<PAGE>



                                                                  29

                                  Exhibit 10.48


                              EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is entered into
as of February 2nd,  1998,  by and between  HAGLER  BAILLY  CONSULTING,  INC., a
Delaware corporation (the "Company"), and Jasjeet Cheema ("Employee").

                  WHEREAS, pursuant to that certain Agreement and Plan of Merger
(the "Merger  Agreement") dated as of the date hereof among TB&A GROUP,  INC., a
Delaware  corporation  ("TB&A"),  HAGLER  BAILLY,  INC., a Delaware  corporation
("Hagler  Bailly"),  and HAGLER  BAILLY  ACQUISITION  CORP.  1998-1,  a Delaware
corporation and wholly-owned  subsidiary of Hagler Bailly ("Merger Sub"), Merger
Sub will merge with and into TB&A (the "Merger"), and Hagler Bailly will acquire
one hundred  percent  (100%) of the common stock of TB&A,  including  the common
stock of TB&A owned by the  Employee,  in exchange for shares of common stock of
Hagler Bailly ("Common Stock");

                  WHEREAS,  as an  inducement to Hagler Bailly to enter into the
Merger  Agreement and as a condition  precedent to Hagler  Bailly's  obligations
under the Merger  Agreement,  Employee  has agreed to execute and  deliver  this
Agreement  and to terminate,  effective as of the effective  time of the Merger,
any prior employment agreements or arrangements with TB&A;

             WHEREAS, the Company is a wholly-owned subsidiary of Hagler Bailly;

                  WHEREAS, the Company desires to employ Employee,  and Employee
desires to be employed by the Company,  from and after the effective time of the
Merger on the terms and conditions set forth herein.

                  NOW,  THEREFORE,  in consideration of the foregoing and of the
mutual covenants and agreements hereinafter set forth, the parties hereto hereby
agree as follows:

1.       Employment.

     On   the terms and  conditions  set forth in this  Agreement,  the  Company
          agrees to employ  Employee and  Employee  agrees to be employed by the
          Company for the term set forth in Section 2 hereof and in the position
          and with the duties set forth in
                                                                ---------
Section 3 hereof.
---------

2.       Term.

                           The term of this  Agreement  shall commence as of the
effective time of the Merger (the "Commencement Date")
and  shall  end on the  third  anniversary  of the date  hereof,  unless  sooner
terminated pursuant to Section 6 hereof (the "Term").

3.       Position and Duties.

     Employee shall serve as Chief  Operating  Officer and Senior Vice President
          of the  Company and the Company  shall cause  Employee to become,  and
          Employee  shall serve as,  President of TB&A or such other position as
          may, from time to time, be prescribed by the Chief  Executive  Officer
          and Board of Directors of the Company  (the "Board of  Directors")  or
          any of its affiliates and agreed to by Employee.
     Employee  agrees to serve  the  Company  faithfully  and to the best of his
          ability;  to devote his time, energy and skill during regular business
          hours (except for illness or  incapacity  and except for vacation time
          as  provided  herein)  to such  employment;  to use his best  efforts,
          skills and ability to promote the Company's interests;  if elected, to
          serve as a director of the Company and its  subsidiaries or affiliated
          corporations or entities;  to perform such duties and responsibilities
          as from time to time may be  assigned  to him by the  Chief  Executive
          Officer and the Board of  Directors,  which duties shall be consistent
          with his positions as set forth in the preceding paragraph.

4.       Compensation.

     The  Company agrees to pay Employee,  either directly or through one of its
          affiliates,  as  compensation  for all duties  performed by him in any
          capacity during the period of his employment under this Agreement:

(a) an annual base salary ("Base Salary"),  payable in equal  installments twice
monthly  to  Employee,  at the  rate of  $120,000  per  year  commencing  on the
Commencement Date through December 31, 1998.  Commencing January 1, 1999 and for
the remainder of the Term, the annual rate of Base Salary shall be determined by
management of the Company in accordance  with the  compensation  policies of the
Company for officers of comparable rank;

(b) a bonus payment  ("Bonus") for the calendar year 1998, in an amount, if any,
determined  by management  of the Company in  accordance  with the  compensation
policies of TB&A as set forth in Appendix A attached  hereto;  for calendar year
1999 and each  calendar  year during the Term,  a Bonus,  in an amount,  if any,
determined  by management  of the Company in  accordance  with the  compensation
policies of the Company for officers of comparable rank;


