EMPLOYMENT AGREEMENT


          THIS AGREEMENT made  as of the  ____ day of  _____, 1998, by  and
          between  GLOBAL   COMBINED   TECHNOLOGIES,  INC.,   an   Oklahoma
          corporation ("Company"), and O. DEAN HIGGANBOTHAM ("Employee").

                                W I T N E S S E T H :

          WHEREAS, Company is a fully-owned subsidiary of Pomeroy  Computer
          Resources, Inc., a Delaware corporation (_PCR_); and

          WHEREAS,  PCR  has  entered  into  an  Stock  Purchase  Agreement
          ("Purchase Agreement") of even date  pursuant to which it  bought
          one hundred percent (100%) of  the outstanding stock of  Company;
          and

          WHEREAS,  Employee  owns  twenty  five    percent  (25%)  of  the
          outstanding stock of Company; and

          WHEREAS, as  an  inducement  for  and  in  consideration  of  PCR
          entering into  the Purchase  Agreement,  Employee has  agreed  to
          enter into  and execute  this  Employment Agreement  pursuant  to
          Section 5 thereof; and

          WHEREAS, Company  desires to  engage  the services  of  Employee,
          pursuant to the terms,  conditions and provisions as  hereinafter
          set forth. 

          NOW, THEREFORE, in  consideration of the  foregoing premises  and
          the  mutual  covenants  herein  set  forth,  the  parties  hereby
          covenant and agree as follows: 

          1.   Employment
                        
                        
                         .  The Company agrees to employ the Employee,  and
               the Employee agrees to be employed by the Company, upon  the
               following terms and conditions.

          2    Term
                  
                  
                   .  The initial term of Employee's employment pursuant to
               this Agreement shall  begin on the  ____ day of  __________,
               1998, and shall  continue for a  period of  three (3)  years
               ending __________, 2001  unless terminated earlier  pursuant
               to the provisions of Section 10, provided that Sections   8,
               9, 10(b), 10(c)  and 11,  if applicable,  shall survive  the
               termination  of  such   employment  and   shall  expire   in
               accordance with the terms set forth therein.

          3.   Renewal
                          
                          
                          
                       Term.   The  term  of  Employee's  employment  shall
               automatically renew for additional consecutive renewal terms
               of one (1) year unless either party gives written notice  of
               his/its intent  not to  renew the  terms of  this  Agreement
               sixty (60) days  prior to  expiration of  the then  expiring
               term.  Employee's base salary for each renewal term shall be

          May 1, 1998 (10:40AM)
<PAGE>





               determined by Company, provided, however, Employee's  annual
               base salary for any renewal term shall not be less than  the
               base salary in effect for the prior year. 

          4.        
                    
                    
               Duties.   Employee shall  serve as  President of  Company.  
               Employee shall be responsible to and report directly to  the
               Board of Directors  of Company.   Employee shall devote  his
               best efforts and  substantially all his  time during  normal
               business hours to the diligent, faithful and loyal discharge
               of the  duties of  his employment  and towards  the  proper,
               efficient and successful conduct of the Company's affairs.  
               Employee further agrees to refrain  during the term of  this
               Agreement from  making any  sales of  competing services  or
               products or from  profiting from  any transaction  involving
               computer services or  products for his  account without  the
               express written consent of Company.

          5.              
                          
                          
               Compensation.   For all  services rendered  by the  Employee
               under this Agreement (in addition to other monetary or other
               benefits referred to herein), compensation shall be paid  to
               Employee as described in Exhibit _A_ attached hereto.

          6.                 
                             
                             
               Fringe Benefits.    During  the  term  of  this   Agreement,
               Employee shall be entitled to the following benefits: 

               (a)   Health Insurance  - Employee  shall be  provided  with
                     the  standard  family  medical  health  and  insurance
                     coverage maintained  by  Company on  its  employees.  
                     Company and  Employee  shall each  pay  fifty  percent
                     (50%) of the cost of such coverage. 

               (b)   Vacation - Employee shall be  entitled each year to  a
                     vacation of  three  (3) weeks  during which  time  his
                     compensation  will  be   paid  in  full.     Provided,
                     however, such  weeks may  not be  taken  consecutively
                     without the written consent of Company. 
               (c)   Retirement Plan  - Employee  shall participate,  after
                     meeting  eligibility requirements,  in  any  qualified
                     retirement plans  and/or welfare  plans maintained  by
                     the Company during the term of this Agreement.

