Exhibit 10.44

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT is made as of the 1st day of April, 2000 by and
between Blair Hayes, a resident of Colorado, (the "Employee"), and ImageMax,
Inc., a corporation organized and existing under the laws of the Commonwealth of
Pennsylvania (the "Company").

     WHEREAS, the Company and Employee previously entered into an Employment
Agreement dated as of April 19, 1999; and

     WHEREAS, the Company desires to continue to employ Employee and Employee
desires to continue to be employed by the Company for a period of time in the
future upon the terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained herein, and intending to be legally bound, the parties, subject to the
terms and conditions set forth herein, agree as follows:

     1. Employment and Term. The Company hereby employs and continues to employ
Employee and Employee hereby accepts employment with the Company, as Executive
President and Chief Operating Officer (the "Position") for a period commencing
on the date hereof and continuing until December 31, 2002, subject to early
termination pursuant to the provisions of Section 9 hereof (the "Initial Term")
and as may be extended from time to time by mutual consent of Employer and
Employee. The Initial Term of employment and any renewal periods hereunder,
subject to the provisions of Section 9 hereof, are hereinafter referred to as
the "Term."

     2. Duties. During the Term, Employee shall serve the Company faithfully and
to the best of his ability and shall devote his full time, attention, skill and
efforts to the performance of the duties required by or appropriate for his
Position. Employee agrees to assume such duties and responsibilities as may be
customarily incident to such position, and as may be reasonably assigned to
Employee from time to time by the Chief Operating Officer of the Company, if
any, and otherwise by the Chief Executive Officer. Employee shall report,
throughout the Term, to the Chief Operating Officer of the Company, if any, and
otherwise to the Chief Executive Officer. Employee shall perform his duties from
the Company's office in [_________________], but shall travel to the extent
reasonably necessary to perform the duties hereunder. If the employee is
required to travel internationally (excluding North America), it shall be in
business class.

     3. Other Business Activities. During the Term, Employee will not, without
the prior written consent of the Company, directly or indirectly engage in any
other business activities or pursuits whatsoever, except such activities in
connection with any charitable or civic activities, personal investments and
serving as an executor, trustee or in other similar fiduciary



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capacity as do not interfere with his performance of his responsibilities and
obligations pursuant to this Agreement.

     4. Compensation.

     4.1 The Company shall pay Employee, and Employee hereby agrees to accept,
as compensation for all services rendered hereunder and for Employee's covenant
not to compete as provided for in Section 8 hereof, a base salary at the annual
rate of One Seventy Five Thousand Dollars ($175,000) (as the same may hereafter
be increased, the "Base Salary"), which shall continue as such for the remainder
of the Term unless otherwise increased pursuant to this Section 4 of this
Agreement. The Base Salary shall be inclusive of all applicable income, social
security and other taxes and charges which are required by law to be withheld by
the Company or which are requested to be withheld by Employee, and which shall
be withheld and paid in accordance with the Company's normal payroll practice
for its similarly situated employees from time to time in effect. Increases in
the Base Salary may be granted from time to time at the sole discretion of the
Company. In addition to the Base Salary, the Company shall pay Employee, within
thirty (30) days after receipt of the final audit for each fiscal year, a bonus
(the "Bonus") in the same manner as for similarly situated employees. Such Bonus
shall be based on the guidelines established by the Company in advance of each
fiscal year under the Company's formal incentive compensation plan, including,
but not limited to, the results of the Company's operations, achievement of
business unit targets, if applicable, and individual performance as compared to
specific management objectives set prior to each fiscal year. Payment of any
Bonus upon termination of Employee shall be paid in accordance with Section 9
hereof.

     4.2 In addition to the foregoing Section 4.1, the Company shall grant to
the Employee an incentive stock option (the "Option") to purchase one hundred
thousand (100,000) shares of Common Stock, no par value, of the Company ("Common
Stock"). The Option shall be an incentive stock option. The Option shall be
subject to and in accordance with the provisions of the 1997 Incentive Plan of
the Company, as amended (the "Plan") and shall vest in accordance with the terms
set forth in the Incentive Stock Option Agreement between the Company and the
Employee dated as of February 15, 2000. In addition to the Option, the Company
may grant to the Employee additional stock options under the Plan as determined
by the Compensation Committee of the Board from time to time in its sole
discretion.