(c) a  non-refundable  payment in the  amount of One  Hundred  Thousand  Dollars
($100,000) payable, at the option of Employee, (i) in cash at the closing of the
Merger or (ii) into the Plan (as defined  below) as  consideration  for entering
into this Agreement;

     (d)  payments from the Hagler Bailly Consulting, Inc. Deferred Compensation
          Plan (the "Plan") on the first,  second and third anniversary dates of
          the  Commencement  Date in amounts equal to  one-seventh  (1/7) of the
          funds vested under the Plan on such dates;

(d) a grant of  options  to  purchase  15,000  shares of common  stock of Hagler
Bailly, Inc. on the Commencement Date, with an exercise price at the fair market
value on the  Commencement  Date,  vesting  in equal  amounts  over  four  years
commencing on the first  anniversary date of the Commencement  Date, with a term
of ten (10) years,  and subject to the terms and conditions of the Hagler Bailly
Employee  Incentive and Non-Qualified  Stock Option and Restricted Stock Plan or
any successor plan; and

(e) from time to time  Employee  shall also be  eligible  to receive  options to
purchase  Common  Stock  pursuant  to the terms of the  Hagler  Bailly  Employee
Incentive  and  Non-Qualified  Stock  Option  and  Restricted  Stock Plan or any
successor  plan, and in the amounts  determined by, and subject to the terms and
conditions  of, the Stock  Option  Committee of the Board of  Directors,  or the
Board of Directors, of Hagler Bailly.


5.       Benefits; Reimbursement of Expenses; Vacation.

                           During the Term, Employee shall also be eligible to:

(a)  participate  in all of the  benefit  programs  which are  currently  or may
hereafter be provided by the Company,  including,  without limitation, all stock
option, pension, thrift, employee stock ownership, incentive, retirement, salary
continuance  and  health,  life  and  disability  insurance  programs  ("Benefit
Programs")  in  accordance  with  policies in effect for officers of  comparable
rank;  provided,  that nothing in this  Agreement  shall  require the Company to
create, continue or refrain from amending,  modifying,  revising or revoking any
Benefit  Programs  described  herein.  Employee  shall be entitled to  vacation,
holidays  and personal  days on the same basis as other  officers of the Company
during the first and each subsequent twelve (12) month period during the Term;



     (b)  reimbursement  by the Company of all expenses  reasonably  incurred by
          him during the Term in connection  with the performance of his duties,
          including,  without  limitation,  travel  and  entertainment  expenses
          reasonably  related to the business or interests of the Company,  upon
          submission by him of written documentation of
such expenses; and

(b) the other benefits set forth in this Agreement.



6.       Termination.

                           This  Agreement  may  be  terminated   prior  to  the
expiration of its Term as follows:

     (a)  Automatically upon Employee's death;

     (b)  For  "cause,"  which for  purposes  of this  Agreement  shall mean (A)
          dereliction of duty by Employee which  dereliction  has not been cured
          by Employee  within thirty (30) days after written  notice thereof has
          been  given  to  Employee  by  the  Company,  (B)  Employee's  willful
          engagement in conduct materially injurious to the Company (which shall
          not  include  conduct  by  Employee  without  malicious  intent in the
          ordinary  course of business  which  results in financial  loss to the
          Company),  (C)  dishonesty  of a material  nature that  relates to the
          performance of Employee's duties under this Agreement,  (D) Employee's
          conviction for any misdemeanor that involves fraud, moral turpitude or
          a  material  loss to the  Company  or any  felony;  or (E)  failure by
          Employee to perform or observe any of the material terms or provisions
          of this Agreement  which failure has not been cured by Employee within
          thirty  (30) days  after  written  notice  thereof  has been  given to
          Employee by the Company;

     (c)  Upon the  Company's  failure to perform or observe any of the material
          terms or provisions of this  Agreement,  and the continued  failure of
          the Company to cure such default within thirty (30) days after written
          demand  for  performance  has been given to the  Company by  Employee,
          which demand shall  describe  specifically  the nature of such alleged
          failure  to  perform or observe  such  material  terms or  provisions.
          Without  limiting the generality of the foregoing,  it is acknowledged
          and  agreed  that  Sections  4 and 5 of this  Agreement  are  material
          provisions of this Agreement;

     (d)  Upon notice from Employee  upon the Company's  failure to pay Employee
          amounts under Section 4 when
                                           due; and

     (e)  Upon permanent disability of Employee,  as such term is defined in the
          disability insurance
programs of the Company; and

     (f)  Upon resignation of Employee.

