SEVERANCE AGREEMENT


     THIS SEVERANCE  AGREEMENT  ("Agreement")  dated as of June 24, 1999 is made
between GLOBE BUSINESS RESOURCES, INC., an Ohio corporation (the "Company"), and
GEORGE S. QUAY, IV (the "Executive").


                                R E C I T A L S:

     WHEREAS,  the Board of Directors of the Company  (the  "Board")  recognizes
that, as is the case with many publicly held corporations,  the possibility of a
Change in Control (as defined hereunder) of the Company exists; and,

     WHEREAS, the Board has, after due deliberation, determined that appropriate
steps should be taken to reinforce and  encourage  the  continued  attention and
dedication  of key  members of the  Company's  management  team,  including  the
Executive, to their assigned duties;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements contained hereinafter, the Company and the Executive hereby agree
as follows:

     1. Defined Terms. Certain capitalized terms used in this Agreement have the
meanings respectively ascribed thereto in Section 17 hereof.

     2. Term of Agreement.  This Agreement shall commence on the date hereof and
shall  continue in effect  through  December 31, 2000.  Commencing on January 1,
2001  and  each  January  1st  thereafter,  the  term  of this  Agreement  shall
automatically  be extended for one (1)  additional  year unless,  not later than
November 30th  preceding  that January 1st, the Company or the  Executive  shall
have given notice not to extend this Agreement or a Change in Control shall have
occurred prior to such January 1st;  provided,  however,  if a Change in Control
shall have occurred  during the term of this  Agreement,  this  Agreement  shall
continue in effect for a period of not less than  twelve (12) months  beyond the
date on which such Change in Control occurred. For the avoidance of doubt and as
an  illustration  only, if a Change of Control  occurred on June 30, 2000,  this
Agreement  would remain in effect through June 30, 2001  irrespective of whether
or not the Company gave notice not to extend this  Agreement  past  December 31,
2000.

     3.  Company's  Covenants  Summarized.  In order to induce the  Executive to
remain in the employ of the  Company  and in  consideration  of the  Executive's
covenants  set  forth in  Section  4  hereof,  the  Company  agrees,  under  the
conditions  described  herein,  to pay the  Executive the  "Severance  Payments"
described in Section 5.1 hereof in the event the Executive's employment with the
Company is terminated  following a Change in Control and during the term of this




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Agreement.  No amount or benefit  shall be payable under this  Agreement  unless
there shall have been (or, under the terms hereof, there shall be deemed to have
been) a termination of the Executive's  employment with the Company  following a
Change in Control.  This Agreement shall not be construed as creating an express
or implied  contract of employment  prior to the date of a Change in Control and
the  Executive  shall not have any  right to be  retained  in the  employ of the
Company but shall remain an employee at-will.

     4. The Executive's  Covenants.  The Executive  agrees that,  subject to the
terms and  conditions  of this  Agreement,  in the event a  Potential  Change in
Control occurs or arises during the term of this  Agreement,  the Executive will
remain in the employ of the  Company  until the  earliest of (a) a date which is
six (6) months from the date of such Potential  Change of Control,  (b) the date
of a Change in Control, (c) the date the Executive's employment with the Company
terminates  by  reason  of the  Executive's  death  or  Disability,  or (d)  the
termination by the Company of the Executive's employment for any reason.

     5. Severance Payments.

          5.1 The Company shall pay the Executive the payments described in this
     Section 5.1 ("Severance  Payments") upon the termination of the Executive's
     employment following a Change in Control during the term of this Agreement,
     including the Executive's termination of employment for Good Reason, unless
     such  termination is (a) by the Company for Cause,  or (b) by reason of the
     Executive's Death or Disability. The Executive's employment shall be deemed
     to have been  terminated  following  a Change  in  Control  by the  Company
     without Cause if the Executive's employment is terminated prior to a Change
     in Control  without Cause at the  direction (or action which  constitutes a
     direction)  of a Person who has entered into an agreement  with the Company
     the consummation of which will constitute a Change in Control.

