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                                                                  Exhibit 10.6


                   PH GROUP INC. EMPLOYEE STOCK PURCHASE PLAN


1.       PURPOSE

         The PH Group Inc. Employee Stock Purchase Plan (the "Plan") is designed
         to encourage employees of PH Group Inc. (the "Company"), where
         permitted by applicable laws and regulations, to acquire an equity
         interest in the Company through the purchase of shares of the common
         stock, no par value, of the Company ("Common Stock"). These purchases
         are intended to establish a closer identification of employee, Company
         and shareholder interests and to provide employees with a direct means
         of participating in the Company's growth and earnings. It is
         anticipated that Plan participation will motivate employees to remain
         in the employ of the Company and give greater efforts on behalf of the
         Company.

2.       DEFINITIONS

         The following words or terms, when used herein, shall have the
         following respective meanings:

         "Closing Price" refers to the closing price on the last business day of
         each quarter.

         "Committee" shall refer to the committee appointed by the Company Board
         of Directors to administer this Plan.

         "Administrator" refers to plan administration and oversight and may be
         done in-house or by an appropriate third party, i.e. transfer agent or
         broker.

         "Effective Date" means April 1, 1998, the first Enrollment Date under
         the Plan.

         "Employee" refers to all full-time and part-time employees, employed by
         the Company on a continuous basis .

         "Enrollment Date" refers to April 1, 1998, the first Enrollment Date
         under the Plan, and the first day of each quarter thereafter.

         "Enrollment Period" refers to the designated period that precedes each
         Enrollment Date during which employees eligible to participate are
         provided the opportunity to enroll in the Plan. (An employee may enroll
         any time but deductions for stock will not begin until the first pay
         period at the beginning of each quarter).The Enrollment Period is
         approximately two weeks in duration and, generally, will expire
         approximately 10 to 14 days prior to the Enrollment Date. The exact
         dates for each Enrollment Period will be communicated to all eligible
         employees prior to the Enrollment Period.

         "Employee Contribution Amounts" refers to the amounts contributed by
         employees via payroll deduction.


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         "Exercise Date" refers to the last stock trading day each quarter or
         the day an employee requests a certificate be issued.

         "Fair Market Value" refers to the Closing Market Price on either the
         first or last stock trading day in the Participation Period as
         determined in accordance with Section 9.

         "Participant" refers to any employee meeting the eligibility
         requirements specified in Section 5 who has enrolled in the Plan.

         "Participation Period" refers to a three month or quarterly periods:
         1/1, 4/1, 7/1 and 9/1.

         "Plan" shall refer to this PH Group Inc. Employee Stock Purchase Plan.

3.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Employee Stock Purchase Plan
         Committee (the "Committee") appointed by the Board of Directors of the
         Company (the "Board"), which Committee shall consist of at least three
         (3) persons, who need not be members of the Board. The members of the
         Committee shall supervise the administration and enforcement of the
         Plan according to its terms and provisions and shall have all powers
         necessary to accomplish these purposes and discharge its duties
         hereunder including, but not limited to, the power to interpret the
         Plan, to make factual determinations and resolve issues of eligibility,
         stock price determination, or any other issues arising under the Plan
         or as a result of participation of Participants in the Plan.

         The Committee may act by majority decision of its members at a regular
         or special meeting of the Committee or by decision reduced to writing
         and signed by all members of the Committee without holding a formal
         meeting. Vacancies in the membership of the Committee arising from
         death, resignation or other inability to serve shall be filled by
         appointment by the Board as soon as possible. All decisions by the
         Committee shall be final and conclusive and binding upon all
         Participants and the Company.

4.       NATURE AND NUMBER OF SHARES

         The Common Stock subject to issuance under the terms of the Plan shall
         be shares of the Company's authorized but unissued shares. The
         aggregate number of shares that may be issued under the Plan shall not
         exceed 250,000 shares of Common Stock. If the total number of shares
         that Employees elect to purchase under the Plan exceeds the share
         available, the Committee will allot shares among Employees.

         In the event of any reorganization, recapitalization, stock split,
         reverse stock split, stock dividend, combination of shares, merger,
         consolidation, offering of rights or other similar change in the
         capital structure of the Company, the Committee may make such
         adjustment, if any, as it deems appropriate in the number, kind and
         purchase price of the



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         shares available for purchase under the Plan and in the maximum number
         of shares that may be issued under the Plan, subject to the approval of
         the Board and in accordance with Section 19 of the Plan.

         If the Company is acquired in a transaction whereby it is not the
         surviving entity or all or substantially all of the Company's assets
         are acquired, the Committee shall determine a Plan termination date.
         This date shall precede the expected effective date of such acquisition
         by not more than sixty (60) days. Employee Contribution Amounts
         accumulated during the period between the most recent Enrollment Date
         and Plan termination date shall be used to purchase shares for
         Participants in the manner provided in Section 9 utilizing the Plan
         termination date as the Exercise Date for determining the purchase
         price for shares of Common Stock. In the event the Plan is terminated
         and the acquisition transaction is not consummated, the Plan may be
         reactivated on a date determined by the Committee.