                  7.       Effect of Termination.

     (a)  In  the  event  of the  termination  of  this  Agreement  pursuant  to
          paragraphs  (a) and (f), the Company  shall be under no  obligation to
          Employee,  except to pay his or her accrued  and unpaid  Base  Salary,
          Bonus and paid leave payments to the date of  termination,  any vested
          portion of the Plan and any vested but  unexercised  options under the
          Option Plan,  and  Employee  shall not be entitled to receive any Base
          Salary or Bonus after the date of termination, any unvested portion of
          the Plan, and any unvested options under the Option Plan.
     (b)  In  the  event  of the  termination  of  this  Agreement  pursuant  to
          paragraph  (b), the Company  shall be under no obligation to Employee,
          except to pay his or her  accrued and unpaid  Base  Salary,  Bonus and
          paid leave payments to the date of termination, and any vested portion
          of the Plan,  and  Employee  shall not be entitled to receive any Base
          Salary or Bonus after the date of termination, any unvested portion of
          the Plan,  any vested but  unexercised  options under the Option Plan,
          any unvested options under the Option Plan or any shares that have not
          yet been issued upon exercise of an option under the Option Plan.

     (c)  In the event of the  termination  of this Agreement by Employee or the
          Company  pursuant to paragraph  (c), (d) or (e) of Section 6, Employee
          shall be  entitled  to receive all of the  compensation  and  benefits
          provided  herein  until the later of (i) the date the Term  would have
          expired  absent any  termination  of this  Agreement,  or (ii) six (6)
          months from the effective  date of such  termination  (such later date
          being herein referred to as the "Final Payment Date"). In the event of
          any  termination  pursuant to Section 6 (e), any payments  pursuant to
          this Section 7 shall be reduced by any disability benefits received by
          the  Employee  pursuant to any  disability  insurance  provided by the
          Company or purchased by the Employee  (the cost of which is reimbursed
          by the Company).  If the Company and Employee shall become involved in
          a dispute  relating to any  alleged  breach of this  Agreement  by the
          Company or Employee, and if Employee prevails (by judgment, settlement
          or otherwise) in such dispute,  the Company shall  reimburse  Employee
          for all reasonable costs (including  reasonable fees and disbursements
          of  counsel)  incurred by him in  connection  with such  dispute  upon
          presentation to the Company of evidence of such costs.

                  8.       Non-compete and Other Restrictive Covenants.

     (a)  Employee  covenants  and agrees that  Employee  will not, at all times
          during the Term and for a period of one (1) year after the termination
          or expiration of this Agreement, directly or indirectly in competition
          with the  business of the Company or its  affiliates:  (i) solicit any
          business  or  contracts  from  any  customers  of the  Company  or its
          affiliates,  any past customers of the Company or its  affiliates,  or
          any prospective  customers (as defined below) of the Company except as
          necessitated by Employee's  position with the Company and then only in
          furtherance   of  the  business   interests  of  the  Company  or  its
          affiliates;  (ii)  induce or attempt to induce  any such  customer  to
          alter its  business  relationship  with the Company or its  affiliates
          except as  necessitated  by  Employee's  position with the Company and
          then only in furtherance  of the business  interests of the Company or
          its  affiliates;  (iii)  solicit  or induce or  attempt  to solicit or
          induce any  employee  of the  Company or its  affiliates  to leave the
          employ  of  the  Company  or  any of its  affiliates  for  any  reason
          whatsoever  or hire any  employee or any person who was an employee of
          the  Company or its  affiliates  within the twelve  (12) month  period
          prior to such hiring; or (iv) engage in,  participate in, represent in
          any way or be connected with, as officer,  director,  partner,  owner,
          employee,  agent,  sales  representative,   distributor,   independent
          contractor,   consultant,  proprietor,  stockholder  (except  for  the
          ownership  of a less  than  five  percent  (5%)  stock  interest  in a
          publicly  traded  company)  or  otherwise,  any  business  or activity
          competing  directly or indirectly  with the business of the Company or
          its  affiliates  (or any part  thereof)  anywhere in the United States
          where the Company (or any  subsidiary  or affiliate) is engaged or has
          reasonably firm plans to engage in business. Any of the obligations of
          Employee  under this  Section  8(a) may be waived by the Company  upon
          written notice to that effect given to Employee.

