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                                                                 Exhibit 10.31

                            EMPLOYMENT AGREEMENT


     This Employment Agreement ("Agreement") is entered into as of this 
Thirtieth day of June, 1998 by and between On-Site Sourcing, Inc. with 
address of 1111 N. 19th Street, Sixth Floor, Arlington, Virginia 22209 ("OSS" 
or the "Company") and Alfred T. Duncan ("Mr. Duncan" or the "Employee") with 
home address at 1004 Monroe Street, Herndon, VA 20170.

     WHEREAS, OSS desires to employ the services of Mr. Duncan utilizing 
Mr. Duncan's knowledge and expertise as a full-time employee without the 
distraction of employment related uncertainties and considers such 
employment in the best interests of the Company and its shareholders, and Mr. 
Duncan desires to be employed full time by the Company; and

     WHEREAS, OSS and Mr. Duncan desire to enter into an Agreement 
reflecting the terms under which Mr. Duncan will be employed by the 
Company.

      NOW, THEREFORE, in consideration of the promises and mutual covenants 
set forth herein, the parties hereto agree as follows:

     1. TERM. This Agreement will remain in effect for a three year period 
from the date of the Agreement. It will be reviewed automatically for 
succeeding periods of one year unless sooner terminated as provided in 
section 6 below.

     2. NATURE OF EMPLOYMENT. Mr. Duncan shall be employed as Chief Financial 
Officer of the Company with full power and authority as determined by the 
Board of Directors of OSS (the "Board"). Mr. Duncan agrees to perform 
diligently and faithfully such duties and serve in the above capacity or in 
such capacities as the Board of Directors of the Company shall determine.

     Mr. Duncan's duties include but are not limited to the following:

     (a) Report to the President of the Company.

     (b) Manage the Financial Operations of the Company.

     (c) Assist the Company in the development of all phases of the Company's 
         business.

     Mr. Duncan shall be employed by the Company on a full-time basis and 
shall not during the term of this Agreement be engaged in any other business 
activity that, in the judgment of the Company's Board of Directors, impedes 
or distracts from Mr. Duncan's performance of services for the Company 
hereunder. During the period of employment, Mr. Duncan further agrees not to 
(i) solely or jointly with others undertake or join any planning for or 
organization of any business activities of the Company, and (ii) directly or 
indirectly, engage or participate in any other activities in conflict with 
the basic interests of the Company.

     3. COMPENSATION FOR SERVICES. As consideration to Mr. Duncan for 
services rendered under this Agreement, OSS shall compensate Mr. Duncan 
as follows:


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     (a) BASE SALARY. Mr. Duncan shall receive a base salary of $10,633.33 
and thereafter to be determined at the discretion of the Board of Directors.

     (b) BENEFITS. The Employee shall be entitled to three weeks (15) days 
paid Annual Leave per year for each of the first five (5) years of employment 
beginning at commencement of employment. No annual leave accrues nor may be 
taken during the 90 day Introductory Period. Annual Leave shall accrue during 
each year but may not be carried over and accumulated in subsequent calendar 
years and no additional wages or salary will be paid to the Employee in lieu 
of Annual Leave unless approval in writing is granted by management. Any 
annual leave taken but not yet earned at the time of termination/resignation 
of employment will be deducted from the Employee's final paycheck. The 
Employee shall be entitled to four weeks paid annual leave each year after 
the fifth anniversary which is to be considered June    , 2003. No more than 
one week shall be taken consecutively without the prior written approval by 
the Company.

     Annual Leave may be used for the purpose of vacations, visiting medical 
professionals, recovering from illness or other personal reasons. In the 
event that the Employee is required to take a disability leave of absence, 
any accrued annual leave will be taken at the time the leave commences. 
Annual Leave will not accrue in the event that a disability leave of absence 
or a personal leave of absence is taken. Annual Leave does not apply if leave 
is needed as a result of self-inflicted injury, illegal substance abuse or 
alcohol abuse, or illness or injury incurred while in the act of committing a 
felony. In the event of an illness or injury which is covered by workers' 
compensation insurance, the annual leave policy will not apply.

     (d) REIMBURSEMENT FOR BUSINESS EXPENSES. Mr. Duncan shall be reimbursed 
within fifteen (15) days of receipt by OSS of proper documentation of OSS 
business expenses incurred by the Employee in accordance with Company policy. 
To the extent permitted by applicable law, OSS, shall treat these expenses as 
senior in the right of payment to any other obligation of OSS.