               (i) Within three (3) business days after the Date of Termination,
          the  Company  shall  make a lump sum or  monthly,  at the  Executive's
          option, cash severance payment to the Executive in an amount equal to:
          (x) the Executive's  annual base salary in effect immediately prior to
          the occurrence of the event or  circumstance  upon which the Notice of
          Termination is based or in effect  immediately  prior to the Change in
          Control;  and (y) a pro-rated  portion of Executive's  Targeted Annual
          Bonus for the fiscal year in which the Date of Termination occurs.

               (ii)  For  a  twelve  (12)  month   period   after  the  Date  of
          Termination,  the Company shall arrange to provide the Executive  with
          medical and dental insurance benefits  substantially  similar to those
          that the  Executive  is receiving  immediately  prior to the Notice of
          Termination.  Benefits otherwise  receivable by the Executive pursuant
          to this  Section  5.1(ii)  shall be reduced  to the extent  comparable



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          benefits are actually  received by or made  available to the Executive
          without  cost  during  the  twelve  (12) month  period  following  the
          Executive's  termination of employment (and any such benefits actually
          received  by the  Executive  shall be  reported  to the Company by the
          Executive).

          5.2 The  Company  also shall pay to the  Executive  all legal fees and
     expenses  incurred  by  the  Executive  in  disputing  the  non-payment  of
     Severance  Payments in  connection  with a termination  which  entitles the
     Executive to Severance  Payments.  Such payments  shall be made within five
     (5) business days after  delivery of the  Executive's  written  request for
     payment accompanied with such evidence of fees and expenses incurred as the
     Company reasonably may require.

     6. Termination Procedures and Compensation During Dispute.

          6.1 Notice of  Termination.  After a Change in Control  and during the
     term of this  Agreement,  any  termination  of the  Executive's  employment
     (other than by reason of death) shall be  communicated by written Notice of
     Termination  from one party hereto to the other party hereto in  accordance
     with  Section 12  hereof.  For  purposes  of this  Agreement,  a "Notice of
     Termination"  shall  mean  a  notice  which  shall  indicate  the  specific
     termination  provision in this Agreement relied upon and shall set 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.

          6.2 Date of Termination.  "Date of  Termination",  with respect to any
     termination of the Executive's  employment after a Change in Control during
     the term of this Agreement, shall mean:

               (a) if the  Executive's  employment is terminated for Disability,
          thirty (30) days after Notice of Termination  is given  (provided that
          the Executive shall not have returned to the full-time  performance of
          the Executive's duties during such thirty (30) day period), and

               (b) if the  Executive's  employment is  terminated  for any other
          reason, the date specified in the Notice of Termination (which, in the
          case of a  termination  by the Company,  shall not be less than thirty
          (30) days after the date the Notice of Termination is given (except in
          the case of a termination for Cause)).

     7. No Mitigation. The Company agrees that, if the Executive's employment by
the Company is  terminated  following a Change in Control and during the term of
this  Agreement,  the  Executive is not required to seek other  employment or to
attempt in any way to reduce any amounts payable to the Executive by the Company
pursuant to Section 5.  Further,  the amount of any payment or benefit  provided
for in  Section 5 (other  than  Section  5.1(ii) ) shall not be  reduced  by any





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compensation  earned by the  Executive  as the result of  employment  by another
employer,  by retirement  benefits,  by offset  against any amount claimed to be
owed by the Executive to the Company, or otherwise.

     8. Non-Disclosure Covenant. In the performance of his or her duties for the
Company,  Executive has had, and will continue to have,  access to  Confidential
Information (as defined below) of the Company.  Executive  acknowledges that the
Confidential  Information obtained or developed in the course of employment with
the Company remains the property of the Company. Executive acknowledges that the
Company  has  invested  substantial  sums in the  development  of the  Company's
Confidential Information.

     As used herein, the term "Confidential  Information" shall mean any written
or unwritten  information  which  specifically  relates to and/or is used in the
Company's   interim   corporate   housing  or  furniture  rental  business  (the
"Business")  (including without limitation,  the services,  processes,  designs,
plans,  methods  of  operation,  developments,   financial  information,  market
information or plans in development, trade secrets, know-how, and the customers,
suppliers  and  others  with  whom  the  Company  does or has in the  past  done
business,  regardless  of when and by whom such  information  was  developed  or
acquired)  which  the  Company  deems  confidential  and  proprietary,  which is
generally not known to the public and which gives or tends to give the Company a
competitive  advantage  over  persons  who  do  not  possess  such  information;
provided,  however,  that  "Confidential  Information" shall not include general
industry  information or information which is publicly  available or information
which the Executive has lawfully  acquired from a source other than the Company.
The  Executive   acknowledges  that  the  Confidential   Information  is  novel,
proprietary to and of considerable value to the Company.

