EMPLOYMENT AGREEMENT WITH DAVID C. BRYAN

EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 2nd 
day of July, 1997 by and between Sigma Alpha Group, Ltd., a Delaware 
corporation  ("Company"), and David C. Bryan  ("Executive").  

WHEREAS, Company desires to employ Executive as its Senior Vice 
President/Chief Operating Officer and Executive desires to be employed by 
Company, upon the terms and conditions hereinafter set forth.  

NOW, THEREFORE, in consideration of the mutual covenants and agreements 
set forth and the mutual benefits to be derived herefrom, and intending to be 
legally bound hereby, the Company and the Executive agree as follows:  

1. Employment and Term.  Company hereby employs Executive and 
Executive hereby accepts employment for a term commencing on July 18, 1997 and 
continuing until July 18, 2000, unless sooner terminated as provided for in 
this Agreement.  Company and  Executive have the option to renegotiate this 
Agreement beyond the three-year period.  Executive hereby warrants and 
represents to Company that he is free to enter into this Agreement and is not a
party to any agreement, written or otherwise, or bound by any restrictions, 
which limit or restrict him from entering into this Agreement or performing the
services, duties and responsibilities called for hereunder.    

	2.	Duties.  

2.1 Executive shall perform the duties of the Senior Vice 
President/Chief Operating Officer of the Company and such additional executive 
duties of Company and its affiliates as may be, from time to time, requested of 
him by the Company's Board of Directors or the Chairman and/or Chief Executive 
Officer of the Company.  

2.2 Executive shall devote his full professional time and best 
efforts to the performance of his duties and responsibilities hereunder  to 
advance the interests of the Company and shall not during the term of this 
Agreement (as defined in Section 1 hereof) be employed, involved or otherwise 
engaged in, either directly or indirectly, any other employment for gain, 
profit or other pecuniary advantage, without prior written consent of Company.
At no time shall Executive engage in any activity that conflicts with the 
business of the Company or its affiliates.  Nothing set forth in this section 
2.2 shall be construed to prevent Executive from (i) acting as a member of  
Board of Trustees or a member of Board of Directors of any other corporation, 
or as a member of the Board of Trustees of any organization or entity which is 
not a competitor of the Company or (ii) devoting of such of Executive's time 
and attention to philanthropic, charitable, civic, community or other 
activities or endeavors as Executive shall reasonably determine but only to the
extent that Executive's pursuance of any activities or endeavors does not 
materially and adversely effect the Executive's ability to perform and 
discharge Executive's duties and objectives to the Company hereunder.  






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2.3 Except for required travel on Company business, Executive 
shall perform his duties and responsibilities at the Company's principal 
executive offices located in the greater Philadelphia area.  The Company shall 
furnish Executive with office space, secretarial assistance, a personal 
computer, and such other facilities and services as shall be suitable to 
Executive's position and adequate for the performance of his duties hereunder.

3. Compensation.  For all duties and responsibilities to be performed 
and/or assumed by Executive hereunder, Executive shall be entitled to receive 
an annual salary as set forth below ("Base Salary").  The Base Salary, less any
sums required to be withheld by law, shall be payable in equal monthly 
installments or such other more frequent regular installments as the Company 
may, from time to time, determine.  For purposes hereof, Base Salary shall be:

3.1.1 For the twelve-month period commencing with the date 
hereof, the Base Salary shall be One Hundred Twenty and Five Thousand Dollars 
($125,000).  

3.1.2 For each year thereafter, the Base Salary shall be 
increased by an amount determined by the Board of Directors but in no event 
less than (i) five percent (5%) after the first year, six percent (6%) after 
the second year and seven percent (7%) after the third year and each year 
thereafter upon mutual agreement to extend the term.  Each percentage increase 
for a particular year shall be based on the Base Salary for the immediately 
preceding year.  