     (e) STOCK OPTIONS. Mr. Duncan shall receive stock options to purchase 
80,000 shares of the Company's stock at $ILLEGIBLE per share, based on the 
decision of the Board of Directors. Options to purchase 32,000 shares of 
common stock shall vest upon the signing of this agreement, with the 
remaining options vesting in equal portions at the end of each quarter over a 
period of two (2) years. The options shall be exercisable for a period of 
five years from the date of grant. The options are cancelable upon Mr. 
Duncan's termination from the Company as defined in Section 6 below. 
Furthermore, the options shall inure to the benefit of the Employee's heirs 
and designees.

     (4) RESPONSIBILITIES OF EMPLOYEE. The responsibilities of Mr. 
Duncan under this Agreement are as follows:

     (a) Mr. Duncan agrees to serve OSS for the term of employment specified 
in Section 1 above. Mr. Duncan agrees to (i) devote his full business time to 
the business and affairs of OSS, (ii) use his best efforts to promote the 
interests of OSS, and (iii) perform faithfully and efficiently the 
responsibilities assigned to him by the Board and listed in Paragraph 2 of 
this Agreement.

     (b) During the term of this Agreement, Mr. Duncan shall not perform 
services for any person or entity that competes directly or indirectly with 
the Company. Mr. Duncan agrees to disclose in writing to the Board any 
non-Company business activities for which Mr. Duncan receives compensation 
for services rendered. If the board deems such activities to be excessive and 
to conflict with Mr. Duncan's full time commitment, the Company shall notify 
Mr. Duncan in writing to limit those activities to periods in which no time 
conflict occurs.

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     (c) Mr. Duncan agrees to abide by General Company Policies as the 
same are duly adopted by the Board from time to time, so long as such 
Policies do not conflict with the terms and conditions of this Agreement.
     
     5. RESTRICTIVE COVENANTS.

        a. COVENANT NOT TO COMPETE. Employee acknowledges as Chief Financial 
Officer, Employee shall be engaged, without limitation, in managing the 
Company's Financial operations and other duties set forth in paragraph 2 
herein in which capacity, employee performs specialized tasks and has access 
to the Company's trade secrets, intellectual property and customer lists. 
Employee also acknowledges that the Company is currently engaged in operating 
and selling facilities management accounts in the territories within a 
twenty-five (25) mile radius of the Company's offices located in Arlington, 
VA at 1111 North 19th Street, Arlington, VA 22209, Baltimore, MD at 22 Light 
Street Baltimore, MD, New York, NY at 443 Park Avenue South, New York, NY 
10016, Atlanta, GA at 1375 Peachtree Street, Atlanta, Georgia and 
Philadelphia, PA at 1617 JFK Boulevard, Philadelphia, PA 19103. Employee 
agrees that, during the term of his employment and for a period of one (1) 
year after the termination of his employment with Company, whether such 
termination is voluntary or involuntary, with or without cause, he shall not 
either directly or indirectly, for himself or through, on behalf of, or in 
conjunction with any other person or legal entity, perform the services of 
managing operations for any Company selling and/or managing reprographic, 
imaging, facilities management and technology accounts for any other business 
engaged in the provision of reprographic, imaging and/or facilities 
management, and technology services within the territory comprised by a 
twenty-five (25) mile radius of the Company's offices located in Arlington, 
VA at 1111 North 19th Street, Arlington, VA 22209, Baltimore, MD at 22 Light 
Street Baltimore, MD, New York, NY at 443 Park Avenue South, New York, NY 
10016, Atlanta, GA at 1375 Peachtree Street, Atlanta, Georgia and 
Philadelphia, PA at 1617 JFK Boulevard, Philadelphia, PA 19103.

         (b) NON-INTERFERENCE WITH EMPLOYEES. During the term of Employee's 
employment and for a period of one (1) year after the termination of his 
employment with the Company, whether such termination is voluntary or 
involuntary, with or without cause, Employee will not directly or indirectly, 
on his own behalf or on behalf of or in conjunction with any person or entity 
other that the Company, recruit, solicit, or induce or attempt to recruit, 
solicit or induce any employee of the Company to become employed by or to be 
engaged in a business which provides reprographic, imaging and/ or facilities 
management, and technology services within the territory comprised by a 
twenty-five (25) mile radius of the Company's offices located in Arlington, 
VA at 1111 North 19th Street, Arlington, VA 22209, Baltimore, MD at 22 Light 
Street Baltimore, MD, New York, NY at 443 Park Avenue South, New York, NY 
10016, Atlanta, GA at 1375 Peachtree Street, Atlanta, Georgia and 
Philadelphia, PA at 1617 JFK Boulevard, Philadelphia, PA 19103.