                           For purposes of this Section 8(a), (A) a "prospective
customer" shall mean potential customers which the
Company or any of its affiliates has solicited  concerning potential business at
any time during the one (1) year period  preceding the expiration or termination
of the Term;  and (B) the "business of the Company or its  affiliates"  shall be
deemed to be the provision of management and  consulting  services to government
and commercial clients and any other business or activities in which the Company
or its affiliates is engaged.

     (b)  Employee  covenants  and agrees that  Employee  will not,  for two (2)
          years after the termination or expiration of this  Agreement,  without
          the  prior  written  consent  of the  Board of  Directors  or a person
          authorized by the Board of Directors,  directly or indirectly,  reveal
          or disclose to third parties any information  concerning or related to
          the  business  or  affairs of the  Company  or any of its  affiliates,
          including, but not limited to services,  software products,  marketing
          plans and business strategies, which is considered confidential by the
          Company and which is not, at the time in question, generally available
          to the public ("Confidential Information").  The Company shall have no
          obligation to  specifically  identify any  information as to which the
          protection of this Section 8(b) extends by any notice or other action,
          and Employee agrees that all information not available or known to the
          public relating to the business of the Company or its affiliates,  and
          their software,  products,  services,  marketing plans and/or business
          strategies shall be deemed Confidential Information.
     (c)  The  covenants  contained  in this  Section 8 shall be  construed as a
          series of separate and severable --------- covenants. Employee and the
          Company agree that if in any proceeding,  the tribunal shall refuse to
          enforce fully any covenants  contained  herein  because such covenants
          cover too extensive a geographic  area or too long a period of time or
          for any other reason  whatsoever,  any such  covenant  shall be deemed
          amended to the extent (but only to the extent)  required by law.  Each
          party  acknowledges  and agrees  that the  services  to be rendered by
          Employee  to  the  Company  hereunder  are  of a  special  and  unique
          character.  Each party shall have the right to injunctive  relief,  in
          addition to all of its other  rights and remedies at law or in equity,
          to enforce the provisions of this Agreement.
     (d)  The  obligations  of Employee  under this Section 8 shall  survive the
          termination or expiration of the Term.
     9.   Proprietary  Rights.  (a) At all times  during  the Term,  all  right,
          title, and interest in all copyrightable material which Employee shall
          conceive or originate, either individually or jointly with others, and
          which  arise out of the  performance  of this  Agreement,  will be the
          property  of the  Company  and are by this  Agreement  assigned to the
          Company  along  with  ownership  of  any  and  all  copyrights  in the
          copyrightable  material. At all times during the Term, Employee agrees
          to execute all papers and perform all other acts  necessary  to assist
          the Company to obtain and register copyrights on such materials in any
          and all countries,  and the Company agrees to pay expenses  associated
          with such  copyright  registration.  Works of  authorship  created  by
          Employee for the Company in performing his responsibilities under this
          Agreement during the Term shall be considered "works made for hire" as
          defined  in the U.S.  Copyright  Act.  In  addition,  Employee  hereby
          assigns to the  Company  all  proprietary  rights  including,  but not
          limited to, all  patents,  copyrights,  trade  secrets and  trademarks
          Employee might  otherwise  have, by operation of law or otherwise,  in
          all inventions,  discoveries, works, ideas, information, knowledge and
          data related to Employee's  access to confidential  information of the
          Company during the Term.
     (b)  All know-how and trade secret  information  conceived or originated by
          Employee  which arises out of the  performance  of his  obligations or
          responsibilities  under  this  Agreement  during the Term shall be the
          property of the Company,  and all rights therein are by this Agreement
          assigned to the Company.
     (c)  If,  during the Term,  Employee is engaged in or  associated  with the
          planning or implementing of any project,  program or venture involving
          the Company  and a third party or parties all rights in such  project,
          program or venture  shall  belong to the  Company.  Except as formally
          approved by the Company's  Board of Directors,  Employee  shall not be
          entitled to any interest in such project, program or venture or to any
          commission, finder's fee or other compensation in connection therewith
          other than the compensation to be paid to Employee as provided in this
          Agreement.

     (d)  Upon termination of the Term of this Agreement, Employee shall deliver
          promptly to the Company all  records,  manuals,  books,  blank  forms,
          documents,   letters,  memoranda,  notes,  notebooks,  reports,  data,
          tables,  calculations,  customer and prospective  customer lists,  and
          copies of all of the foregoing, which are the property of the Company,
          and all other property,  trade secrets and confidential information of
          the Company,  including,  but not limited to, all  documents  which in
          whole or in part contain any trade secrets or confidential information
          of the Company,  which in any of these cases are in his  possession or
          under his control.

