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                                                                    Exhibit 10.2


                                 PH GROUP, INC.
                            2365 SCIOTO HARPER DRIVE
                              COLUMBUS, OHIO 43204

                                January 23, 1997


Charles T. Sherman
PH Group, Inc.
2365 Scioto Harper Drive
Columbus, Ohio  43204


      Congratulations. You have been granted a Stock Option under the Company's
Stock Incentive Plan (the "Plan") on the following terms:

      1. NUMBER OF SHARES. The number of Shares of Common Stock of the Company
      that you may purchase under this Option is: 10,000

      2. EXERCISE PRICE. The exercise price to purchase Shares under this Option
      is: $1.69 per Share.

      3. VESTING. 25% of the Shares originally subject to this Option will vest
      and become exercisable on the first four anniversaries of the date of this
      Agreement if you have been an Employee of the Company continuously from
      the date of this Agreement through the date when such portion of the
      Option vests. Notwithstanding any other provision hereof, this Option, to
      the extent that it has not previously been exercised or lapsed, shall vest
      fully and become exercisable upon the occurrence of any Change in Control
      if you are an Employee at that time.

      4. LAPSE. This Option will lapse and cease to be exercisable upon the
      earliest of:

           (i)  the expiration of 10 years from the date of this Agreement,

           (ii) nine months after you cease to be an Employee because of your
                death or disability,

           (iii) three months after a termination without cause of your
                 employment with any Employer, or

           (iv) immediately upon termination of your employment with all
                Employers by such Employers for cause or by your resignation.

      5. TAXATION. This Option is a Nonqualified Option. You will have taxable
      income upon the exercise of this Option. At that time, you must pay to the
      Company an amount equal to the required federal, state, and local tax
      withholding less any withholding otherwise made from your salary or bonus.
      You must satisfy any relevant withholding requirements before the Company
      issues Shares to you.

      6. EXERCISE. This Option may be exercised by the delivery of this
      Agreement, with the notice of exercise attached hereto properly completed
      and signed by you, to the Treasurer of the Company, together with the
      aggregate Exercise Price for the number of Shares as to which the Option
      is being exercised, after the Option has become exercisable and before it
      has ceased to be exercisable. The Exercise Price must be paid in cash by
      (a) delivery of a certified or cashier's check payable to the order of the
      Company in such amount, (b) wire transfer of immediately available funds
      to a bank account designated by the Company, or (c) reduction of a debt of
      the Company to you. This Option may be exercised as to less than all of
      the Shares purchasable hereunder, but not for a fractional share, nor may
      it be exercised as to less than 100 Shares unless it is exercised as to
      all of the Shares then available hereunder.

      7. NO TRANSFER. This Option may not be sold, pledged nor otherwise
      transferred other than by will or the laws of descent and distribution;
      and it may be exercised during your lifetime only by you. This Agreement
      is neither a negotiable instrument nor a security (as such term is defined
      in Article 8 of the Uniform Commercial Code).



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      8. NOT AN EMPLOYMENT AGREEMENT. This Agreement is not an employment
      agreement and nothing contained herein gives you any right to continue to
      be employed by or provide services to the Company or affects the right of
      the Company to terminate your employment or other relationship with you.

      9. PLAN CONTROLS. This Agreement is an Option Agreement (as such term is
      defined in the Plan) under Article 5 of the Plan. The terms of this
      Agreement are subject to, and controlled by, the terms of the Plan, as it
      is now in effect or may be amended from time to time hereafter, which are
      incorporated herein as if they were set forth in full. Any words or
      phrases defined in the Plan have the same meanings in this Agreement. The
      Company will provide you with a copy of the Plan promptly upon your
      written or oral request made to its Treasurer.

      10. MISCELLANEOUS. This Agreement sets forth the entire agreement of the
      parties with respect to the subject matter hereof and it supersedes and
      discharges all prior agreements (written or oral) and negotiations and all
      contemporaneous oral agreements concerning such subject matter. This
      Agreement may not be amended or terminated except by a writing signed by
      the party against whom any such amendment or termination is sought. If any
      one or more provisions of this Agreement shall be found to be illegal or
      unenforceable in any respect, the validity and enforceability of the
      remaining provisions hereof shall not in any way be affected or impaired
      thereby. This Agreement shall be governed by the laws of the State of
      Ohio.

      Please acknowledge your acceptance of this Agreement by signing the
enclosed copy in the space provided below and returning it promptly to the
Company.

                                       PH GROUP, INC.


                                       By: /s/ MICHAEL GARDNER
                                          --------------------------
                                       Name:   Michael Gardner
                                            ------------------------
                                       Its:    Vice President
                                           -------------------------


Accepted and Agreed to as of
the date first set forth above:


/s/ CHARLES T. SHERMAN
--------------------------
Charles T. Sherman



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                              OPTION EXERCISE FORM

      The undersigned hereby exercises the right to purchase ____________ shares
of Common Stock of the Company pursuant to the Option Agreement dated January
23, 1997 under the Company's Stock Incentive Plan. The undersigned hereby
represents and warrants to the Company that he or she is not exercising such
rights or planning to transfer such shares while in the possession of material
inside information relating to the Company.


Date:
     --------------------------
                                                   --------------------------
                                                   Charles T. Sherman





Sign and complete this Option Exercise Form and deliver it to:

                                 PH Group, Inc.
                                Attn.: Treasurer
                            2365 Scioto Harper Drive
                              Columbus, Ohio 43204

together with the option price in cash by (a) delivery of a certified or
cashier's check payable to the order of the Company in such amount, (b) wire
transfer of immediately available funds to a bank account designated by the
Company, or (c) reduction of a debt of the Company to you.