     During  his or her  employment  with  the  Company  and  after  the Date of
Termination,  Executive  covenants  and  agrees  that the  Executive  will  not,
directly  or  indirectly,  disclose or  communicate  to any person or entity any
Confidential Information of the Company ("Non-Disclosure Covenant").  Subject to
applicable  law, this  Non-Disclosure  Covenant has no geographic or territorial
restriction  or  limitation  and applies no matter  where the  Executive  may be
located  in the  future.  Nothing  in this  Agreement  shall be  deemed to be in
derogation  of the  Company's  rights under federal and state laws and decisions
with respect to trade secrets or unfair competition.

     9.  Non-Solicitation  Covenant.  The Executive  agrees that for a period of
twelve (12) months  following the Date of  Termination,  the Executive will not,
either  for his or her  account  or for or  through  any other  person,  firm or
corporation,  directly or indirectly,:  (i) call on, solicit or communicate with
any  person who or that was a customer  of the  Company  during the term of this
Agreement,  for the purpose of soliciting interim corporate housing or furniture
rental  business for someone other than the Company or a Company  affiliate;  or
(ii) solicit for  employment  with any other  person,  firm or  corporation  any
person who is or was an employee of the Company as of the Date of Termination.




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     10. Breach of Non-Disclosure or Non-Solicitation Covenant. In the event the
Executive, directly or indirectly,  breaches, violates or fails to fully perform
his or her obligations under Sections 8 or 9, Executive  acknowledges and agrees
that each such breach will cause immediate and  irreparable  harm to the Company
in a manner that cannot be measured nor adequately compensated in damages.

     The  Executive  has  carefully  considered  the  nature  and  extent of the
restrictions  upon him and the rights and  remedies  conferred  upon the Company
under this  Agreement,  and  hereby  acknowledges  and agrees  that the same are
reasonable  with  respect to duration  and  geographical  area,  are designed to
protect the  legitimate  business  interests of the  Company,  and do not confer
benefits upon the Company  disproportionate  to the detriment to the  Executive.
The  Executive  agrees that,  in the event any court of  competent  jurisdiction
determines that the above covenants are invalid or  unenforceable,  to join with
the  Company  in  requesting  the court to  construe  or modify  the  applicable
provision  by  limiting or  reducing  it so as to be  enforceable  to the extent
compatible with applicable law.

     The Company and the  Executive  further agree that in the event of any such
breach and in addition to any and all other  remedies that it may have at law or
in equity, the Company shall be entitled to temporary, preliminary and permanent
injunctive  relief to restrain  such breach by  Executive,  and to all costs and
expenses,  including  reasonable  attorneys' fees, of any proceedings brought to
obtain such  injunctive  relief.  Executive  agrees to waive any objection to or
defense in respect of the  geographical  scope and duration of the  covenants as
set forth in Sections 8 and 9 hereof. Nothing contained in this Section 10 shall
restrict or limit in any manner, the Company's right to seek and obtain any form
of relief,  legal or  equitable,  in an action  brought  to  enforce  its rights
hereunder.

     11. Successors; Binding Agreement.

          11.1 In addition to any obligations  imposed by law upon any successor
     to the Company,  the Company will require any successor  (whether direct or
     indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to all or
     substantially all of the business and/or assets of the Company to expressly
     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 no such
     succession had taken place.  In any event this  Agreement  shall be binding
     upon the Company and any successors or assignee.

          11.2 This  Agreement  shall inure to the benefit of and be enforceable
     by  the   Executive's   personal  or  legal   representatives,   executors,
     administrators,  successors, heirs, distributees, devisees and legatees. If
     the  Executive  shall die while any  amount  would  still be payable to the
     Executive  hereunder  (other than amounts which, by their terms,  terminate
     upon the death of the  Executive)  if the  Executive had continued to live,
     all  such  amounts,  unless  otherwise  provided  herein,  shall be paid in
     accordance  with the terms of this  Agreement  to the  executors,  personal
     representatives or administrators of the Executive's estate.