          (d)  Other Company  Programs  -  Employee shall  be  eligible  to
                     participate   in   any   other   plans   or   programs
                     implemented by the  Company for all  of its  employees
                     with duties and responsibilities similar to  Employee.


               (e)   Employee shall be  responsible for any  and all  taxes
                     owed, if any, on the  fringe benefits provided to  him
                     pursuant to this Section 6. 

          7.          
                      
                      
               Expenses.    During  the   term  of  Employee's   employment
               hereunder, Employee  shall  be entitled  to  receive  prompt
<PAGE>





               reimbursement for all  reasonable and  customary travel  and
               entertainment  expenses  or  other  out-of-pocket   business
               expenses incurred by Employee  in fulfilling the  Employee's
               duties  and  responsibilities   hereunder,  including,   all
               expenses of travel and living expenses while away from  home
               on business or at the request  of and in the service of  the
               Company,  provided  that  such  expenses  are  incurred  and
               accounted for in accordance with the reasonable policies and
               procedures established by the Company.

          8.                 
                             
                             
               Non-Competition.    Employee   expressly  acknowledges   the
               provisions of Section 7  of the Purchase Agreement  relating
               to Employee's Covenant Not to Compete with PCR and  Company.
                Accordingly, such provisions of Section 7 are  incorporated
               herein by reference  to the extent  as if  restated in  full
               herein.   In addition  to the  consideration received  under
               this Agreement, Employee acknowledges that as a  shareholder
               of GLOBAL  COMBINED  TECHNOLOGIES,  INC.,  he  has  received
               substantial  consideration   pursuant   to   such   Purchase
               Agreement  and   that  as   an   inducement  for,   and   in
               consideration  of  Company  entering  into  this  Agreement,
               Employee has  agreed  to  be bound  by  such  provisions  of
               Section 7  of the  Purchase  Agreement.   Accordingly,  such
               provisions  of  Section   7  and  Exhibit   _____  and   the
               restrictions on  Employee  thereby imposed  shall  apply  as
               stated therein. 

          9.   Non-Disclosure and Assignment of Confidential Information
                                                                        
                                                                        
                                                                        .  
               The Employee acknowledges that  the Company's trade  secrets
               and confidential  and  proprietary information,  including  
               without limitation:

               (a)   unpublished information concerning the Company's:

                     (i) research activities and plans,
                     (ii)     marketing or sales plans,
                     (iii)    pricing or pricing strategies,
                     (iv)     operational techniques,
                     (v) customer and supplier lists, and
                     (vi)     strategic plans;

               (b)   unpublished    financial    information,     including
                     unpublished information  concerning revenues,  profits
                     and profit margins;

               (c)   internal confidential manuals; and

               (d)   any "material inside  information" as  such phrase  is
                     used for purposes  of the Securities  Exchange Act  of
                     1934, as amended;

          all constitute valuable, special and unique proprietary and trade
          secret information of the Company.  In recognition of this  fact,



                                        - 3 -
<PAGE>





          the Employee agrees that the Employee will not disclose any  such
          trade secrets or confidential or proprietary information  (except
          (i)  information   which  becomes   publicly  available   without
          violation of this Employment Agreement, (ii) information of which
          the Employee did not know and should not have known was disclosed
          to  the   Employee   in   violation   of   any   other   person's
          confidentiality obligation,  and  (iii)  disclosure  required  in
          connection with any legal process),  nor shall the Employee  make
          use of any such information for the benefit of any person,  firm,
          operation or other entity except the Company and its subsidiaries
          or affiliates.   The Employee's obligation  to keep  all of  such
          information confidential  shall be  in effect  during and  for  a
          period of five (5) years after the termination of his  employment
          in those  states where  Company has  business offices;  provided,
          however, that the  Employee will keep  confidential and will  not
          disclose any trade secret or similar information protected  under
          law as intangible  property (subject to  the same exceptions  set
          forth in  the parenthetical  clause above)  for so  long as  such
          protection under law is extended. 

               (a)   For purposes of  this provision,  the term  _Company's
                     Trade Secrets_ shall  include such information of  PCR
                     and any of its subsidiaries. 

          10.  Termination
                         
                         
                          . 

               (a)   The Employee's  employment  with the  Company  may  be
                     terminated at any time as follows:

                 (i)     By Employee's death;

                (ii)     By Employee's physical  or mental  disability
                         which renders Employee unable to perform  his
                         duties hereunder. 