     (e)  At all times during the Term and thereafter,  Employee  further agrees
          to  execute  and  deliver  any  additional   documents,   instruments,
          applications,  oaths or  other  writings  necessary  or  desirable  to
          further   evidence  the  assignments   described  in  this  Section  9
          ("Supporting  Documents").  If Employee fails or refuses to execute or
          deliver any Supporting  Documents,  Employee hereby agrees for himself
          and  his  successors,  assigns,  donees,  executors,   administrators,
          transferees  and  personal  representatives,  to  the  fullest  extent
          permitted  by law,  that the Chief  Executive  Officer of the  Company
          shall be  appointed,  and the same is  hereby  irrevocably  appointed,
          Employee's  attorney-in-fact with full authority to execute Supporting
          Documents  and perform all other acts  necessary  to further  evidence
          such assignments.
     (f)  The  obligations  of Employee  under this Section 9 shall  survive the
          termination or expiration of the Term.

                  10.      Notice.

     All  notices or other  communications  which may be or are  required  to be
          given, served or sent by any party to any other party pursuant to this
          Agreement  shall be in  writing  and shall be  mailed by  first-class,
          registered  or  certified  mail,  return  receipt  requested,  postage
          prepaid,  or  transmitted  by hand  delivery,  facsimile  or telegram,
          addressed as follows:
                           (a)      If to the Company:

                                    Hagler Bailly Consulting, Inc.
                                    1530 Wilson Boulevard
                                    Arlington, Virginia  22209
                                    Telecopier No.:  (703) 528-8573
             Attention: Stephen V.R. Whitman, Vice President and General Counsel

                           (b)      If to Employee:

                                    Jasjeet Cheema
                                    24000 Chestnut Way
                                    Calabasas, California  91302
                                    Telecopier No.:  (___) ____________


Each party may  designate by notice in writing a new address to which any notice
or other  communication may thereafter be so given,  served or sent. Each notice
or other  communication  which  shall be mailed  or  transmitted  in the  manner
described above, shall be deemed sufficiently given, served, sent, delivered and
received for all purposes at such time as it is delivered to the addressee (with
the return  receipt,  the delivery  receipt or the affidavit of messenger  being
deemed  conclusive  evidence  of such  delivery)  or at such time as delivery is
refused by the addressee upon presentation.

                  11.      Severability.

                           If any part or any provision of this Agreement  shall
be invalid or unenforceable under applicable law, such
part shall be ineffective to the extent of such  invalidity or  unenforceability
only,  without in any way affecting the remaining parts of such provision or the
remaining provisions of this Agreement.

                  12.      Survival.

     It   is the express  intention and agreement of the parties hereto that all
          covenants,  agreements  and  statements  made  by any  party  in  this
          Agreement  shall survive the execution and delivery of this Agreement,
          and that certain  covenants,  agreements and statements  shall survive
          the  termination or expiration of the Term to the extent  specified in
          Sections 6, 7, 8 and 9 hereof.

                  13.      Waiver.

     Neither the waiver of any of the parties hereto of any breach of or default
          under any of the provisions of this Agreement,  nor the failure of any
          of the  parties,  on one  or  more  occasion,  to  enforce  any of the
          provisions  of this  Agreement  or to exercise  any right or privilege
          hereunder, shall thereafter be construed as a waiver of any subsequent
          breach or default,  or as a waiver of any such provisions,  rights, or
          privileges hereunder.

                  14.      Binding Effect.

                           This Agreement  shall be binding upon and shall inure
to the benefit of the parties hereto and, subject to
Section 19 hereof, their respective heirs, devisees, executors,  administrators,
legal  representatives,  successors and assigns. As used in this Agreement,  the
term "successor" shall include any person,  firm,  corporation or other business
entity which at any time, whether by merger, purchase or otherwise, acquires all
or substantially all of the assets or business of the Company.

                  15.      Entire Agreement.

     As   of  immediately  prior  to the  Effective  Time  of the  Merger,  this
          Agreement (a) represents the entire  understanding and agreement among
          the parties  hereto with  respect to the  subject  matter  hereof and,
          supersedes, cancels and terminates all other negotiations, agreements,
          arrangements and understandings, oral or written, between such parties
          with respect thereto,  (b).constitutes  the sole agreement between the
          parties  with  respect to this  subject  matter,  and (c)  supersedes,
          cancels   and   terminates   all   prior   negotiations,   agreements,
          arrangements and understandings,  oral or written, with respect to (i)
          the Employee's employment with TB&A or any affiliate of TB&A, and (ii)
          any other  obligations or liabilities of the Employee with TB&A or any
          affiliate of TB&A.

