EXHIBIT 10.13.1

                              EMPLOYMENT AGREEMENT

         This Employment Agreement entered into this 1st day of July, 1997, 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:
         -------------

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

                  o Bonus opportunity: Annual Bonus: As stated in the 1997
                  Executive Compensation Plan. Base Target established at 40% of
                  base salary above. Long Term Incentive: As stated in the 1997
                  Executive Long Term Incentive Plan. Base Target at 20,000
                  points.

                  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,
1997. Renewal, if desired, will be negotiated between the parties. These
negotiations should commence 90 days prior to end of 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, or 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.

         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.

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         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 with any organization with which the COMPANY has been
actively engaged in business activities during the period of EMPLOYEE'S
employment by the COMPANY, or in the planning stages at the time of termination
of EMPLOYEE'S employment by the COMPANY.

         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 of 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:
         --------------                           ---------------

         Scangraphics, Inc.                       Bruce D. Downing
         649 N. Lewis Road, Suite 220             200 Sycamore Mills Road
         Limerick, PA  19468                      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 of 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 heading 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.

                                    SCANGRAPHICS, INC.

ATTEST:

 /S/ William C. Hubbard             /S/ Laurence L. Osterwise    7/25/97
 ----------------------             -------------------------    -------
William C. Hubbard                  Laurence L. Osterwise        Date
Executive Vice President            President and Chief Executive Officer

Date 7/25/97
     -------

                                    EMPLOYEE:

                                    /S/ Bruce D. Downing         7/25/97
                                    --------------------         -------
                                    Bruce D. Downing             Date

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