5.       ELIGIBILITY REQUIREMENTS

         Each Employee, except as described in the next following paragraph,
         shall become eligible to participate in the Plan in accordance with
         this Section 5 on the first Enrollment Date following employment by the
         Company. Participation in the Plan is voluntary.

         The following Employees are not eligible to Participate in the Plan:

               i) Employees who have not completed at least three months of
                  continuous service with the Company as of the Enrollment Date.

6.       ENROLLMENT

         Each Employee of the Company who thereafter becomes eligible to
         participate may enroll in the Plan anytime with payroll deduction
         toward stock purchase effective the first pay period of each quarter.
         In order to enroll, an eligible Employee must complete, sign and submit
         the appropriate forms to the Company's Human Resources Department.
         Continued enrollment in subsequent periods shall be automatic and no
         additional documentation is required, unless a Participant desires to
         revise the Employee Contribution Amount for the subsequent
         Participation Period. Employee Contribution Amounts shall remain
         constant if not changed at the Employee's request during an Enrollment
         Period. In order to terminate Plan participation, at any time, or
         change Employee Contribution Amounts, the participant must complete,
         sign and submit the appropriate forms to the Company's Human Resources
         Department during an Enrollment Period.

7.       GRANT OF RIGHT TO PURCHASE SHARES ON ENROLLMENT

         Enrollment in the Plan by an Employee on an Enrollment Date will
         constitute the grant by the Company to the Participant of the right to
         purchase shares of Common Stock under the Plan. Re-enrollment or
         continued enrollment by a Participant in the Plan will



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         constitute a grant, on the Enrollment Date on which such re-enrollment
         or continued enrollment occurs, by the Company to the Participant of a
         new right to purchase shares of Common Stock. A Participant who has not
         terminated employment shall have shares of Common Stock automatically
         purchased for him or her on the applicable Exercise Date, the last
         business day of each quarter. The participant shall automatically be
         re-enrolled in the Plan for subsequent Participation Periods at the
         same Employee Contribution Amount, unless the Participant notifies the
         Company's Human Resources Department on the appropriate forms that he
         or she elects not to re-enroll or desires to change his or her Employee
         Contribution Amount. A Participant who has suspended payroll deductions
         during any Participation Period must re-enroll on the appropriate forms
         to participate in the Plan in any future Participation Periods.

         Each right to purchase shares of Common Stock under the Plan during any
         participation Period shall have the following terms:

         i)     the right to purchase shares of Common Stock during any
                Participation Period shall expire on the earlier of (A) the
                completion of the purchase of shares on the Exercise Date or (B)
                the date on which the Participant terminates employment;

         ii)    in no event shall the right to purchase shares of Common Stock
                during any Participation Period extend beyond three months
                from the Enrollment Date;

         iii)   payment for shares purchased shall be made only with amounts
                contributed through payroll deductions;

         iv)    purchase of shares shall be accomplished only in accordance with
                Section 9;

         v)     the price per share shall be determined as provided in
                Section 9;

         vi)    the maximum amount an employee may spend in one participation
                period (quarter) shall not exceed $12,500.00; and

        vii)    the right to purchase shares of Common Stock shall in all
                respects be subject to the terms and conditions of the Plan, as
                interpreted by the Committee from time to time.

8.       METHOD OF PAYMENT

         Payment of shares of Common Stock shall be made as of the applicable
         Exercise Date with amounts contributed through payroll deductions
         collected over the Plan's designated Participation Period, with the
         first such deduction commencing with the payroll period ending after
         the Enrollment Date. Each Participant will authorize such deductions
         from his or her pay for each month during the Participation Period. No
         changes in monthly deduction amounts are permitted subsequent to the
         Enrollment Period other than ceasing ongoing payroll deductions for the
         remainder of the Participation Period. Payroll deductions will be made
         in equal installments on each of the first two payrolls of each



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         month during the Participation Period. No lump sum or prepayments are
         permitted. Employees may select any monthly Employee Contribution
         Amount as long as the following requirements are met:

           i)     at least $5.00 is deducted each pay period;

           ii)    amount selected is a multiple of $5.00;

           iii)   total amount deducted does not exceed Employee's net pay of
                  their base salary; and

           iv)    the aggregate of monthly deduction amounts does not exceed
                  $12,500.00 in any Participation Period (under this Plan and
                  under all other similar stock purchase plans of the Company or
                  any Subsidiary). If for any reason a Participant's
                  contributions to the Plan exceed $12,500.00 during any
                  Participation Period, such excess amounts shall be refunded to
                  the Participant as soon as practicable after such excess has
                  been determined to exist.