                  16.      Amendment.

     No   amendment or modification of this Agreement and no waiver hereunder or
          thereunder shall be valid or binding unless set forth in writing, duly
          executed  by the party  against  whom  enforcement  of the  amendment,
          modification or waiver is sought.

                  17.      Governing Law.

     This Agreement  shall  be  subject  to  and  governed  by the  laws  of the
          Commonwealth of Virginia (excluding the choice of law rules thereof).

                  18.      Forum.

     Subject to  Section  20,  at  all  times  during  the  Term,  (a)  Employee
          irrevocably  submits to the  exclusive  jurisdiction  of any  Virginia
          court  or  Federal  court  sitting  in  Virginia,  in  any  action  or
          proceeding  arising  out  of or  relating  to  this  Agreement  or the
          transactions  contemplated  hereby that is not subject to arbitration,
          and Employee irrevocably agrees that all claims in respect of any such
          action or proceeding  may be heard and  determined in such Virginia or
          Federal court; (b) Employee irrevocably consents to the service of any
          and all  process in any such  action or  proceeding  by the mailing of
          copies of such process to Employee at his address specified in Section
          10; (c) Employee  irrevocably  confirms that service of process out of
          such  courts in such manner  shall be deemed due service  upon him for
          the purposes of such action or  proceeding;  (d) Employee  irrevocably
          waives  (i) any  objection  he may have to the  laying of venue of any
          such action or  proceeding  in any of such  courts,  or (ii) any claim
          that he may have that any such action or  proceeding  has been brought
          in an inconvenient  forum; and (e) Employee  irrevocably agrees that a
          final  judgment in any such action or  proceeding  shall be conclusive
          and may be enforced in other  jurisdictions by suit on the judgment or
          in any other manner provided by law.  Nothing in this Section 18 shall
          affect the right of any party hereto to serve legal process in
any manner permitted by law.

                  19.      Assignment.

     This Agreement  shall not be assignable by either party hereto  without the
          prior written  consent of the other party hereto,  except that without
          securing   such   consent  the  Company  may  assign  its  rights  and
          obligations  hereunder  to any  successor  entity  to the  Company  by
          operation of law or otherwise.

                  20.      Arbitration.

                  In the  event of any  dispute  between  the  parties  under or
relating to this Agreement or otherwise relating to Employee's employment by the
Company,  such  dispute  shall be  submitted  to and settled by  arbitration  in
Arlington,  Virginia,  by one  arbitrator  but otherwise in accordance  with the
rules and  regulations  of the American  Arbitration  Association  (AAA) then in
effect.  The arbitrator  shall have the right and authority to determine how his
or her  award  or  decision  as to each  issue  and  matter  in  dispute  may be
implemented or enforced. Any decision or award or decision may be entered in any
court of competent  jurisdiction  in the  Commonwealth of Virginia or elsewhere;
and the parties  hereto  consent to the  application by any party in interest to
any court of competent  jurisdiction  for  confirmation  or  enforcement of such
award.

                  21.      Headings.

     Headings  contained  in this  Agreement  are inserted  for  convenience  of
          reference only, shall not be deemed to be a part of this Agreement for
          any  purpose,  and shall not in any way define or affect the  meaning,
          construction or scope of any of the provisions hereof.
                  22.      Execution in Counterparts.

     This Agreement may be executed in one or more  counterparts,  each of which
          shall be deemed an original  hereof,  and all of which  together shall
          constitute one and the same instrument.
                  23.      Termination of Merger Agreement.

     This Agreement shall  automatically  terminate and be of no force or effect
          upon the termination of the Merger Agreement.




<PAGE>


17


                  IN WITNESS  WHEREOF,  the undersigned  have duly executed this
Employment  Agreement,  or have  caused  this  Employment  Agreement  to be duly
executed on their behalf, as of the day and year first hereinabove set forth.

                         HAGLER BAILLY CONSULTING, INC.



By: /s/ Henri-Claude Bailly
Name: Henri Claude Bailly
Title: Chief Executive Officer



                                                     JASJEET CHEEMA
                                                     /s/ JASJEET CHEEMA