     5. Benefits and Expenses. Except as otherwise provided in this Agreement or
in Schedule A attached hereto, the Employee shall be entitled to (i) all
standard benefits for executive level vice-presidents of the Company and (ii)
those benefits set forth on Schedule A hereto (collectively, "Benefits").

     6. Confidentiality. Employee recognizes and acknowledges that the
Proprietary Information (as hereinafter defined) is a valuable, special and
unique asset of the Business of the Company. As a result, both during the Term
and thereafter, Employee shall not, without the prior written consent of the
Company, for any reason, either directly or indirectly, divulge to any
third-party or use for his own benefit, or for any purpose other than the
exclusive benefit of the Company, any confidential, proprietary, business and
technical information or trade

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secrets of the Company or of any subsidiary or affiliate of the Company
("Proprietary Information") revealed, obtained or developed in the course of his
employment with the Company. Nothing herein contained shall restrict Employee's
ability to make such disclosures as may be necessary or appropriate to the
effective and efficient discharge of the duties required by or appropriate for
his Position or as such disclosures may be required by law; and further
provided, that nothing herein contained shall restrict Employee from divulging
or using for his own benefit or for any other purpose any Proprietary
Information that is readily available to the general public so long as such
information did not become available to the general public as a direct or
indirect result of Employee's breach of this Section 6. Failure by the Company
to mark any of the Proprietary Information as confidential or proprietary shall
not affect its status as Proprietary Information under the terms of this
Agreement.

     7. Property.

     (a) All right, title and interest in and to Proprietary Information shall
be and remain the sole and exclusive property of the Company. During the Term,
Employee shall not remove from the Company's offices or premises any documents,
records, notebooks, files, correspondence, reports, memoranda or similar
materials of or containing Proprietary Information, or other materials or
property of any kind belonging to the Company unless necessary or appropriate in
accordance with the duties and responsibilities required by or appropriate for
his Position and, in the event that such materials or property are removed, all
of the foregoing shall be returned to their proper files or places of
safekeeping as promptly as possible after the removal shall serve its specific
purpose. Employee shall not make, retain, remove and/or distribute any copies of
any of the foregoing for any reason whatsoever except as may be necessary in the
discharge of his assigned duties and shall not divulge to any third person the
nature of and/or contents of any of the foregoing or of any other oral or
written information to which he may have access or with which for any reason he
may become familiar, except as disclosure shall be necessary in the performance
of his duties or as otherwise permitted pursuant to Section 6 hereof; and upon
the termination of his employment with the Company, he shall leave with or
return to the Company all originals and copies of the foregoing then in his
possession, whether prepared by Employee or by others.

     (b) (i) Employee agrees that all right, title and interest in and to any
innovations, designs, systems, analyses, ideas for marketing programs, and all
copyrights, patents, trademarks and trade names, or similar intangible personal
property which have been or are developed or created in whole or in part by
Employee (1) at any time and at any place while the Employee is employed by
Company and which, in the case of any or all of the foregoing, are related to
and used in connection with the Business of the Company, (2) as a result of
tasks assigned to Employee by the Company, or (3) from the use of premises or
personal property (whether tangible or intangible) owned, leased or contracted
for by the Company (collectively, the "Intellectual Property"), shall be and
remain forever the sole and exclusive property of the Company. The Employee
shall promptly disclose to the Company all Intellectual Property, and the
Employee shall have no claim for additional compensation for the Intellectual
Property.

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          (ii) The Employee acknowledges that all the Intellectual Property that
     is copyrightable shall be considered a work made for hire under United
     States Copyright Law. To the extent that any copyrightable Intellectual
     Property may not be considered a work made for hire under the applicable
     provisions of the United States Copyright Law, or to the extent that,
     notwithstanding the foregoing provisions, the Employee may retain an
     interest in any Intellectual Property that is not copyrightable, the
     Employee hereby irrevocably assigns and transfers to the Company any and
     all right, title, or interest that the Employee may have in the
     Intellectual Property under copyright, patent, trade secret and trademark
     law, in perpetuity or for the longest period otherwise permitted by law,
     without the necessity of further consideration. The Company shall be
     entitled to obtain and hold in its own name all copyrights, patents, trade
     secrets, and trademarks with respect thereto.