         A Participant may suspend payroll deductions at any time during a
         Participation Period by giving written notice to the Company's Human
         Resources Department on the appropriate forms, which will be processed
         effective for the first payroll period that is administratively
         feasible. In such case, the Participant's account balance shall still
         be used to purchase Common Stock at the end of the Participation
         Period. Any Participant who suspends payroll deductions during any
         Participation Period cannot resume payroll deductions during such
         period and must re-enroll in the Plan during a Subsequent Enrollment
         Period in order to participate in any future Participation Periods.

         Except in the case of termination of employment, the amount in a
         Participant's account at the end of any Participation Period shall be
         applied to the purchase of shares, as provided in Section 9.

9.       PURCHASE OF SHARES

         The right to purchase shares of Common Stock granted by the Company
         under the Plan is for the term of a Participation Period. The price to
         be paid for the Common Stock to be purchased at the expiration of such
         Participation Period shall be determined as the Closing Price on the
         last trading day in the Participation Period or the last business day
         of the quarter (Exercise Date). Fractional shares shall be held until
         the next period.

         The number of shares of Common Stock, including fractional shares,
         purchased on behalf of a Participant shall be recorded in the stock
         trading account established for each Participant as soon as
         administratively feasible, but no later than five (5) business days
         following the last business day of the preceding Participation Period.
         The number of shares purchased shall be computed by dividing the
         aggregate Employee Contribution Amount by the price for the Common
         Stock determined in the manner described in the




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         preceding paragraph. Participants shall be treated as the record owners
         of the shares, with all rights of a shareholder, effective as of the
         date the shares are posted to the Participant's stock trading account.
         Any fees associated with maintaining these stock trading accounts shall
         be the obligation of the Company.

10.      WITHDRAWAL OF SHARES

         The record of shares of Common Stock purchased shall be maintained in
         an individual stock trading account established at the on behalf of the
         Participant until the shares are either withdrawn or sold. A
         Participant may elect to withdraw all shares held in his or her account
         any time (without withdrawing from the Plan) by giving notice to the
         company. Upon receipt of such notice, the administrator will arrange
         for either (a) the issuance and delivery of all shares held in the
         Participant's account as soon as administratively feasible or (b) the
         sale of the shares, as described by the Participant.

         Certificates shall be issued only in the following situations:

         i)     if the Participant requests a certificate; or

         ii)    if the Participant terminates employment with the Company and
                requests a certificate.

         iii)   the minimum number of shares that may be issued in a
                certificate, except for termination of employment share
                issuance, is twenty-five (25).

           In both of these cases, the Participant will be required to notify
           the company and pay an issuance fee. The share certificate will be
           issued to the Participant as soon as administratively feasible after
           the receipt by the administrator of the required form and payment of
           the issuance fee.

           Fractional shares shall be as follows: For share withdrawals, only
           whole shares will be certified and issued to Participants. A payment
           will be made to the Participant for any fractional shares owned by
           the Participant. This payment shall be computed using the Closing
           Market Price of a share of Common Stock on the date the withdrawal is
           processed by the Designated Broker. For shares sold, Participants
           shall receive credit for all whole and fractional shares at the
           actual price for which the shares were sold.

11.      INCOME TAX OBLIGATIONS

         Participants shall be responsible for all personal income obligations
         associated with selling shares of Common Stock purchased through this
         Plan. The Committee recommends that each Participant seek competent,
         professional tax advice prior to enrolling in the Plan to ensure he or
         she fully understands the tax consequences resulting from stock sales.



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12.      TERMINATION OF PARTICIPATION

         The right to participate in the Plan terminates immediately when a
         Participant ceases to be employed by the Company. Employee Contribution
         Amounts collected prior to the date of termination of employment shall
         be paid in cash. The cash shall be delivered to the Participant as soon
         as administratively feasible following the end of the Participation
         Period in which the Participant's employment terminates. Employee
         Contribution Amounts for Participants who are on a Leave of Absence
         will be used to purchase Common Stock at the conclusion of the
         Participation Period in accordance with Section 9.

13.      DEATH OF A PARTICIPANT

         As soon as administratively feasible after receiving notification of
         the death of a Participant, Employee Contribution Amounts collected
         prior to the date of termination of employment shall be paid in cash to
         the Participant's estate. No additional shares of Common Stock may be
         purchased on behalf of a Participant after notification of death is
         received. All assets in a Participant's Stock trading account will
         remain in the Participant's account until the person whom the
         Participant has elected a joint tenant, with or without right of
         survivorship, or the representative of the Participant's estate
         requests delivery thereof from the administrator and submits such
         documentation as may be required to show proof of entitlement thereto.