4. Fringe Benefits.  Company shall pay for or provide Executive with 
the following benefits:  

4.1 For the first year, Executive shall be entitled to three (3) 
weeks paid vacation to be used at the Executive's discretion.  Thereafter, 
Executive shall be entitled to four (4) weeks paid vacation during each full 
year of this Agreement to be used at the Executives discretion.  Vacation time 
shall accrue on a pro-rata basis during each year of this Agreement.  Any 
unused vacation shall  be cumulative from year to year unless otherwise agreed 
upon by the parties.  

4.2 Health and hospitalization insurance established and 
maintained by the Company for its senior executives and key management 
personnel.  Since the Company presently does not have, in effect, a plan for 
health and hospitalization insurance, Company shall reimburse Executive for all
COBRA payments made by Executive to his previous employer for health and 
hospitalization coverage for Executive and his family.  Thereafter, Company 
shall either secure and maintain health and hospitalization insurance for 
Executive and his dependents or reimburse Executive for coverage comparable to 
Pennsylvania Blue Shield/Blue Cross for Executive and his immediate family. 

4.3 Such other employee benefits maintained by the Company for 
its senior executives and key management employees, including, all pension, 
profit sharing, retirement, stock bonus and stock option plans, to the extent 
Executive is eligible to participate pursuant to the terms and conditions of 
such plans.  






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4.4 Executive shall be reimbursed in a timely manner for all 
items of travel, entertainment and miscellaneous expenses which Executive 
reasonably incurs in connection with the performance of his duties hereunder, 
provided that the Executive submits to the Company such statements and other 
evidence supporting said expenses as the Company my reasonably require.  
Executive, when traveling on Company business, shall be permitted to fly first 
class on all domestic flights and business class on all international flights.

		
	5.	Stock Options.

5.1 As part of Executive's compensation for services to be 
rendered hereunder, Executive shall have the right and option to purchase from 
Company voting common stock in Company ("Option").  The total number of shares 
available to Consultant under this Option is Three Hundred and Fifty Thousand 
Shares (350,000) at a purchase price of Two Dollars ($2.00) per share ("Option 
Shares").  The Option Shares are available for purchase in installments as 
listed in Column A below and each installment shall become vested on the 
corresponding date listed in Column B, as follows:  

                    Column A                      Column B
               Number of Shares             Date Option Shares 
           Available for Purchase              Become Vested 

                     50,000               Upon the commencement of
                                          Executive's employment
                                          pursuant to the terms of
                                          this Agreement

                    100,000                   July 14, 1998	

                    200,000                   July 14, 1999

In order for the Option Shares to become vested as provided for above, 
Executive must be employed by the Company under the terms of this Agreement as 
of the vesting date set forth in Column B above.  

5.2 Except as otherwise provided for below, the term of the 
Option granted shall remain in effect for ten (10) years from the date on which
such Option Shares become vested.  If the Executive's employment with the 
Company is terminated  by the Company for Cause (as defined herein) or by the 
act of Executive, the Executive's right to exercise vested Option Shares shall 
cease and become null and void within thirty (30) days of the date employment 
terminated, except as otherwise provided in Section 5.3 hereof.  All unvested 
Option Shares will terminate immediately as of the date of such termination of 
employment.  In the event the Company receives, accepts and consummates a 
tender offer for all of its outstanding common stock prior to the vesting of 
the Option Shares, the vesting rights shall be accelerated so as to allow 
Executive to exercise the Option to purchase all of the Option Shares 
immediately prior to the consummation of such tender offer.  

5.3 Notwithstanding anything in this Section 5 to the contrary, 
if the Executive's employment is terminated for Cause, as set forth in Section 
6.3, the Company shall have the right to terminate and withdraw any vested or 
unvested Options under this Agreement.  



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5.4 The purchase price of the Option Shares shall be paid in full 
upon the exercise of the Option, and Company shall not be required to deliver 
certificates for such Option Shares until payment has been made.  In addition 
to, and at the time of payment of the purchase price for such Option Shares, 
Executive shall be responsible for all federal and state withholding or other 
employment taxes applicable to the taxable income of such Executive and any 
other fees resulting from the exercise of the Executive.  
       