         (c) NON-SOLICITATION COVENANT. Employee agrees that during the term 
of his employment and for a period of one (1) year after the termination of 
his employment with the Company, whether such termination is voluntary or 
involuntary, with or without cause, Employee will not directly or indirectly, 
on his own behalf or on behalf of or in conjunction with any person or entity 
other that the Company, actively solicit the business or patronage of any of 
the clients, customers or accounts of the Company served by Employee during 
the term of his Agreement for the purpose of providing information system 
services to those clients and customers within the territory comprised by a 
twenty-five (25) mile radius of the Company's offices located in Arlington, 
VA at 1111 North 19th Street, Arlington, VA 22209, Baltimore, MD at 22 Light 
Street Baltimore, MD, New York, NY at 443 Park Avenue South, New York, NY 
10016, Atlanta, GA at 1375 Peachtree Street, Atlanta, Georgia and 
Philadelphia, PA at 1617 JFK Boulevard, Philadelphia, PA 19103.


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              (i) "Trade Secrets" shall be defined as information, without 
regard to form, belonging to the Company or licensed by it including, but not 
limited to, technical or nontechnical data, formulae, patterns, compilations, 
programs, devices, methods, techniques, drawings, processes, financial data, 
financial plans, product plans or lists of actual or potential customers or 
suppliers which is not commonly known by or available to the public and which 
information: (a) derive economic value, actual or potential, from not being 
generally known to, and not being readily ascertainable by proper means by, 
other persons or entities who can obtain economic value from their 
disclosure or use; and (b) are the subject of efforts that are reasonable 
under the circumstances to maintain their secrecy.

              (ii) "Confidential Information" shall be defined as any 
information belonging to the Company or licensed by it other than Trade 
Secrets which is material to the Company and not generally known by the 
public.

              (iii) Employee will treat as confidential and will not, without 
the prior written approval of the Company, use (other than the performance of 
his duties of employment with the Company), publish, disclose, copyright or 
authorize anyone else to use, publish, disclose or copyright, either during 
the term of Employee's employment or subsequent thereto, any information 
which constitutes Trade Secrets of the Company whether or not the Trade 
Secrets are in written or tangible form.

              (iv) Employment will treat as confidential and will not, 
without the prior written approval of the Company, use (other than in the 
performance of his duties of employment with the Company), publish, disclose, 
copyright or authorize anyone else to use, publish, disclose or copyright any 
Confidential Information either during the term of his employment or for two 
(2) years after termination of employment, whether voluntary or involuntary, 
with or without cause, and whether or not the Confidential Information is in 
written or other tangible form.

              (v) All records, notes, files, drawings, documents, plans and 
like items, and all copies thereof, relating to or containing or disclosing 
Confidential Information or Trade Secrets of the Company which are made or 
kept by Employee or which are disclosed to or come into the possession of 
Employee, shall be and remain the sole and exclusive property of the Company. 
Upon termination of employment, Employee agrees to deliver immediately to 
Allen Outlaw or his designee, the originals and all copies of any of the 
foregoing.

     6. TERMINATION BY THE COMPANY. The Board of Directors may terminate the 
employment of Mr. Duncan at any time with or without cause, and in such event 
the following shall apply. "Cause" for termination shall be defined as gross 
neglect by the Employee of his duties hereunder, willful failure by the 
Employee to perform his duties hereunder, conviction of the Employee of a 
felony committed during the term of this Agreement, or any lesser crime or 
offense involving the property of the Company or any of its subsidiaries or 
affiliates, gross malfeasance by the Employee in connection with the 
performance of his duties hereunder, willful engagement in conduct by the 
Employee or willful refusal without proper legal cause by the Employee to 
perform his duties and responsibilities which he has reason to know is 
materially injurious to the Company.

         a. In the event of termination for cause, as defined above, by OSS, 
all salary and other benefits paid or provided to the Employee hereunder 
shall cease as of the date of termination, and the Company shall have no 
further obligations to the Employee. Upon a finding by the Board of Directors 
that the Employee has willfully failed or refused to observe or perform his 
duties or 


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grossly neglected his duties as specifically set forth in Section 4 hereof. 
OSS may terminate this agreement for cause provided that the Board of 
Directors has first notified the Employee on two separate occasions of such 
failure and has given the Employee at least thirty (30) days after each such 
occasion to remedy such breach of duty.

          b. In the event of termination by OSS without cause, the Company 
agrees to provide the Employee with the following:

             (i) Mr. Duncan shall receive an amount equal to six months base 
salary plus the value of his other employment benefits accrued at the time of 
termination that Mr. Duncan would have received under this Agreement but for 
such termination. Such amount shall be payable to Employee in one installment 
two weeks following termination with any additional commissions to be paid 
forty five days after the termination.