               (iii)     By the  Company, for  cause upon  three (3)  day's
                         written notice to Employee.  For purposes of  this
                         Agreement, the term "cause" shall mean termination
                         upon:   (i) the  engaging by  Employee in  conduct
                         which is demonstrably and materially injurious  to
                         the Company,  monetarily or  otherwise,  including
                         but not limited to any material  misrepresentation
                         related to the performance of his duties; (ii) the
                         conviction of Employee of a felony or other  crime
                         involving theft or  fraud, (iii) Employee's  gross
                         neglect or gross  misconduct in  carrying out  his
                         duties hereunder  resulting,  in either  case,  in
                         material harm to the Company; or (iv) any material
                         breach by Employee of this Agreement.

                    (iv) By the Company at  its discretion, without  cause,
                         upon thirty (30) days written notice to  Employee;
                         provided that Company complies with the provisions



                                        - 4 -
<PAGE>





                         of Section 10(c).

               (b)  Compensation  upon  Termination:    In  the  event   of
                    termination of employment, the Employee or his  estate,
                    in the event of death, shall be entitled to his  annual
                    base salary and  other benefits  provided hereunder  to
                    the date of his termination.

               (c)  In the event  that Company  would terminate  Employee's
                    employment hereunder without cause pursuant to  Section
                    10(a)(iv), Company shall be obligated to pay  Employee,
                    as severance pay, Employee's annual base salary for the
                    remaining term, including the current renewal term,  if
                    applicable, of  the  Agreement  and (as  set  forth  in
                    Section 2) as due.

          11.           
                        
                        
               Disability.  In the event that Employee becomes  temporarily
               disabled and/or totally and permanently disabled, physically
               or mentally, which renders him unable to perform his  duties
               hereunder, Employee shall receive one hundred percent (100%)
               of his base  annual salary (in  effect at the  time of  such
               disability) for  a  period of  one  (1) year  following  the
               initial date of such disability  (offset by any payments  to
               the Employee received pursuant to disability benefit  plans,
               if any, maintained by the Company.)  Such payments shall  be
               payable in twelve consecutive equal monthly installments and
               shall commence thirty (30)  days after the determination  by
               the physicians of such disability as set forth below. 

               For purposes of this Agreement, Employee shall be deemed  to
               be  temporarily  disabled  and/or  totally  and  permanently
               disabled if attested to by two qualified physicians, (one to
               be selected by Company and the other by Employee)  competent
               to give  opinions in  the area  of the  disabled  Employee's
               physical and/or  mental condition.   If  the two  physicians
               disagree, they shall select a third physician, whose opinion
               shall control.  Employee shall  be deemed to be  temporarily
               disabled and/or totally and permanently disabled if he shall
               become disabled as  a result of  any medically  determinable
               impairment of mind or body  which renders it impossible  for
               such  Employee   to   perform  satisfactorily   his   duties
               hereunder, and the qualified physician(s) referred to  above
               certify that  such disability  does, in  fact, exist.    The
               opinion of the qualified physician(s) shall be given by such
               physician(s), in  writing directed  to  the Company  and  to
               Employee.  The physician(s) decision shall include the  date
               that disability began,  if possible, and  the 12th month  of
               such  disability,  if  possible.    The  decision  of   such
               physician(s) shall be final and  conclusive and the cost  of
               such examination shall be paid by Employer.

          12.             
                          
                          
               Severability.  In case any one (1) or more of the provisions
               or part of a provision contained in this Agreement shall  be



                                        - 5 -
<PAGE>





               held to be invalid, illegal or unenforceable in any respect,
               such invalidity,  illegality or  unenforceability shall  not
               affect any other provision  or part of  a provision of  this
               Agreement.  In  such a  situation, this  Agreement shall  be
               reformed and  construed  as  if  such  invalid,  illegal  or
               unenforceable provision, or part  of a provision, had  never
               been contained herein, and such  provision or part shall  be
               reformed so that it will be valid, legal and enforceable  to
               the maximum extent possible.

          13.  Governing
                           
                           
                           
                         Law.    This  Agreement  shall  be  governed   and
               construed under the laws of the State of Kentucky and  shall
               not be modified or discharged, in  whole or in part,  except
               by an agreement in writing signed by the parties.

