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                              EXHIBIT 10.31

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                       CONSULTING AGREEMENT


          CONSULTING  AGREEMENT  dated  as  of  September 15, 1995

between  MICROFRAME  EUROPE N.V., a Belgium corporation having its

place  of  business  at  Tuyaartstraat 32, 2850 Boom, Belgium (the

"Company")  and MARC KEGELAERS, residing at Tuyaartstraat 32, 2850

Boom, Belgium (the "Consultant").


                       W I T N E S S E T H:


          WHEREAS,   the Company desires to retain the services of

Consultant upon the terms and conditions stated herein; and

          WHEREAS,  Consultant  desires to render such services to

the Company upon the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the mutual covenants

contained herein, the parties hereto hereby agree as follows:

          1.   Consulting  Term.    The  Company  hereby agrees to

retain  Consultant,  and Consultant hereby agrees to serve in such

capacity,  as a general manager of the Company, upon the terms and

conditions  set forth below for a five-year term commencing on the

date hereof (the "Term").

          2.   Duties.    (a)  Consultant  shall, according to the

general  instructions  of  the  Company,  perform  such duties and

exercise  such  supervision and powers over and with regard to the

business  of  the  Company  and  its respective present and future

subsidiaries and affiliated entities, consistent with Consultant's

position  with the Company as may be established from time to time

by  the  Board  of  Directors  or  the  President  of the Company,



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including,  without limitation, responsibility with respect to the

operations of the Company, including the Company's distribution of

MicroFrame,  Inc. products in Europe.  Consultant shall be free to

determine  his  working hours as well as his vacation periods.  He

will  make  himself  available to the Company on a daily basis and

during  any  49  of  the  52 weeks in each year during the Term as

shall  be mutually convenient for Consultant, on the one hand, and

the Company on the other.

     In general, Mr. Kegelaers shall be present on the premises of

the  Company  inasmuch as his presence is necessary for the proper

performance of his contract.

     Consultant shall report only to the Board of Directors and to

the  President  of  the  Company  during  the  Term.    Consultant

covenants  and agrees that during the Term he will devote his full

time and efforts to the proper performance of his duties hereunder

and  to  the  furtherance  of the interests of the business of the

Company  and  its  respective  present and future subsidiaries and

affiliated entities.

               (b)  It is expressly understood that nothing herein

shall  be  deemed  to  create  an  employer-employee  relationship

between the parties hereto and that Consultant is acting hereunder

solely  as  an  independent contractor and no partnership, agency,

joint  venture  or  other  association  between the parties hereto

shall be created or construed herefrom.

               (c)  The  Consultant shall be alone responsible for

effecting his own tax payments and social security contributions.


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          3.   Consulting  Compensation.    Subject  to compliance

with  the  terms  and  conditions  contained in the Share Purchase

Agreement  of  even date herewith ("Share Purchase Agreement"), of

which  the Consultant is a party, by the Seller (as defined in the

Share  Purchase Agreement), in consideration of the services to be

rendered by Consultant under this Agreement, the Company shall pay

the  Consultant,  as  a  consulting fee, the sum of US$ 75,000 per

annum  for  the  first  year  of  the  Term,  payable  against the

submission by Consultant of invoices but at most each month.  This

annual fee shall be increased by five percent (5%) over the annual

fee  in  effect  for the immediately preceding year on each of the

first, second, third and fourth anniversaries of the date hereof.

          4.   Expenses.    In  addition  to  the  consulting  fee

provided for above, the Company shall reimburse Consultant for all

reasonable  expenses  incurred  by him (a) which are necessary for

Consultant to perform his duties under this Agreement, and (b) for

which Consultant has submitted appropriate vouchers and/or receipts.  

          5.   Termination  upon Death or Disability.  (a)  In the

event  of  the death of Consultant during the Term, this Agreement

shall  terminate  and  come  to  an end on the date of such death;

provided, however, that the estate of Consultant shall be entitled

to  receive,  and the Company will pay to such estate, all amounts

Consultant  would have been entitled to receive hereunder prior to

his death.




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               (b)   In    the  event  that  Consultant  shall  be

prevented  from  rendering  substantially  all  of his services or

performing  substantially all of his duties under the Agreement by

reason  of  illness, injury or incapacity for a period of at least

three  (3) consecutive months, or six (6) months during any twelve

(12) month period ("disability"), the Company shall have the right

to  terminate  this  Agreement  upon  two  (2) weeks prior written

notice.    Until  so  terminated,  Consultant shall be entitled to

receive his consulting fee pursuant hereto even though he shall be

unable  to  perform  services  hereunder by reason of the illness,

injury  or  incapacity. Upon termination due to illness, injury or

incapacity  as  hereinabove  provided,  Consultant  shall  not  be

entitled  to receive any additional consulting fees from the month

in which such termination occurred or for any year thereafter.

