EXHIBIT 10.13 
                                                        As of February 15, 1995



Mr. Robert P. Freeman
280 Abrahams Lane
Villanova, PA  19085

Dear Bob:

     This  letter  will  confirm  that if,  within  one (1) year of a Change  of
Control (as defined  below) of Recticon  Enterprises,  Inc.  ("Employer"),  your
employment is terminated without cause by Employer,  or by you (the "Executive")
because of (i)  assignment to the  Executive,  without the  Executive's  written
consent, of any duties inconsistent with his position, duties,  responsibilities
and   status   with   Employer,   or   change   in  the   Executive's   reported
responsibilities,  titles  of  offices  or any  plan,  act,  scheme or design to
constructively  terminate the Executive or (ii) reduction by the Employer of the
Executive's Base Salary, the Executive shall receive the following benefits:

     1.  Employer  will pay the  Executive  at the time  provided  for in this
letter  the Base  Salary  through  the date of  termination  at the rate then in
effect;

     2. In lieu of any further  salary  payments to the  Executive for periods
subsequent to the date of  termination,  Employer  will, pay as severance pay to
the Executive on the 10th business day  following the date of  termination  (the
"Payment  Date"),  a lump sum  equal to two times the  Executive's  annual  Base
Salary;

     3. If the Executive  terminates his employment  with the Company  between
the first and  second  year of a Change of  Control  for any  reason  whatsoever
(other than "For  Cause"),  the Employer  will pay to the  Executive at the time
provided  for in this  letter,  the  amount  he would  have  been paid if he had
remained employed through the end of the second year of a Change of Control, but
in no event less than an amount equal to six months of Base Salary.

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     4.  Employer  will  maintain all medical,  health and accident  plans and
programs in which the Executive was entitled to participate immediately prior to
the date of termination in full force and effect, for the Executive's  continued
benefit until the earlier of (A)  twenty-four  months,  or (B) the date on which
the Executive is covered for such benefits by reason of his being  employed with
any  other  person  or  entity,   provided   that  the   Executive's   continued
participation  is possible  under the general terms and provisions of Employer's
plans and programs. In the event that the Executive's  participation in any such
plan or program is barred,  Employer, at its sole cost and expense, will use its
reasonable efforts to provide the Executive with benefits  substantially similar
to those  which the  Executive  was  entitled  to  receive  under such plans and
programs; and

     5. The  Executive  will not be  required  to  mitigate  the amount of any
payment  provided for in this letter by seeking  other  employment or otherwise,
nor will the amount of any payment provided for in this letter be reduced by any
compensation  earned by the  Executive  as the result of  employment  by another
employer after the date of termination, or otherwise.

     "Change of Control"  Defined.  A "Change in Control" of Employer  means (A)
the approval of the stockholders of the Employer of the sale, lease, exchange or
other transfer (other than pursuant to internal  reorganization) by the Employer
of all or substantially all of its assets to a single purchaser or to a group of
associated  purchasers;  (B) the acquisition by a single purchaser or a group of
associated purchasers of securities of the Employer representing fifty-one (51%)
percent or more of the combined voting power of the Employer's then  outstanding
securities in one or a related series of transactions (other than pursuant to an
internal  reorganization);  or (C) the change of the membership of a majority of
the Board of Employer  during any period of two  consecutive  years,  unless the
election, or the nomination for election by the Employer's stockholders, of each
new  director  was approved by a vote of at least  two-thirds  of the  directors
still in office who were directors at the beginning of the period.
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     If the foregoing is acceptable, please sign and return the enclosed copy of
this letter to the undersigned. 

                                                     Very truly yours,

                                                     RECTICON ENTERPRISES, INC.

                                                     Stephen A. Ollendorff

                                                     Stephen A. Ollendorff
                                                     Chairman of the Board
ACCEPTED AND AGREED:

Robert P. Freeman
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Robert P. Freeman