          (iii) Employee further agrees to reveal promptly all information
     relating to the same to an appropriate officer of the Company and to
     cooperate with the Company and execute such documents as may be necessary
     or appropriate (1) in the event that the Company desires to seek copyright,
     patent or trademark protection, or other analogous protection, thereafter
     relating to the Intellectual Property, and when such protection is
     obtained, to renew and restore the same, or (2) to defend any opposition
     proceedings in respect of obtaining and maintaining such copyright, patent
     or trademark protection, or other analogous protection.

          (iv) In the event the Company is unable after reasonable effort to
     secure Employee's signature on any of the documents referenced in Section
     7(b)(iii) hereof, whether because of Employee's physical or mental
     incapacity or for any other reason whatsoever, Employee hereby irrevocably
     designates and appoints the Company and its duly authorized officers and
     agents as Employee's agent and attorney-in-fact, to act for and in his
     behalf and stead to execute and file any such documents and to do all other
     lawfully permitted acts to further the prosecution and issuance of any such
     copyright, patent or trademark protection, or other analogous protection,
     with the same legal force and effect as if executed by Employee.

     8. Noncompetition.

     8.1 Covenant Not to Compete. The Employee shall not, during the Term,
including any extensions of the Term, and during the Restricted Period, as
hereinafter defined, do any of the following directly or indirectly without the
prior written consent of the Company:

          (a) compete with the Company or any of its respective affiliates or
     subsidiaries, or any of their respective successors or assigns, whether now
     existing or hereafter created or acquired (collectively, the "Related
     Companies"), in any document management business conducted during the Term
     or, as of the date of this Agreement, contemplated to be conducted during
     the Term of this Agreement (as has been determined by the Board) or in any
     other business conducted by the Company in which the Employee is or has
     been actively engaged (the "Restricted Business") within any geographic
     area located within the United States of America, its possessions or
     territories (the "Restricted Area");

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          (b) become interested (whether as owner, stockholder, lender, partner,
     co-venturer, director, officer, employee, agent, consultant or otherwise)
     in any person, firm, corporation, association or other entity that competes
     with the Related Companies in the Restricted Business within the Restricted
     Area; provided, however, that nothing contained in this Section 8(b) shall
     prohibit Employee from owning, as a passive investor, not more than five
     percent (5%) of the outstanding securities of any class of any
     publicly-traded securities of any publicly held company listed on a
     well-recognized national securities exchange or on an interdealer quotation
     system of the National Association of Securities Dealers, Inc;

          (c) influence or attempt to influence any supplier, customer or
     prospective customer of the Company or any of the Related Companies to
     terminate or modify any written or oral agreement or course of dealing with
     the Company or the Related Companies; or

          (d) influence or attempt to influence any person (other than a family
     member) to either (i) terminate or modify his employment, consulting,
     agency, distributorship or other arrangement with the Company or any of the
     Related Companies, or (ii) employ or retain, or arrange to have any other
     person or entity employ or retain, any person who has been employed or
     retained by the Company or any of the Related Companies as an employee,
     consultant, agent or distributor of the Company or the Related Companies at
     any time during the one-year period immediately preceding the termination
     of Employee's employment hereunder.

     8.2 Restricted Period. Other than as specifically provided in this Section
8.2, the Restricted Period shall begin on the date of the termination of this
Agreement and shall continue for a period of twelve (12) months thereafter,
provided, however, that if this Agreement is not renewed upon the expiration of
the Initial Term, the Restricted Period shall begin on the date of such
expiration and shall continue for a period of six (6) months thereafter.

     8.3 Forfeiture of Options. Notwithstanding any other provision of this
Agreement, any unexercised stock options or unvested stock award shall become
nonexercisable and shall be forfeited if the Employee is terminated pursuant to
Section 8.1 hereof.