          6.   Confidential  Information.    Consultant recognizes

and  acknowledges  that  information  relating  to  the financial,

business and other affairs of the Company or MicroFrame, Inc.  and

their  respective  subsidiaries and affiliated entities, including

customers lists and other trade secrets, are valuable, special and

unique  assets  of  the  Company  and  MicroFrame,  Inc.  and  are

considered confidential.  Accordingly, Consultant will not, during

or  after  the Term, disclose or cause to be disclosed any of such

confidential  information  to  any  person,  firm,  corporation,

association  or other entity for any reason or purpose whatsoever,

except  as  required in furtherance of the business of the Company

or  their  respective  subsidiaries  or  affiliated entities.  The


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provisions  of  this  paragraph  shall  not  apply  to information

generally  known  to  the  public or the trade.  The provisions of

this  paragraph  6  shall survive the expiration or termination of

this Agreement.

          In  the  event  of  a  breach  or  threatened  breach by

Consultant of any provision of this paragraph 6, Consultant hereby

consents  to  the  granting of a temporary or permanent injunction

against him by any court or competent jurisdiction prohibiting him

from  violating  any  such  provision  of  this Agreement.  In any

proceeding  for  an injunction and upon any motion for a temporary

or  permanent  injunction,  Consultant  agrees that his ability to

answer in damages shall not be a bar or interposed as a defense to

the  granting  of  such  temporary or permanent injunction against

Consultant.    Consultant  further  agrees  that  the  Company and

MicroFrame,  Inc.  will  not have an adequate remedy at law in the

event  of  any  such  breach  by Consultant hereunder and that the

Company  and  MicroFrame,  Inc. will suffer irreparable damage and

injury  if  Consultant  breaches  any  of  the  provisions of this

paragraph  6.    Nothing  contained  herein  shall be construed as

prohibiting  the  Company  or  MicroFrame,  Inc. from pursuing any

other  remedy  or  remedies  available  to them including, without

limitation, the recovery of damages from Consultant.

          7.   Non-Competition  and Solicitation.  (a)  Consultant

covenants  and  agrees  that,  during the Term and for a period of

three  years  thereafter,  he  will  not,  directly or indirectly,

engage  in the business of, own or control any interest in, act as


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director,  officer  or consultant to or be connected in any manner

with,  as an employee or otherwise, any person, firm, corporation,

association  or other entity other than the Company or MicroFrame,

Inc.  or  any  of  their  respective  subsidiaries  or  affiliated

entities  which is engaged in any business in which the Company or

MicroFrame,  Inc.  or  any  of  their  subsidiaries  or affiliated

entities is then engaged; and

               (b)  covenants  and  agrees that from and after the

date  hereof  he will not, directly or indirectly, solicit for the

benefit  of  any entity other than the Company or MicroFrame, Inc.

or their respective subsidiaries or affiliated entities any of the

customers  of  the  Company  or  MicroFrame    or their respective

subsidiaries or affiliated entities; and

               (c)  induce  or persuade any employee or consultant

of the Company or MicroFrame, Inc. or their respective subsidiaries

or  affiliated  entities to join him in any activity prohibited by 

this paragraph 7.

          8.   Assignability.   This Agreement may not be assigned

by Consultant and all of its terms and conditions shall be binding

upon and inure to the benefit of the Company, Consultant and their

respective heirs, legal representatives, successors and assigns.

          9.   Entire  Agreement;  Modification.    This Agreement

constitutes  the  entire  agreement between the parties hereto and

may  not  be modified or amended except by a writing signed by all

the parties hereto.




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          10.  No  Waiver.    The  failure  of  any of the parties

hereto  to  enforce any provision hereof on any occasion shall not

be  deemed to be a waiver of any preceding or succeeding breach of

such provision or of any other provision.

          11.  Notices.    Any notice under the provisions of this

Agreement  shall  be given by registered or certified mail, return

receipt  requested,  directed  to  the  addresses set forth above,

unless notice of a new address has been sent pursuant to the terms

of this paragraph.

          12.  Unenforceability;  Severability.   If any provision

of  this Agreement is found to be void or unenforceable by a court

of  competent  jurisdiction,  the  remaining  provisions  of  this

Agreement  shall, nevertheless, be binding upon the parties hereto

with  the  same  force and effect as if the unenforceable part has

been severed and deleted.

          13.  Governing  Law  and  Jurisdiction.   This agreement

shall  be  construed  and  governed  by  Belgian Law.  Any dispute

between  the  Parties  shall be of the exclusive competence of the

Courts of Antwerp.

          IN  WITNESS WHEREOF, the parties hereto have caused this

Agreement to be duly executed as of the date first above written.

                    

                    

                                        /s/ Marc Kegelaers        
                                             Marc Kegelaers



Agreed to and accepted 
with respect to all
applicable provisions:

The Company


By: /s/ Lonnie L. Sciambi
     Lonnie L. Sciambi





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