<PAGE>

     12.  Notices.  For the  purpose 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  in hand or when  delivered  or
mailed by United  States  certified  mail,  return  receipt  requested,  postage
prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance
herewith,  except that notice of change of address shall be effective  only upon
actual receipt:

         To the Company:

         Globe Business Resources, Inc.
         11260 Chester Road, Suite 400
         Cincinnati, Ohio  45246
         Attention: Chairman

         To the Executive:

         George S. Quay, IV
         9530 E. Desert Cove Avenue
         Scottsdale, Arizona 85260


     13. Miscellaneous.  No provision of this Agreement may be modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing and signed by the  Executive and such  officer,  as may be  specifically
designated  by the Board.  No waiver by either  party  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 any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not  expressly set forth in this  Agreement.  The laws of
the State of Ohio shall govern the validity,  interpretation,  construction  and
performance  of this  Agreement and the Agreement  shall be an instrument  under
seal.  All  references  to sections of the  Exchange Act shall be deemed also to
refer to any successor  provisions to such sections.  Any payments  provided for
hereunder shall be paid net of any applicable withholding required under Federal
or local law and Any  additional  withholding to which the Executive has agreed.
The  obligations of the Company and the Executive  under Sections 4, 5, 6 and 16
shall survive the expiration of the term of this Agreement.

     14. Validity.  The invalidity or  unenforceability or any provision 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. In addition, if
any provision of this Agreement is held invalid or  unenforceable  by a court of
competent  jurisdiction,  then such  provision  shall be deemed  modified to the
extent necessary to enable such provision to be valid and enforceable.


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     15. Counterparts.  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.

     16.  Settlement  of  Disputes;  Arbitration.  All claims by  Executive  for
benefits  under this  Agreement  shall be  directed to the Board and shall be in
writing.  Any denial by the Board of a claim for benefits  under this  Agreement
shall be delivered to the  Executive in writing and shall set forth the specific
reasons for the denial and the  specific  provisions  of this  Agreement  relied
upon.  The Board shall afford a reasonable  opportunity  to the  Executive for a
review of the decision  denying a claim and shall further allow the Executive to
appeal to the  Board a  decision  of the  Board  within  sixty  (60) days  after
notification by the Board that the Executive's claim has been denied. Other than
disputes under, or actions to enforce,  the provisions of Section 8 or Section 9
hereof, which may be litigated in a court of competent jurisdiction, any further
dispute or controversy  arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Cincinnati, Ohio in accordance with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that the Executive shall also be entitled to seek specific performance
of the  Executive's  right to be paid until the Date of  Termination  during the
pendency of any dispute or controversy  arising under or in connection with this
Agreement in such  arbitration or by a proceeding in a federal or state court in
Hamilton County, Ohio.

     17. Definitions.  For purposes of this Agreement, the following terms shall
have the meanings indicated below:

          (1) "Additional  Bonus  Guidelines"  shall mean the method employed by
     the  Compensation  Committee  of the Board in  determining  an  Executive's
     Targeted Annual Bonus.

          (2)  "Beneficial  Owner" shall have the meaning  defined in Rule 13d-3
     under the Exchange Act.

          (3) "Board" shall mean the Board of Directors of the Company.

          (4)  "Cause"  for  termination  by  the  Company  of  the  Executive's
     employment, after any Change in Control, shall mean:

               (i)  the  willful  and  continued  failure  by the  Executive  to
          substantially  perform the Executive's  duties with the Company (other
          than any such failure resulting from the Executive's incapacity due to
          physical or mental illness,  or any such actual or anticipated failure
          after a written demand for substantial performance is delivered to the
          Executive  by the Board,  which  demand  specifically  identifies  the
          manner  in  which  the  Board  believes  that  the  Executive  has not
          substantially performed the Executive's duties, or




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               (ii) the willful  engaging by the  Executive in conduct  which is
          demonstrably   and   materially   injurious  to  the  Company  or  its
          subsidiaries, monetarily or otherwise.

