Exhibit 10.12


                        SEVERANCE COMPENSATION AGREEMENT

     THIS SEVERANCE COMPENSATION AGREEMENT ("Agreement") dated as of October 16,
1997 is made between GLOBE BUSINESS  RESOURCES,  INC., an Ohio  corporation (the
"Company"), and JEFFERY D. PEDERSON (the "Executive").


                              W I T N E S S E T H:

     WHEREAS,  the Company's  Board of Directors  has,  after due  deliberation,
determined that it is appropriate,  and in the best interests of the Company and
its  shareholders,  to reinforce and to encourage  the  continued  attention and
dedication of the Executive to his assigned duties;

     NOW, THEREFORE,  this Agreement sets forth the severance compensation which
the Company will pay to the  Executive if the  Executive's  employment  with the
Company terminates under one or more of the circumstances described herein:

     1.   Term. This Agreement shall terminate upon the earlier to occur of:

     (a) the termination of the Executive's employment with the Company based on
death,  Disability  (as  defined in Section  3(a)),  Retirement  (as  defined in
Section 3(b)) or Cause (as defined in Section  3(c)) or by the  Executive  other
than for Good Reason (as defined in Section 3(d)); or

     (b) two (2) years from the date of a Change in Control of the  Company  (as
defined  herein) if the Executive has not  terminated  his  employment  for Good
Reason as of such time.

     2.  Definition  of Change in Control.  For  purposes of this  Agreement,  a
"Change in Control of the Company" shall be deemed to have occurred if:

          (i) there  shall be  consummated  any  consolidation  or merger of the
     Company  and, as a result of such  consolidation  or merger:  (x) less than
     fifty  percent  (50%) of the  outstanding  common  shares and fifty percent
     (50%) of the voting  power of the  outstanding  shares of the  surviving or
     resulting  corporation are owned,  immediately after such  consolidation or
     merger,  by the owners of the Company's common shares  immediately prior to
     such  consolidation  or merger;  or (y) any person (as such term is used in
     Sections  13(d) and 14(d)(2) of the  Securities  Exchange  Act of 1934,  as
     amended  and as in  effect  on the date of this  Agreement  (the  "Exchange
     Act")) shall become the beneficial  owner (within the meaning of Rule 13d-3
     under the  Exchange  Act,  as in effect on the date of this  Agreement)  of
     twenty-five   percent   (25%)  or  more  of  the   surviving  or  resulting
     corporation's outstanding common shares, or of twenty five percent (25%) or
     more of the voting  power of the  outstanding  shares of the  surviving  or
     resulting  corporation,  and (z) in each such  case,  within  two (2) years
     after the  consummation of such  consolidation  or merger,  individuals who
     were directors of the Company  immediately prior to the public announcement
     of such consolidation or


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                                           - 2 -


     merger  cease to  constitute  a majority of the Board of  Directors  of the
     Company or its successor by consolidation or merger; or

          (ii) any sale,  lease,  exchange or other transfer or disposition  (in
     one  transaction  or  a  series  of  related   transactions)   of  all,  or
     substantially all, of the assets of the Company shall be consummated; or

          (iii)  the  shareholders  of the  Company  shall  approve  any plan or
     proposal for the liquidation or dissolution of the Company, or

          (iv) any person (as such term is used in Sections  13(d) and  14(d)(2)
     of the  Exchange  Act,  as in effect on the date of this  Agreement)  shall
     become the  beneficial  owner  (within  the meaning of Rule 13d-3 under the
     Exchange Act, as in effect on the date of this  Agreement)  of  twenty-five
     percent (25%) or more of the Company's  outstanding  common  shares,  or of
     twenty-five  percent  (25%) or more of the  voting  power of the  Company's
     outstanding  shares,  and,  within two (2) years after such person  becomes
     such  beneficial  owner,  individuals  who were  directors  of the  Company
     immediately prior to the public announcement of the transaction pursuant to
     which such  person  became such  beneficial  owner  cease to  constitute  a
     majority of the Board of Directors of the Company; or

          (v) during any period of two (2) consecutive years, individuals who at
     the beginning of such period constitute the entire Board of Directors shall
     cease for any reason to constitute a majority  thereof  unless the election
     or the  nomination for election by the Company's  shareholders  of each new
     director  was  approved  by a vote  of at  least  two-thirds  (2/3)  of the
     directors  then still in office who were  directors at the beginning of the
     period.