14.      ASSIGNMENT

         The rights of a Participant under the Plan shall not be assignable or
         otherwise transferable by the Participant except by will or the laws of
         descent and distribution. No purported assignment or transfer of any
         rights of a Participant under the Plan, whether voluntary or
         involuntary, by operation of law or otherwise, shall vest in the
         purported assignee or transferee any interest or right therein
         whatsoever, but immediately upon such assignment or transfer, or any
         attempt to make the same, such rights shall terminate and become of no
         further effect. If the foregoing provisions of this Section 14 are
         violated, the Participant's election to purchase Common Stock shall
         terminate and the only obligation of the Company remaining under the
         Plan shall be to pay the person entitled thereto the Employee
         Contribution Amount then credited to the Participant's account. No
         Participant may create a lien on any funds, securities, rights or other
         property held for the account of the Participant under the Plan, except
         to the extent permitted by will or the laws of descent and distribution
         if beneficiaries have not been designated. A Participant's right to
         purchase shares of Common Stock under the Plan shall be exercisable
         only during the Participant's lifetime and only by him or her.

15.      COSTS

         The Company will pay all expenses incident to establishing and
         administering the Plan. Expenses to be incurred by Participants shall
         be limited to brokerage fees relating to



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         sales of stock from the Participant's account (as described herein),
         issuance fees (as described in Section 10) and any personal income tax
         obligations.

16.      REPORTS

         At least quarterly, the Company shall provide or cause to be provided
         to each Participant a report of their Employee Contribution Amounts and
         the shares of Common Stock purchased with such Employee Contribution
         Amounts by that Participant on each Exercise Date.

17.      RIGHTS AS A SHAREHOLDER

         A Participant shall have no rights as a shareholder under his or her
         rights to purchase Common Stock until he or she becomes a shareholder
         as herein provided. A Participant will become a shareholder with
         respect to shares for which payment has been completed as provided in
         Section 9 effective as of the date the shares are posted to the
         Participant's stock trading account.

18.      MODIFICATION AND TERMINATION

         The Board may amend or terminate the Plan at any time as permitted by
         law, with the exception that the provisions of the Plan (including,
         without limitation, the provisions of Sections 8 and 9) that constitute
         a formula award for purposes of Rule 16b-3 promulgated by the
         Securities and Exchange Commission under the Securities Exchange Act of
         1934, as amended ("Rule 16b-3"), may not be amended more than once
         every six (6) months, other than to comply with changes in the Code, or
         the rules thereunder. No amendment shall be effective unless within one
         (1) year after the change is adopted by the Board it is approved by the
         holders of a majority of the voting power of the Company's outstanding
         shares:

         i)     if and to the extent such amendment is required to be approved
                by shareholders to continue the exemption provided for in Rule
                16b-3 (or any successor provision).

19.      BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE

         The Plan was approved by the Board on January 21, 1998. The Plan will
         become effective as of April 1, 1998, (subject to the timely meeting of
         all related compliance requirements).

20.      GOVERNMENTAL APPROVALS OR CONSENTS

         The Plan and any offering or sale made to Employees under the Plan are
         subject to any governmental approvals or consents that may be or become
         applicable in connection therewith. Subject to the provisions of
         Section 18, the Board may make such changes in the Plan and include
         such terms in any offering under the Plan as may be desirable to comply
         with the rules or regulations of any governmental authority.



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21.      NO ADDITIONAL PURCHASE RIGHTS OR EMPLOYMENT RIGHTS

         Other than for rights to purchase Common Stock under the Plan, the Plan
         does not, directly or indirectly, create any right for the benefit of
         any Employee or class of Employee to purchase any shares under the
         Plan, or create in any Employee or class of Employee any right with
         respect to continuance of employment with the Company, and it shall not
         be deemed to interfere in any way with the Company's right to
         terminate, or otherwise modify, any Employee's employment at any time.

22.      EFFECT OF PLAN

         The provisions of the Plan shall, in accordance with its terms, be
         binding upon, and inure to the benefit of, all successors of each
         Employee participating in the Plan, including, without limitation, such
         Employee's estate and the executors, administrators or trustees
         thereof. heirs and legatees, and any receiver, trustee in bankruptcy or
         representative of creditors of such Employee.

23.      GOVERNING LAW

         The laws of the state of Ohio will govern all matters relating to the
         Plan except to the extent superseded by the laws of the United States
         or the property laws of any particular state.

24.      NO PAYMENT OF INTEREST

         No interest will be paid or allowed on any Employee Contribution
         Amounts or amounts credited to the account of any Participant.

25.      OTHER PROVISIONS

         The agreement to purchase shares of Common Stock under the Plan shall
         contain such other provisions as the Committee and the Board shall deem
         advisable, provided that no such provision shall in any way conflict
         with the terms of the Plan.


         NOTE:      Determine whether to allow officers to purchase and assess
                    whether 16b-3 exemption should be sought by complying with
                    Section 423.


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