          For  purposes of clauses (i) and (ii) of this  definition,  no act, or
     failure to act, on the Executive's  part shall be deemed  "willful"  unless
     done, or omitted to be done, by the Executive not in good faith and without
     reasonable  belief that the Executive's  act, or failure to act, was in the
     best interest of the Company.

          (5) A "Change  in  Control"  shall be deemed to have  occurred  if the
     conditions set forth in any one of the following paragraphs shall have been
     satisfied:

               (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
          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



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          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 become 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.

          (6)  "Company"  shall mean Globe  Business  Resources,  Inc.,  an Ohio
     corporation and its successors and assigns.

          (7) "Date of Termination" shall have the meaning stated in Section 6.2
     hereof.

          (8) "Disability" shall be deemed the reason for the termination by the
     Company of the Executive's  employment,  if, as a result of the Executive's
     incapacity due to physical or mental illness, the Executive shall have been
     absent from the full-time  performance of the  Executive's  duties with the
     Company for a period of three (3)  consecutive  months,  the Company  shall
     have given the  Executive  a Notice of  Termination  for  Disability,  and,
     within  sixty (60) days  after such  Notice of  Termination  is given,  the
     Executive  shall not have  returned  to the  full-time  performance  of the
     Executive's duties.

          (9) "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
     amended from time to time.

          (10)  "Executive"  shall  mean  the  individual  named  in  the  first
     paragraph of this Agreement.

          (11)  "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



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          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 or
          Targeted  Annual Bonus,  or a change  detrimental  to Executive in the
          Annual  Bonus  Guidelines,  as in  effect  at the time of a Change  in
          Control of the Company;

               (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  at the  time of a  Change  in  Control  of the  Company
          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 at the time of a Change in Control of the Company;

               (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  at the time of a Change
          in  Control  of  the  Company  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  more than fifty  (50)  miles  from  11260  Chester  Road,
          Cincinnati  (Sharonville),  Ohio, or the Executive's relocation to any
          place other than the  location at which the  Executive  performed  the
          Executive's  duties  immediately  prior to a Change in  Control of the
          Company,  except for required travel by the Executive on the Company's
          business to an extent  substantially  consistent  with the Executive's
          business travel  obligations at the time of a Change in Control of the
          Company;

               (vi) any failure by the Company to provide the Executive with the
          number of paid vacation days to which the Executive is entitled at the
          time of a Change in Control of the Company;



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

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

          (12) "Notice of Termination"  shall have the meaning stated in Section
     6.1 hereof.

          (13) "Person"  shall have the meaning given in Section  3(a)(9) of the
     Exchange  Act, as modified  and used in Sections  13(d) and 14(d)  thereof;
     however, a Person shall not include:

               (i) the Company,

               (ii) a trustee or other  fiduciary  holding  securities  under an
          employee benefit plan of the Company, or

               (iii)  a  corporation  owned,  directly  or  indirectly,  by  the
          stockholders  of the Company in  substantially  the same proportion as
          their ownership of stock of the Company.

          (14) "Potential  Change in Control",  shall be deemed to have occurred
     if the  conditions set forth in any one of the following  paragraphs  shall
     have bee satisfied:

               (i) the Company  enters into an agreement,  the  consummation  of
          which would result in the occurrence of a Change in Control;

               (ii) the Company or any Person publicly announces an intention to
          take or to  consider  taking  actions  which,  if  consummated,  would
          constitute a Change in Control;

               (iii) the Board  adopts a  resolution  to the  effect  that,  for
          purposes  of  this  Agreement,  a  Potential  Change  in  Control  has
          occurred.

          (15)  "Severance  Payments"  shall mean those  payments  described  in
     Section 5.1 hereof.

          (16) "Targeted Annual Bonus" shall mean the bonus  established for the
     Executive  pursuant to the Annual Bonus  Guidelines for that fiscal year at
     the annual April meeting of the Board's Compensation  Committee.



<PAGE>

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands effective
as of the date and year first above written.

                                          GLOBE BUSINESS RESOURCES, INC.,
                                          an Ohio corporation


                                         By:  /s/David D. Hoguet
                                            ----------------------------------
                                            Name:  David D. Hoguet
                                            Title: Chairman


                                          /s/George S. Quay, IV
                                          -------------------------------------
                                          GEORGE S. QUAY, IV