     3. Termination Events; Notice of Termination; Date of Termination.

     (a)  Disability.  If,  as a result  of the  Executive's  incapacity  due to
physical or mental illness, the Executive shall have been absent from his duties
with the Company on a full-time basis for six (6) months and, within thirty (30)
days after written Notice of Termination is thereafter given by the Company, the
Executive  shall  not  have  returned  to  the  full-time   performance  of  the
Executive's duties, the Company may terminate this Agreement for "Disability."

     (b) Retirement.  The term "Retirement" as used in this Agreement shall mean
termination by the Company or the Executive of the Executive's  employment based
on the Executive's having reached age sixty-five (65) or such other age as shall
have been fixed in any arrangement established with the Executive's consent with
respect to the Executive.

     (c) Cause. The Company may terminate the Executive's  employment for Cause.
For purposes of this Agreement,  the Company shall have "Cause" to terminate the
Executive's employment hereunder only on the basis of fraud, misappropriation or
embezzlement on the part of the Executive.  Notwithstanding  the foregoing,  the
Executive shall not be deemed to have been


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                                      - 3 -


terminated  for Cause  unless and until there shall have been  delivered  to the
Executive a copy of a  resolution  duly adopted by the  affirmative  vote of not
less than  three-quarters  (3/4) of the entire membership of the Company's Board
of  Directors  at a meeting  of the Board of  Directors  called and held for the
specific  purpose of considering the  termination of the Executive's  employment
(after  reasonable notice to the Executive and an opportunity for the Executive,
together with the  Executive's  counsel,  to be heard before the Board)  finding
that the  Executive  was guilty of conduct  set forth in the second  sentence of
this Section 3(c) and specifying the particulars thereof in reasonable detail.

     (d) Good Reason. The Executive may terminate the Executive's employment for
Good Reason at any time during the term of this Agreement.  For purposes of this
Agreement "Good Reason" shall mean any of the following (without the Executive's
express written consent):

          (i)  the  assignment  to  the  Executive  by  the  Company  of  duties
     inconsistent with the Executive's  position,  duties,  responsibilities and
     status  with  the Company  immediately prior  to a Change in Control of the
     Company,  or a change in the  Executive's  titles or  offices  as in effect
     immediately prior to a Change in Control of the Company,  or any removal of
     the Executive from, or any failure to reelect the Executive to, any of such
     positions,  except in connection with the termination of his employment for
     Disability,  Retirement or Cause or as a result of the Executive's death or
     by the Executive other than for Good Reason;

          (ii) a reduction by the Company in the Executive's base salary;

          (iii) any  failure by the  Company to  continue  in effect any benefit
     plan  or  arrangement   (including,   without  limitation,   the  Company's
     retirement plan, group life  insurance plan, and medical,  dental, accident
     and  disability  plans) in which the  Executive  is  participating  without
     substituting other plans providing the Executive with substantially similar
     benefits (hereinafter referred to as "Benefit Plans"), or the taking of any
     action  by  the  Company  which  would  adversely  affect  the  Executive's
     participation in, or materially reduce the Executive's  benefits under, any
     such Benefit Plan or deprive the Executive of any material  fringe  benefit
     enjoyed by the Executive;

          (iv)  any  failure  by  the  Company  to  continue   the   Executive's
     eligibility to participate in annual executive bonus  arrangements (if any)
     in which the Executive is  participating without  substituting  other plans
     or  arrangements   providing  him  with   substantially   similar  benefits
     (hereinafter  referred to as "Incentive Plans") or the taking of any action
     by the Company which would significantly reduce the Executive's opportunity
     to earn incentive  compensation which is related to performance  results as
     compared  to  performance  expectations   periodically  determined  by  the
     Company;