5.5 Each share of Option Stock purchased pursuant to the terms 
hereof shall carry all appropriate registration and/or restrictions on sale and
notices as determined from time to time by Company's securities counsel.  
Executive shall cooperate with Company and Company's counsel in complying with 
all applicable securities laws.  

6.    Termination of Employment.  The employment of Executive and 
Company's liability and obligations hereunder shall terminate as follows:  

6.1   This Agreement shall terminate immediately upon the death of 
Executive.  In such event, Company shall pay to such person as Executive may 
designate in a written notice filed with the Company, or if no such person 
shall be designated, to Executive's estate, a lump sum death benefit in an 
amount equal to twelve (12) months of Executive's Base Salary as in effect on 
the date of Executive's death and double indemnity in event Executive's death 
occurs while traveling on Company business.  

		6.2	This Agreement shall terminate immediately upon the 
Disability of Executive.  Disability shall exist if due to a mental or physical
condition, Executive is determined to be unable to perform his duties and 
responsibilities hereunder for a continuous period of two (2) months.  
Disability shall be conclusively established by written certification by two 
(2) licensed, disinterested physicians selected as mutually agreed upon between
Company and Executive.  In the event the two (2) physicians disagree, a third 
physician shall be selected by the two physicians to break such impasse.  The 
costs associated with the determination of Disability shall be borne equally 
between Company and Executive.  In the event of Disability, Executive shall be 
entitled to receive his Base Salary in accordance with Section 3 for a period 
of six (6) months following the onset of Disability.  

		6.3	The Company may discharge the Executive for Cause and thereby 
immediately terminate his employment under this Agreement.  For purposes of 
this Agreement, Company shall have "Cause" to terminate the Executive's 
employment if the Executive, in the reasonable judgment of the Company: 

			6.3.1	Willfully fails to perform any reasonable directive of 
the Company's Board of Directors, Chairman or Chief Executive Officer.  

			6.3.2	Materially breaches any of the agreements, duties, 
responsibilities or obligations under this Agreement.

			6.3.3	Embezzles or converts to his own use any funds or 
property of the Company or any client or customer of the Company.

			6.3.4	Is convicted of a felony or any crime involving 
larceny, embezzlement or moral turpitude.  




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		6.4	In the event that Executive's employment is terminated by the 
Company without Cause, as defined in Section 6.3, above, for a reason other 
than death or Disability, or  Executive shall resign for "Good Reason", as 
defined below, then, in such event:  

			6.4.1	Executive's Base Salary, as defined in Section 3 as 
then in effect, shall continue to be paid for a period of six (6) months 
("Payment Period").  

			6.4.2	Company shall maintain in effect during the Payment 
Period, for the continued benefit of the Executive, all of the employee benefit
plans and programs in which the Executive was entitled to participate 
immediately prior to the Executive's termination provided same is possible 
under the general terms and provisions of such benefit plans and programs.  
Moreover, during the Payment Period the Company shall provide the Executive 
with such reasonable administrative and secretarial support services as may be 
necessary or appropriate in order to assist Executive in finding new employment
or Executive may select an out-placement service to be paid for by the Company 
at a cost not to exceed Five Thousand Dollars ($5,000).

For purposes of this Section 6.4, "Good Reason" shall mean: 
	
			(i) An assignment to the Executive of any duties inconsistent 
with, or a material change in the nature or scope of, Executive's 
responsibilities, authority or duties hereunder.

			(ii) Failure by the Company to comply with the provisions of 
this Agreement.  

			(iii) Ill health of Executive or a member of his family, or 
any other compelling personal circumstance which, in the mutual discretion of 
the Executive, and the Chairman of the Company makes the Executive's continued 
employment hereunder impossible, or inappropriate. 