     9. Termination. Employee's employment hereunder may be terminated during
the Term upon the occurrence of any one of the events described in this Section
9. Upon termination, Employee shall be entitled only to such compensation and
benefits as described in this Section 9.

     9.1 Termination for Disability.

          (a) In the event of the disability of the Employee such that Employee
     is unable to perform his duties and responsibilities hereunder to the full
     extent required by this Agreement by reasons of illness, injury or
     incapacity for a period of more than one hundred twenty (120) consecutive
     days or more than one hundred eighty (180) days, in the aggregate, during
     any seven hundred thirty (730) day period ("Disability"), Employee's
     employment hereunder may be terminated by the Company by notice to Employee
     pursuant to a determination by the Chief Executive Officer.


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          (b) In the event of a termination of Employee's employment hereunder
     pursuant to Section 9.1(a), Employee will be entitled to receive all
     accrued and unpaid (as of the date of such termination) Base Salary,
     Benefits, Earned Bonus (as defined in the Plan) and other forms of
     compensation and benefits payable or provided in accordance with the terms
     of any then existing compensation or benefit plan or arrangement ("Other
     Compensation"), including payment prescribed under any disability or life
     insurance plan or arrangement in which he is a participant or to which he
     is a party as an employee of the Company. Except as specifically set forth
     in this Section 9.1(b), the Company shall have no liability or obligation
     to Employee for compensation or benefits hereunder by reason of such
     termination.


          (c) For purposes of this Section 9.1, except as hereinafter provided,
     the determination as to whether Employee is Disabled shall be made by a
     licensed physician selected by Employee and shall be based upon a full
     physical examination and good faith opinion by such physician. In the event
     that the Chief Executive Officer disagrees with such physician's
     conclusion, the Chief Executive Officer may require that Employee submit to
     a full physical examination by another licensed physician selected by
     Employee and approved by the Company. If the two opinions shall be
     inconsistent, a third opinion shall be obtained after full physical
     examination by a third licensed physician selected by Employee and approved
     by the Company. The majority of the three opinions shall be conclusive.


     9.2 Termination by Death. In the event that Employee dies during the Term,
Employee's employment hereunder shall be terminated thereby and the Company
shall pay to Employee's executors, legal representatives or administrators an
amount equal to the accrued and unpaid portion of his Base Salary, Benefits,
Earned Bonus and Other Compensation through the end of the month in which he
dies. Except as specifically set forth in this Section 9.2, the Company shall
have no liability or obligation hereunder to Employee's executors, legal
representatives, administrators, heirs or assigns or any other person claiming
under or through him by reason of Employee's death, except that Employee's
executors, legal representatives or administrators will be entitled to receive
the payment prescribed under any death or disability benefits plan in which he
is a participant as an employee of the Company, and to exercise any rights
afforded under any compensation or benefit plan then in effect.

     9.3 Termination By Company for Cause.

          (a) The Company may terminate Employee's employment hereunder at any
     time for "cause" upon written notice to Employee based upon a good faith
     determination by the Chief Executive Officer. The good-faith nature of the
     determination shall not in and of itself mean that "cause" exists. For
     purposes of this Agreement, "cause" shall mean: (i) any material breach by
     Employee of any of his obligations under Section 6, 7, or 8 of this
     Agreement, if not cured within 30 days notice from the company, (ii) gross
     incompetence in the performance by Employee of the duties required by or
     appropriate for his Position, if not cured within thirty (30) days notice
     from the Company, (iii) a material violation, that is not cured within 30
     days notice from the company, of the Company's employee policies, as may be

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     amended from time to time, or (iv) other conduct of Employee involving any
     type of willful misconduct with respect to the Company, including without
     limitation fraud, embezzlement, theft or proven dishonesty in the course of
     his employment or conviction of a felony.


          (b) In the event of a termination of Employee's employment hereunder
     pursuant to Section 9.3(a), Employee shall be entitled to receive all
     accrued but unpaid (as of the effective date of such termination) Base
     Salary, Benefits and Other Compensation. All Base Salary and Benefits shall
     cease at the time of such termination, subject to the terms of any benefit
     or compensation plan then in force and applicable to Employee. Except as
     specifically set forth in this Section 9.3, the Company shall have no
     liability or obligation hereunder by reason of such termination.