          (v) a relocation of the  Company's  principal  executive  offices to a
     location  outside  the Greater  Cincinnati  Metropolitan  area,  except for
     required  travel by the  Executive on the  Company's  business to an extent
     substantially consistent with the Executive's business travel obligations;


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                                      - 4 -

          (vi) any  failure by the  Company to provide  the  Executive  with the
     number of paid vacation days to which the Executive is entitled;

          (vii) any  material  breach by the  Company of any  provision  of this
     Agreement;

          (viii) any  failure by the  Company to obtain the  assumption  of this
     Agreement by any successor or assign of the Company; or

          (ix) any purported termination of the Executive's  employment which is
     not  effected   pursuant  to  a  Notice  of   Termination   satisfying  the
     requirements of Section 3(f).

     (e) Notice of  Termination.  Any  termination  by the  Company  pursuant to
Section 3(a), 3(b) or 3(c) shall be communicated to the Executive by a Notice of
Termination.  For purposes of this Agreement,  a "Notice of  Termination"  shall
mean a written notice which shall indicate those specific termination provisions
in this  Agreement  relied  upon and which sets forth in  reasonable  detail the
facts and  circumstances  claimed  to  provide a basis  for  termination  of the
Executive's  employment  under the provision so indicated.  For purposes of this
Agreement,  no purported  termination  by the Company shall be effective or have
any legal force or effect without such Notice of Termination.

     (f) Date of  Termination.  "Date of  Termination"  shall mean:  (i) if this
Agreement is  terminated by the Company for  Disability,  thirty (30) days after
Notice of  Termination is given to the Executive (if (and only if) the Executive
shall  not have  returned  to the  performance  of the  Executive's  duties on a
full-time basis during such thirty (30) day period);  or (ii) if the Executive's
employment is terminated by the Company for any other reason,  the date on which
a Notice of Termination is given to the Executive by the Company.

     4. When Compensation is Payable.

     (a) Whether or not a Change in Control of the Company  has  occurred  while
the  Executive  is still an  employee of the  Company,  the  Executive  shall be
entitled to compensation under this Agreement if and when the Company terminates
the  Executive's  employment  for any reason  other than death,  Disability  (as
defined in Section  3(a)),  Retirement (as defined in Section 3(b)) or Cause (as
defined in Section 3(c)).

     (b) If a Change in Control of the  Company  shall have  occurred  while the
Executive is still an employee of the Company,  the Executive  shall be entitled
to  compensation  under this Agreement  upon the  subsequent  termination of the
Executive's  employment  with the  Company by the  Executive  or by the  Company
unless such termination is a result of: (i) the


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                                      - 5 -


Executive's death; (ii) the Executive's Disability (as defined in Section 3(a));
(iii)  the  Executive's  Retirement  (as  defined  in  Section  3(b));  (iv) the
Executive's  termination  by the Company for Cause (as defined in Section 3(c));
or (v) the  Executive's  decision to  terminate  employment  other than for Good
Reason (as defined in Section 3(d)).

