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10.2              EMPLOYEES' OPTION AGREEMENT


<<Date of Grant>>

<<Name of Grantee>>
<<Street>>                                           Employees' Option Agreement
<<City, State, Zip>>


         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:<<Number>>

         2. Exercise Price. The exercise price to purchase Shares under this
Option is: $<<Price>> 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
[subject to the special rule referred to in paragraph 5 below]. 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 [an Incentive Stock Option][a Nonqualified
Option]. [Because this Option is an Incentive Stock Option vesting of a portion
of this Option or of other Incentive Stock Options held by you may be deferred
under a special rule set forth in Section 5.4 (c) of the Plan. If you exercise
this Option and dispose of any of the Shares received by you as a result of such
exercise within two years from the date above or within one year after the
issuance of such Shares to you upon such exercise, you must notify the Company
of such disposition and the amount received as a result thereof and pay or
provide for the withholding taxes on such disposition.] [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.
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         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).

         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:  _________________________________
                                              Charles T. Sherman, President

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


__________________________________
<<Name of Grantee>>
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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
<<Date of Grant>> 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:  __________________________________

                                            __________________________________
                                            <<Name of Holder>>

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.