             (ii) "Termination without cause" shall be defined as: 
termination for any reason other than "cause" (as defined previously in 
Section 6), continuous disability or incapacity of Mr. Duncan which 
prevents his from performing his duties for a period of not less than three 
(3) months as determined by an independent, licensed medical doctor, or death.

     7. CHANGE IN CONTROL. In the event that a change in control, as defined 
in Section 7(c) occurs, the following provisions shall become effective and 
shall control over any other provisions of this Agreement.

         (a) All options granted to Employee shall terminate as of a date to 
be fixed by the Board of Directors; provided, however, that not less than 30 
days' written notice of the date so fixed shall be given to Employee, who 
shall have the right, during the period 30 days preceding such termination, 
to exercise the Options as to all or any part of the shares of Common Stock 
covered thereby, including shares as to which such Options have not as yet 
vested.

         (b) In the event that Employee is terminated by the Company or the 
successor or surviving corporation, with or without cause, within forty-five 
days after a change in control, employee shall receive six months pay 
("Termination Payment") at the higher of the rate in effect at (i) the time 
of the change in control or (ii) sixty days prior to the change in control. 
Such Termination Payment shall be made within thirty days of the Termination.

         (c) A "change in control" with respect to the Company shall be 
deemed to have occurred if:

              (i) substantially all of the assets of the Company are sold, 
other than any such transaction following which the stockholders of the 
Company prior to the transaction retain at least a majority of the voting 
equity securities of the surviving or successor corporation;

              (ii) the Company is merged or consolidated with, or becomes a 
subsidiary of, another corporation, other than any such transaction following 
which the stockholders of the Company prior to the transaction retain at 
least a majority of the voting equity securities of the surviving or 
successor corporation;

              (iii) any "person" or "group" of persons (as such terms are 
used in Section 13(d) of the Securities Exchange Act of 1934, as amended), 
other than the Company or a subsidiary of the Company, and other than persons 
holding greater than 10% of the outstanding voting securities as disclosed in 
the Company's Prospectus dated July 9, 1996 and as updated by successive 13D 
filings, 


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becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), 
directly or indirectly, of securities of the Company representing 50% or more 
of the combined voting power of the Company's then outstanding securities, or

              (iv) the resignation or removal of a majority of Board of 
Directors.

     8. EFFECT ON SUCCESSORS IN INTEREST. This Agreement shall inure to the 
benefit of and be binding upon heirs, administrators, executors, successors 
and assigns of each of the parties hereto.

     9. NOTICES. Any notice required or permitted hereunder shall be given 
in writing and shall be deemed effectively given upon personal delivery, 
including by facsimile, or by recognized courier (such as Federal Express), 
or three (3) business days after deposit in the United States Mail, by 
registered or certified mail, addressed to a party at its address shown below 
or at such other address or facsimile number as such party may designate in 
writing to the other party pursuant to this section.

    10. ASSIGNMENT. OSS shall have the right to assign this Agreement and to 
delegate all of its rights, duties and obligations hereunder, whether in whole 
or in part to any parent, affiliate, successor, or subsidiary organization or 
company of OSS or corporation with which OSS may merge or consolidate or 
which acquires by purchase or otherwise all or substantially all of OSS 
assets, but such assignment shall not release OSS from its obligations under 
this Agreement. The Employee shall have no right to assign this Agreement.

    11. GOVERNING LAW. This Agreement shall be governed by and construed in 
accordance with the laws of the Commonwealth of Virginia. In the event of any 
dispute under this Agreement, it shall be resolved through binding 
arbitration in accordance with the rules of the American Arbitration 
Association.

    12. SEVERABILITY. The provisions of this Agreement are severable, and in 
the event that any provision of this Agreement shall be determined to be 
invalid or unenforceable under any controlling body of law by an arbitrator 
or court of competent jurisdiction, such invalidity or unenforceability shall 
not in any way affect the validity or enforceability of the remaining 
provisions hereof.

    13. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding 
between the parties with respect to the subject matter hereof, superseding 
all negotiations, prior discussions and preliminary agreements. This 
Agreement may not be amended except in writing executed by the parties 
hereto.

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed 
by a duly authorized officer, and Mr. Duncan has signed this Agreement 
as of the date and year written above.

                                      The Company:

                                              On-Site Sourcing, Inc.
                                              1111 N 19th Street, Suite 404
                                              Arlington, Virginia 22209

                                      BY: /s/ John S. Stoppelman
                                      ------------------------------
                                              John S. Stoppelman
                                              Chairman


                                      Employee:

                                      /s/ Alfred T. Duncan
                                      -------------------------------
                                      Alfred T. Duncan