    5.    Severance Compensation Upon Termination of Employment; Non-Competition
          Covenant.

     (a) If  compensation  is payable  under this  Agreement  pursuant to either
Section 4(a) or Section 4(b),  then the Company shall pay to the Executive:  (i)
the full base  salary to which the  Executive  is  entitled  through the Date of
Termination,  (ii) credit for any unused vacation; and (iii) severance pay in an
amount  equal to the  excess  over  $100 of two (2)  times  the  average  of the
aggregate  annual  compensation  paid to the Executive by the Company and any of
its  subsidiaries  during the two (2) calendar years preceding the  termination;
provided,  however,  that if the severance  payment  under clause (iii),  either
alone or together with the other  payments  which the Executive has the right to
receive from the Company,  would constitute a "parachute payment" (as defined in
Section 280G of the Internal  Revenue  Code of 1986,  as amended (the  "Code")),
such severance  payment shall be reduced to the largest amount as will result in
no portion of the  severance  payment  under clause  (iii) being  subject to the
excise tax imposed by Section 4999 of the Code; and, provided, further, that, if
at the time  compensation  is payable  under  this  Agreement,  the  Executive's
principal residence is not in the Greater Cincinnati metropolitan area, then the
severance payment amount under clause (iii) shall be the excess over $100 of one
(1) times the average annual  compensation  paid to the Executive by the Company
and any of its  subsidiaries  during the two (2) calendar year period  preceding
termination.  If the Company and the Executive cannot agree on the reduction, if
any, in the severance  payment under clause (iii)  pursuant to the first proviso
of the sentence immediately  preceding,  the determination of the amount of such
reduction,  shall be made by tax counsel  selected by the Company's  independent
auditors and  reasonably  acceptable to the  Executive,  and such  determination
shall be conclusive and binding on the parties. The amounts specified in clauses
(i), (ii) and (iii) above shall be paid in cash in a lump sum within thirty (30)
days following the Date of  Termination.  The Executive shall have no obligation
to seek other  employment or take any other action in order to mitigate  damages
or the amount of any payment provided for under this Agreement.

     (b) The Company shall maintain in full force and effect,  for the continued
benefit of the  Executive  until the earlier of: (i) one (1) year after the Date
of  Termination;  or (ii)  commencement of full time employment by the Executive
with a new  employer,  all life  insurance,  medical,  health and  accident  and
disability  plans,  programs or arrangements in which the Executive was entitled
to  participate  immediately  prior to the Date of  Termination,  provided  that
continued participation by the Executive is possible under the general terms and
provisions of such plans and programs.  In the event that  participation  in any
such plan or program  is barred,  the  Company  shall  arrange to provide to the
Executive  benefits  substantially  similar  to those  which  the  Executive  is
entitled to receive under such plans and programs.



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                                      - 6 -


     (c) If  the  Executive  actually  receives  and  accepts  the  compensation
described above in Sections 5(a) and 5(b), in  consideration  of payment of such
compensation  the  Executive  shall not,  for a period of two (2) years from the
Date of  Termination,  engage,  directly or  indirectly,  whether as an officer,
director,  employee,  consultant,  investor, or otherwise,  in any business that
competes with any business in which the Company is then engaged  anywhere in the
United States of America; provided, however, the period of non-competition shall
be one (1) year from the Date of  Termination  if the Executive  receives  under
clause  (iii) of Section  5(a) the excess over $100 of one (1) times the average
annual  compensation  paid  to the  Executive  by  the  Company  and  any of its
subsidiaries during the two (2) calendar year period preceding termination.  The
Executive  acknowledges the  reasonableness of the geographic and temporal scope
of the  foregoing  non-competition  covenant and agrees that,  if the  Executive
breaches or threatens  to breach this  covenant and does not cure such breach or
threatened  breach within thirty (30) days after receipt of written  notice from
the Company of such breach or  threatened  breach,  the Company  shall have,  in
addition  to the legal  right to  discontinue  performance  of its  compensation
payment  obligations  hereunder,  the  right  to  obtain  injunctive  and  other
equitable relief from a court of competent jurisdiction without the need to post
bond or other  security.  Nothing in this Section 5(c) shall prevent or preclude
the  Executive  from  owning  less than  five  percent  (5%) of the  equity of a
publicly traded company or other entity that engages in a business that competes
with the Company.

   6.  No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.

     The provisions of this Agreement,  and any payment  provided for hereunder,
shall not reduce any amounts otherwise  payable to the Executive,  or in any way
diminish the Executive's existing rights, or rights which would accrue solely as
a result of the  passage of time,  under any  Benefit  Plan or  Incentive  Plan,
employment agreement or other contract, plan or arrangement.