		6.5	Executive may voluntarily terminate his employment under this 
Agreement without Good Reason, as defined in Section  6.4 above, by giving the 
Company ninety (90) days prior written notice thereof, and upon the expiration 
of such ninety (90) day period, Executive's employment under this Agreement 
shall terminate, and Company shall have no further obligation or liabilities 
under this Agreement except to pay the Executive the portion, if any, that 
remains unpaid of the Base Salary and unpaid accrued prorated vacation for the 
period up to the date of termination.  Resignation as defined herein must be in
written form to the Board, witnessed and signed by the Executive.  

	7.	Surrender of Books and Records.  Executive acknowledges that all 
lists, books, records, literature, products and any other materials owned by 
Company or its affiliates or used by them in connection with the conduct of 
their business, shall at all times remain the property of Company and its 
affiliates and that upon termination of employment hereunder, irrespective of 
the time, manner or cause of said termination, Executive will surrender to 
Company and its affiliates all such lists, books, records, literature, products
and other materials. 






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	8.	Miscellaneous.  

		8.1	Any notice, demand or communication required or permitted 
under this Agreement shall be in writing and shall be sufficient when delivered
personally, or three (3) days after mailing by registered or certified mail, 
return receipt requested, or the next day if sent by nationally recognized 
overnight courier with proof of delivery, in each case postage prepaid, 
addressed as follows: 

			If to the Company: 
			
   Sigma Alpha Group, Ltd.
			1341 N. Delaware Avenue
			Philadelphia, PA 19125
			Attn.: Peter S. Pelullo, Chairman/CEO

			If to the Executive: 

			David C. Bryan
			252 Chamounix Circle
			St. Davids, PA  19087

The foregoing addressees may be changed at any time by notice given in the 
manner herein provided.  

		8.2	This Agreement constitutes the entire understanding and 
agreement between Company and Executive regarding its subject matter and 
supersedes all prior negotiations and agreements, whether oral or written, 
between them with respect to its subject matter.  This Agreement may not be 
modified except by a written agreement signed by the Executive and the Company.

		8.3	This Agreement shall be binding upon and inure to the benefit 
of the parties and their respective heirs, executors, successors and assigns, 
except that this Agreement may not be assigned by the Executive. 

		8.4	No waiver by either party of any condition or of the breach 
by the other of any term or covenant contained in this Agreement, whether by 
conduct or otherwise, in any one or more instances shall be deemed or construed
as a further or continuing waiver of any such condition or breach or a waiver 
of any other condition, or the breach of any other term or covenant set forth 
in this Agreement.  Moreover, the failure of either party to exercise any right
hereunder shall not bar the later exercise thereof.  

		8.5	This Agreement shall be governed by the statutes and common 
laws of the Commonwealth of Pennsylvania, excluding it's choice of law statutes
or common law.  

		8.6	The headings of the various sections and paragraphs have been 
included herein for convenience only and shall not be construed in interpreting
this Agreement. 

		8.7	If any provision of this Agreement shall be held invalid or 
unenforceable, the remainder of this Agreement shall, nevertheless, remain in 
full force and effect.  If any provision is held invalid or unenforceable with 
respect to particular circumstances, it shall, nevertheless, remain in full 
force and effect in all other circumstances.  


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		8.8 This Agreement may be executed in several counterparts, each of 
which shall be deemed to be an original but all of which together will 
constitute one and the same instrument.  

	IN WITNESS WHEREOF, this Agreement has been executed by the Executive and 
on behalf of the Company by its duly authorized officer on the date first above
written. 

ATTEST:		                               			SIGMA ALPHA 
GROUP, INC.

      s/Ernest Cimadamore                       s/Peter S. Pelullo
By:   _______________________	             By:  __________________________
      Ernest Cimadamore                         Peter S. Pelullo
      Secretary                                 Chairman/CEO


                                                s/David C. Bryan
                                                __________________________
                                                David C. Bryan