
original or then current renewal term of his/her or its intention to terminate
at the end of said term.

        Definition of Breach - It is understood that either Party may terminate
this Agreement for convenience or for breach. Termination for BREACH shall be
defined as follows:


           1) Deliberate disclosure of Company secrets for consideration; or

           2) Conviction, of either Party, of a felony involving moral 
              turpitude, or breaking of any other law which may reasonably be 
              deemed to cause a detrimental effect upon the other party as a 
              result of the mutual association of the parties.

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        a) Notwithstanding the provisions of above, the Company (or the
Employee) shall have the right to terminate this Agreement, without further
liability or obligation hereunder in the event that Employee (or the Company)
has breached this Agreement in any particular.

        b) The Company may additionally terminate the employment of the Employee
for convenience (as opposed to termination for breach of this Agreement as
herein defined), in the event that the Employee fails to perform in a manner
which is reasonably consistent with the above mentioned duties; or dies; or
becomes disabled such that he/she has been unable to perform any of his duties
hereunder for sixty (60) days during any year of this Agreement or for any
period of thirty (30) consecutive days; and Employee may terminate this
Agreement in the event the Company goes into Bankruptcy or Receivership.

4. Separation Caused by Acquisition, Merger:

        a) In the event the Company formally announces that it is to be 
acquired, merged into another entity, consolidated, and/or reorganized
(Acquired) during the life of this Agreement or any renewal term thereof and
said acquisition is approved by the necessary votes of the Board of Directors
and (if required) shareholders, and the acquirer chooses to terminate the
Employee, the Company is obligated to pay the Employee an immediate lump sum
severance payment equal to one (1) year annual salary, plus an amount equal to
any deferred compensation, plus bonus. Annualized bonus will be payable based on
the terms and conditions outlined in point 2 above.

5. Restrictions on Competition:

        Employee covenants and agrees that: (a) during the initial term and any
renewal terms of his/her employment hereunder and, (b) if but only if this
Agreement is terminated by Employee (as hereinafter defined) during the initial
terms, or any renewal term hereof, for a period of one (1) year after
termination of his/her employment hereunder, he/she shall not engage in any
business activities within the Continental United States, the same as, or in
competition with business activities carried on by the Company during the period
of Employee's employment by the Company, or in the definitive planning stages at
the time of termination of Employee's employment. The term "engage in" shall
include, without being limited to, activities as proprietor, partner,
stockholder, principal, agent, employee or consultant.

        For the purposes of this Paragraph, a termination of this Agreement by
Employee shall be deemed to have occurred only if Employee shall cease to be
employed by Company pursuant to; notice of election by Employee to terminate
this Agreement during the initial term or any renewal term hereof, or if Company
shall terminate this Agreement by reason of a breach of this Agreement by
Employee.

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6. Trade Secrets:


        During the term of employment under this Agreement the Employee will
have access to and become familiar with various trade secrets, consisting of
formulas, patterns, devices, secret inventions, processes, compilations of
information, records, and specifications, which are owned by the Company and
which are used in the operation of the business of the Company. The Employee
shall not disclose any of the aforesaid trade secrets, directly or indirectly,
nor use them in any way, either during the term of this Agreement or at any time
thereafter, except as required in the course of his employment by the Company.
All files, records, documents, drawings, specifications, equipment, and similar
items relating to the business of the Company, whether prepared by the Employee
or otherwise coming into his/her possession, shall remain the exclusive property
of the Company.

        The Employee agrees to:

        1. Promptly and fully disclose to the Company any and all inventions,
discoveries and improvements made by him/her pertaining to or useful in the
business of the Company, during his/her period of employment by the Company,
said inventions, discoveries or improvements shall become and remain the
property of the Company whether or not patent applications are filed thereon;

        2. Upon request and at the expense of Company, make application through
the attorneys for the Company, for Letters Patent of the United States and any
and all countries foreign thereto, on said inventions, discoveries or
improvements, and to assign and transfer all said applications, inventions,
discoveries, and improvements to the Company, or its nominee, forthwith and
without further consideration, and;

        3. Upon request of the Company, execute all papers and to do all other
things that may be reasonably required in order to protect the rights of the
Company, and to vest in it, or its successors or assigns the entire right, title
and interest in and to any and all inventions, discoveries and improvements and
the applications for Letters Patent herein provided for.

7. Miscellaneous Provisions:

        a) Any notices pursuant to this Agreement shall be validly given or
served if in writing and delivered personally or sent by registered or certified
mail, postage prepaid, to the following addresses:

If to Company:                                   If to Employee:

Technology Resource Center, Inc.                 Bruce D. Downing        
700 Abbott Drive                                 200 Sycamore Mills Road 
Broomall, PA 19008                               Media, PA 19063         
Attn: Chief Executive Officer                    

or to such other addresses as either party may hereafter designate to the other
in writing.

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        b) Notices delivered personally shall be deemed communicated as of the
actual receipt; notices mailed shall be deemed communicated as of five (5) days
after mailing.

        c) If any provision of this Agreement shall be or become illegal or
unenforceable in whole or in part for any reason whatsoever, the remaining
provisions shall nevertheless be deemed valid, binding and subsisting.

        d) The waiver by either Party of a breach or violation of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach or violation thereof.

        e) This writing represents the entire Agreement and understanding of the
Parties with respect to the subject matter hereof; it may not be altered or
amended except by agreement in writing signed by both Parties.

        f) The Agreement has been made in and its validity, performance and
effect shall be determined in accordance with the laws of the Commonwealth of
Pennsylvania.

        g) The headings of paragraphs in this Agreement are for convenience 
only; they form no part of this Agreement and shall not affect its 
interpretation.

        h) This Agreement supersedes any earlier Employment Agreement and as 
such is the only Agreement in force.

        IN WITNESS WHEREOF, and intending to be legally bound, the parties have
executed this Agreement under seal on the day and year first above written.



                                       TECHNOLOGY RESOURCE CENTER, INC.

ATTEST:


?????                                  /s/ Andrew E. Trolio 
------------------------------         ------------------------------------
?????                                  Chief Executive Officer and
?????                                  Chairman of the Board


                                       /s/ Bruce D. Downing
                                       ------------------------------------