     9.4 Termination By Company Without Cause.

          (a) The Company may terminate Employee's employment hereunder at any
     time, for any reason, without cause, effective upon the date designated by
     the Company upon fifteen (15) days notice to Employee.

          (b) In the event of a termination of Employee's employment hereunder
     pursuant to Section 9.4(a), Employee shall be entitled to receive all
     accrued but unpaid (as of the effective date of such termination) Base
     Salary, Benefits, Earned Bonus and Other Compensation, plus continuation of
     the then current Base Salary and Benefits (including vesting of options and
     other Benefits) for a period of twelve (12) months thereafter. Except as
     specifically set forth in this Section 9.4, the Company shall have no
     liability or obligation hereunder by reason of such termination.

     9.5 Termination By Employee

          (a) Employee may terminate Employee's employment hereunder upon sixty
     (60) days notice of the termination of his employment hereunder pursuant to
     this Section 9.5(a) (the date the Employee gives such notice shall be
     herein referred to as the "Request Date"). Notwithstanding the foregoing,
     upon receipt by the Company of such written notice of termination, the
     Company in its sole discretion, may deem such termination effective
     immediately (the "Accelerated Termination Date"). In the event the parties
     mutually agree to an alternative date of termination, that date shall be
     considered the Request Date.

          (b) In the event of a termination of Employee's employment hereunder
     pursuant to Section 9.5(a) hereof, Employee shall be entitled to receive
     all accrued but unpaid (as of the earlier of the Request Date or the
     Accelerated Termination Date), Base Salary and Benefits. If the Company
     does not terminate the Employee immediately upon receipt of the termination
     notice and Employee performs his duties in a satisfactory manner, as
     determined in the sole discretion of the Company, until the Request Date,
     Employee shall also be entitled to an amount equal to one month's Base
     Salary (in effect at such time). In addition, in the event of a termination
     of Employee's employment pursuant to Section 9.5(a) at the end of the Term
     upon sixty days (60) prior written notice and upon the satisfactory
     completion, in the sole discretion of

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     the Company, of Employee's duties during the 60-day period after receipt of
     such termination notice, Employee shall be entitled to receive an amount
     equal to one month's Base Salary (in effect at such time) multiplied by the
     number of the complete 12-month periods of ImageMax service (whether or not
     pursuant to this Agreement) completed prior to giving notice of
     termination. Except as specifically set forth in this Section 9.5(b), all
     Base Salary, Benefits and Bonuses shall cease at the time of such
     termination, subject to the terms of any benefit or compensation plan then
     in force and applicable to Employee. Except as specifically set forth in
     this Section 9.5, the Company shall have no liability or obligation
     hereunder by reason of such termination.


     9.6 Sale of Company/Change of Control.

          (a) If there is a Sale of the Company or a Change of Control during
     the Term, then the Company or the successor to all or substantially all of
     the Company's assets, capital stock or business (the "Successor Entity"),
     as the case may be, must offer Employee employment pursuant to a written
     contract offer (the "Offer") within five (5) days of such Sale of the
     Company or Change of Control. Employee shall, within fifteen (15) days
     after receipt of such Offer, either (i) accept the terms of the Offer, such
     acceptance indicated by return of a copy of the Offer duly executed, (ii)
     elect in writing, provided to the Company or the Successor Entity, as the
     case may be, to remain employed under this Agreement for the remainder of
     the Term, or (iii) elect to terminate Employee's employment hereunder upon
     sixty (60) days prior notice, such termination to be effective at the
     expiration of said sixty (60) day period, or sooner, if desired by the
     Company or the Successor Entity.