          14.  Notices
                     
                     
                      .    All   notices,  requests,   demands  and   other
               communications  relating  to  this  Agreement  shall  be  in
               writing and  shall be  deemed to  have  been duly  given  if
               delivered personally or  mailed by  certified or  registered
               mail, return  receipt  requested,  postage  prepaid  to  the
               following addresses (or to such other address for a party as
               shall be specified by notice pursuant hereto):

               If to Company, to:  Pomeroy Computer Resources, Inc.
                              1020 Petersburg Road
                              Hebron, Kentucky  41048

               With a copy to:     James H. Smith III
                              Lindhorst & Dreidame Co., L.P.A.
                              312 Walnut Street, Suite 2300
                              Cincinnati, Ohio  45202

               If to Employee, to: the Employee's residential address, as
                              set forth in the Company's records

               With a copy to:




          15.  Enforcement of Rights
                                   
                                   
                                    .  The parties expressly recognize that
               any breach of this  Agreement by either  party is likely  to
               result in irrevocable  injury to the  other party and  agree
               that such other party shall be entitled, if it so elects, to
               institute  and  prosecute  proceedings   in  any  court   of
               competent jurisdiction in _________ County, Oklahoma, either
               at law or  in equity, to  obtain damages for  any breach  of
               this Agreement, or  to enforce the  specific performance  of
               this Agreement by  each party or  to enjoin  any party  from
               activities in violation  of this Agreement.   Should  either
               party engage in any activities prohibited by this Agreement,
               such party  agrees  to  pay over  to  the  other  party  all
               compensation, remuneration, monies or  property of any  sort



                                        - 6 -
<PAGE>





               received in connection with  such activities.  Such  payment
               shall not impair any rights or remedies of any non-breaching
               party or obligations or  liabilities of any breaching  party
               pursuant to this Agreement or any applicable law.

          16.  Entire Agreement
                              
                              
                               .  This Agreement and the Purchase Agreement
               referred to herein contain  the entire understanding of  the
               parties with respect to the subject matter contained  herein
               and may  be  altered,  amended  or  superseded  only  by  an
               agreement in  writing,  signed  by the  party  against  whom
               enforcement of any  waiver, change, modification,  extension
               or discharge is sought.

          17.  Parties in Interest
                                 
                                 
                                  . 

               (a)  This Agreement  is  personal  to each  of  the  parties
                    hereto.  No party may assign or delegate any rights  or
                     obligations  hereunder  without  first  obtaining  the
                    written consent of  the other  party hereto;  provided,
                    however, that nothing in this Section 17 shall preclude
                    (i) Employee from designating a beneficiary to  receive
                    any benefit payable hereunder  upon his death, or  (ii)
                    executors, administrators, or legal representatives  of
                    Employee  or  his  estate  from  assigning  any  rights
                    hereunder to  person  or  persons  entitled  thereto.  
                    Notwithstanding the foregoing, this Agreement shall  be
                    binding upon and inure to the benefit of any  successor
                    corporation of Company

               (b)  The Company will require any successor (whether  direct
                    or indirect,  by  purchase,  merger,  consolidation  or
                    otherwise) to all or substantially all of the assets of
                    the Company or the business  with respect to which  the
                    duties and responsibilities of Employee are principally
                    related, to expressly assume and agree to perform  this
                    Agreement in the  same manner  and to  the same  extent
                    that Company would have been required to perform it  if
                    no such succession had  taken place.   As used in  this
                    Agreement  "Company"   shall   mean  the   Company   as
                    hereinbefore defined and any successor to its  business
                    and/or assets as aforesaid which executes and  delivers
                    the assumption agreement provided  for in this  Section
                    17 or which  otherwise becomes bound  by all the  terms
                    and provisions of this Agreement by operation of law.

          18.                               
                                            
                                            
               Representations  of  Employee.    Employee  represents   and
               warrants that he is not party  to or bound by any  agreement
               or contract or subject to any restrictions including without
               limitation  any  restriction  imposed  in  connection   with
               previous employment  which prevents  Employee from  entering
               into and performing his  obligations under this Agreement. 

          19.             
                          
                          
               Counterparts.  This Agreement may be executed simultaneously



                                        - 7 -
<PAGE>





               in several counterparts,  each of which  shall be deemed  an
               original part, which together  shall constitute one and  the
               same instrument. 

          IN WITNESS WHEREOF, this Agreement has been executed effective as
          of the day and year first above written.

          WITNESSES:                      COMPANY:
                                          GLOBAL   COMBINED   TECHNOLOGIES,
          INC.