   7.  Successor to the Company.

     (a) The Company shall require any  successor or assign  (whether  direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the business and/or assets of the Company,  by agreement in
form  and  substance  reasonably  satisfactory  to  the  Executive,   expressly,
absolutely and  unconditionally to assume and agree to perform this Agreement in
the same manner and to the same  extent  that the  Company  would be required to
perform it if such succession or assignment had not taken place.  Any failure of
the  Company to obtain such  agreement  prior to the  effectiveness  of any such
succession or assignment  shall be a material breach of this Agreement and shall
entitle the Executive to terminate the  Executive's  employment for Good Reason.
As used in this  Agreement,  "Company"  shall mean the  Company as  hereinbefore
defined and any  successor or assign to its business  and/or assets as aforesaid
which  executes  and delivers  the  agreement  provided for in this Section 7 or
which otherwise  becomes bound by all the terms and provisions of this Agreement
by  operation  of law.  If at any time  during  the term of this  Agreement  the
Executive is employed by any corporation a majority of the voting  securities of
which is then owned by the  Company,  "Company"  as used in Sections 4, 5 and 12



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                                      - 7 -


hereof  shall in addition  include  such  employer.  In such event,  the Company
agrees that it shall pay or shall cause such employer to pay any amounts owed to
the Executive pursuant to Section 4 hereof.

     (b) This Agreement  shall inure to the benefit of and be enforceable by the
Executive's  personal  and  legal  representatives,  executors,  administrators,
successors, heirs, distributees,  devisees and legatees. If the Executive should
die while any  amounts are still  payable to him  hereunder,  all such  amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this Agreement to the  Executive's  devisee,  legatee,  or other designee or, if
there be no such designee, to the Executive's estate.

     8.  Notice.  For  purposes  of  this  Agreement,   notices  and  all  other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
certified or registered mail,  return receipt  requested,  postage  prepaid,  as
follows:

               If to the Company:

               Globe Business Resources, Inc.
               11260 Chester Road
               Suite 400
               Cincinnati, Ohio  45247
               Attention:  Chairman

with a required copy to:

               Keating, Muething & Klekamp, P.L.L.
               1800 Provident Tower
               One East Fourth Street
               Cincinnati, Ohio  45202
               Attention:  Edward E. Steiner, Esq.

               If to the Executive:

               Jeffery D. Pederson
               13649 Iroquois
               Tustin, CA 92680;

or such other address as either party may have furnished to the other in writing
in  accordance  herewith,  except  that  notices of change of  address  shall be
effective only upon receipt.

     9. Miscellaneous.  No provisions of this Agreement may be modified,  waived
or discharged  unless such waiver,  modification  or discharge is agreed to in a
writing  signed by the  Executive  and the  Company.  No waiver by either  party



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hereto at any time of any breach by the other  party  hereto  of, or  compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at a prior or subsequent time. No agreements or  representatives,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been  made by  either  party  which  are not set  forth  expressly  in this
Agreement.  This Agreement shall be governed by and construed in accordance with
the internal substantive laws of the State of Ohio.

     10. Validity.  The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

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

     12. Legal Fees and Expenses.  The Company shall indemnify and hold harmless
the Executive  from and therefore  shall pay,  within ten (10) days after demand
therefor by the  Executive,  all legal fees and expenses  that the Executive may
incur as a result of the Company's  contesting the validity,  enforceability  or
the Executive's interpretation of, or determinations under, this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.

ATTEST:                                      GLOBE BUSINESS RESOURCES, INC.


Patricia D. Bush                             By: David D. Hoguet
---------------------------------                -------------------------------
                                                 David D. Hoguet
                                                 Chairman
Nancy Reagan
---------------------------------


                                             EXECUTIVE


Patricia D. Bush                             Jeffery D. Pederson
---------------------------------            -----------------------------------
                                             JEFFERY D. PEDERSON


Nancy Reagan
---------------------------------