          __________________________


          __________________________
               By:_________________________________
                                               Stephen Pomeroy
                                               Chief Executive Officer


                                          EMPLOYEE:

          __________________________


          __________________________
               ____________________________________
                                          O. DEAN HIGGANBOTHAM




























                                        - 8 -
<PAGE>






                                     EXHIBIT _A_

          (a)  BASE SALARY:   During the term  of this Agreement,  Employee
          shall be paid an annual base salary of Two Hundred Fifty Thousand
          Dollars ($250,000.00) per year.  Said annual base salary shall be
          payable semi-monthly.

          (b)  QUARTERLY BONUS:    In addition to Employee's base salary as
          set forth in Section  5(a), for each  quarter during the  initial
          term of this Agreement, Employee shall be entitled to a quarterly
          cash bonus in the event Employee satisfies the following economic
          criteria during such quarter:


            QUANTITY SALES VOLUME OF
                    COMPANY             YEAR ONE   YEAR TWO    YEAR THREE
                 (In Millions)         (3% NPBT)  (3.5%(NPBT   (4% NPBT)
                                                       )

          Greater than 22 but less          $    
          than 23                        3,500.00

          Greater than 23 but less       4,933.00       $    
          than 24                                    3,500.00

          Greater than 24 but less       6,367.00    4,933.00        $    
          than 25                                                 3,500.00

          Greater than 25 but less       7,800.00    6,367.00     4,933.00
          than 26

          Greater than 26 but less       9,233.00    7,800.00     6,367.00
          than 27

          Greater than 27 but less      10,667.00    9,233.00     7,800.00
          than 28

          Greater than 28 but less      12,100.00   10,667.00     9,233.00
          than 29

          Greater than 29 but less      13,533.00   12,100.00    10,667.00
          than 30

          Greater than 30 but less      14,967.00   13,533.00    12,100.00
          than 31

          Greater than 31 but less      16,400.00   14,967.00    13,533.00
          than 32

          Greater than 32 but less      17,833.00   16,400.00    14,967.00
          than 33
<PAGE>







          Greater than 33 but less      19,267.00   17,833.00    16,400.00
          than 34


          Greater than 34 but less      20,700.00   19,267.00    17,833.00
          than 35

          Greater than 35 but less      22,133.00   20,700.00    19,267.00
          than 36

          Greater than 36 but less      23,567.00   22,133.00    20,700.00
          than 37

          Greater than 37 but less      25,000.00   23,567.00    22,133.00
          than 38

          Greater than 38 but less                  25,000.00    23,567.00
          than 39

          Greater than 39 but less                               25,000.00
          than 40
<PAGE>






               (i)  For purposes of  this Section, the  term _Gross  Sales_
          shall mean the gross sales of equipment, software and services by
          Company during  the  applicable quarter  set  forth above.    All
          refunds or returns which  are made during  such quarter shall  be
          subtracted along with all  accounts receivable derived from  such
          sales that are written off during such quarter in accordance with
          Company's accounting  system.    The  quarterly  gross  sales  of
          Company shall be determined by the Company's internally-generated
          financial statements and the determination by the Company's Chief
          Financial Officer shall be final, binding and conclusive upon all
          parties.  The Company's financial statement shall be provided  to
          Employee each  month.   Any amount  due hereunder  shall be  paid
          within thirty (30)  days after  the conclusion  of such  previous
          quarter.  Provided, however, until such date that is thirty  (30)
          days  after  the  ASTEA  accounting  system  is  implemented  and
          operational at Company, Company shall advance as a non-refundable
          draw the sum of Twelve Thousand Five Hundred Dollars ($12,500.00)
          per quarter.   The  amount  of such  advance  shall be  a  credit
          against the amount that  Employee shall be  entitled to based  on
          the satisfaction of the applicable criteria set forth in  Section
          5(b).   In  the event  the  amount of  such  non-refundable  draw
          exceeds the amount  earned by Employee  under the  aforementioned
          criteria, Employee shall be entitled to retain any excess  during
          the applicable period.  Within sixty (60) days of the  conclusion
          of the installation  of ASTEA  at Company,  Company and  Employee
          will implement a reconciliation of all quarterly bonuses due  and
          owing Employee under the terms of Section 5(b) and the amount  of
          the  non-refundable  draws  paid  to  Employee  pursuant  to  the
          provisions of  this  paragraph  and  will  remit  any  additional
          amounts, if any, that may be owed to Employee pursuant to Section
          5(b) within such sixty (60) day period.

          (c)  In addition  to  Employee's  base salary  as  set  forth  in
          Section 5(a), any quarterly bonus compensation that Employee  may
          be entitled to  as set forth  in Section 5(b)  above during  each
          year of the  initial term of  this Agreement,  Employee shall  be
          entitled  to  a  bonus,   incentive  deferred  compensation   and
          incentive stock  option award  in  the event  Employee  satisfies
          certain economic  criteria  pertaining to  Company's  performance
          and/or Pomeroy Computer Resources, Inc.'s (_PCR_) performance set
          forth as follows:


                       COMPANY
            YEAR END SALES (In Millions)*        CASH       STOCK OPTIONS

          Greater than 90 but less than 95        $                  3,000
                                                 50,000.00

          Greater than 95 but less than          75,000.00           5,125
          100

          Greater than 100 but less than        100,000.00           7,250
          105
<PAGE>







          Greater than 105 but less than        108,335.00           9,375
          110


          Greater than 110 but less than        116,670.00          11,500
          115

          Greater than 115 but less than        125,005.00          13,625
          120

          Greater than 120 but less than        133,340.00          15,750
          125

          Greater than 125 but less than        141,675.00          17,875
          150

          Greater than 150                      150,010.00          20,000

          *Year end NPBT = 3% Year One, 3.5% Year Two, 4% Year Three


                          PCR
           YEAR END SALES (In Millions) YEAR      CASH      STOCK OPTIONS
                           1

          Greater than 585 with NPBT greater                         7,500
          than 5%


               (i)  For purposes of  this Section, the  term _Gross  Sales_
          shall mean the gross sales of equipment, software and services by
          Company during  the applicable  period,  except that  the  _Gross
          Sales_ as  used for  PCR shall  be determined  on a  consolidated
          basis.  In making said gross  sales determination, all gains  and
          losses realized on the sale or other disposition of Company's (or
          PCR's, as applicable) assets not in the ordinary course shall  be
          excluded.  In addition,  any gross sales of  PCR relating to  any
          acquisitions that are closed in such year shall be excluded.  All
          refunds or returns  which are made  during such  period shall  be
          subtracted along with all  accounts receivable derived from  such
          sales that are written off during such period in accordance  with
          Company's and PCR's accounting system.  Such gross sales and  net
          pre-tax profit margin of Company and  PCR shall be determined  by
          the independent accountant regularly retained by Company and  PCR
          in accordance with generally  accepted accounting principles  and
          the determination by the accountant  shall be final, binding  and
          conclusive upon all parties hereto.  In making said determination
          of the applicable pre-tax profit margin  of the Company and  PCR,
          commencing on  the  earlier  of the  installation  of  the  ASTEA
          accounting system  at Company  or January  1,  1999, a  1.5%  MAS
          Royalty fee on gross sales to  Company shall be made incident  to
          the determination.  Fifty percent (50%) of the amount  determined
          under Section 5(c)  shall be  payable to  Employee within  thirty
          (30) days of the determination by  the accountant as a bonus  and
<PAGE>






          the remaining  fifty  percent  (50%)  will  constitute  incentive
          deferred  compensation  which  shall   be  payable  to   Employee
          according to  the terms  of the  Incentive Deferred  Compensation
          Agreement attached hereto and incorporated herein as Exhibit _A_.
           Any Incentive Deferred Compensation shall be fully vested over a
          three (3) year period, vesting thirty-three and one-third percent
          (33_%) per year  of employment from  the effective  date of  this
          Agreement.

               Any award of the incentive  stock options to acquire  common
          stock of PCR earned hereunder shall  be at the fair market  value
          of the  common  shares  as  of  January  5,  1999  or  any  other
          applicable date, which  shall mean with  respect to such  shares,
          the average between  the high and  low bid and  asked prices  for
          such shares on the over-the-counter  market on the last  business
          day prior to the date on which the value is to be determined  (or
          the next preceding date on which sales occurred if there were  no
          sales on such date).

          (d)  The parties agree that in  January, 1999 and January,  2000,
          they will negotiate in  good faith, the level  of gross sales  of
          PCR for the  aforementioned incentive stock  option amount to  be
          earned for  such  years,  which gross  sales  criteria  shall  be
          predicated upon PCR's goals, projections and budgets  established
          at the outset of such fiscal year.
































          LD 107867-1