          (b) For purposes of this Agreement, a "Change of Control" means either
     (i) the sale, transfer, assignment or other disposition by stockholders of
     the Company, in one transaction or a series of related transactions, of
     more than thirty percent (30%) of either the outstanding shares of common
     stock or the combined voting power represented by the Company's then
     outstanding voting securities entitled to vote generally or the approval by
     the stockholders of the Company of a reorganization, merger or
     consolidation, in each case, with respect to which persons who were
     stockholders of the Company immediately prior to such reorganization,
     merger or consolidation do not, immediately thereafter, own more than fifty
     percent (50%) of the combined voting power entitled to vote generally in
     the election of directors of the reorganized, merged or consolidated
     company's then outstanding securities, in a liquidation or dissolution of
     Company or of the sale of all or substantially all of Company's assets,
     other than (A) any such sales, transfers, assignments or other dispositions
     by such stockholders to their respective Affiliates, (B) any such
     transaction effected primarily to reincorporate the Company in another
     jurisdiction or (C) any transaction in connection with the simultaneous
     acquisition of document management companies and the initial public
     offering of the common stock of the Company or its affiliate; or (ii) a
     majority of members of the Company's Board of Directors is replaced during
     any 12-month period by directors whose appointment or election is not
     advised by a majority of the members of the Company's Board of Directors
     prior to the date of the appointment or election.

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          (c) For purposes of this Agreement, "Affiliate" means, with respect to
     any stockholder of the Company, (i) any Person directly or indirectly
     controlling, controlled by or under common control with such stockholder,
     (ii) any Person owning or controlling ten percent (10%) or more of the
     outstanding voting securities of such stockholder, (iii) any officer,
     director or general partner of such stockholder, or (iv) any Person who is
     an officer, director, general partner, trustee or holder of ten percent
     (10%) or more of the outstanding voting securities of any Person described
     in clauses (i) through (iv) of this paragraph (c).

          (d) For purposes of this Agreement, "Person" means an individual,
     partnership, corporation, joint venture, association, trust, unincorporated
     association, other entity or association.

          (e) For purposes of this Agreement, a "Sale of the Company" means a
     sale, transfer, assignment or other disposition (including by merger or
     consolidation), of all of the outstanding stock of the Company, or of all
     or substantially all of the assets of the Company, a liquidation or
     dissolution of the Company. A "Sale of the Company" shall not include the
     consummation of a public offering of Common Stock of the Company or its
     affiliate pursuant to a registration statement or any transaction effected
     primarily to reincorporate the Company in another jurisdiction.

          (f) In the event of termination of Employee's employment hereunder
     pursuant to clause (iii) in paragraph (a) above, Employee shall be entitled
     to receive all accrued but unpaid (as of the effective date of such
     termination) Base Salary, Benefits and Earned Bonus and Other Compensation.
     In addition, in such case Employee shall be entitled to receive Base Salary
     and Benefits for the twelve (12) months following the effective date of
     such termination (the "Additional Amount"). At his sole option, Employee
     may receive the Additional Amount paid either (i) monthly for twelve (12)
     months, or (ii) in one payment on the effective date of such termination,
     in which case the value of the Benefits otherwise payable will be
     monetized, and such payment of the Additional Amount will be discounted at
     the then current Federal Short Term Rate as defined in the Internal Revenue
     Code of 1986, as amended.

          (g) In the event Employee chooses to continue employment hereunder
     pursuant to clause (i) or (ii) in paragraph (a) above and Employee's
     employment is thereafter terminated prior to the expiration of the Term for
     any reason other than Death, Disability or termination pursuant to clause
     (iii) in paragraph (a) above, Employee shall be entitled to receive all the
     benefits and compensation referred to in paragraph (f) above. In the event
     Employee chooses to continue employment hereunder pursuant to clause (ii)
     in paragraph (a) above, at the expiration of the Term, Employee shall be
     entitled to receive an amount equal to two months' Base Salary (in effect
     at such time) multiplied by the number of complete 12-month periods of
     service completed prior to such termination

          (h) If this Agreement is assumed by any Successor Entity, any payments
     set forth herein shall be the obligation of such Successor Entity. Except
     as specifically set forth in this Agreement, (i) all Base Salary, Benefits
     and Bonuses shall cease at the time of such termination, subject to the
     terms of any benefit or compensation plans then in force and

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     applicable to Employee, and (ii) the Company shall have no liability
     or obligation hereunder by reason of such termination.

          (i) If the Successor Entity fails to make the Offer, Employee shall be
     entitled to receive all of the benefits and compensation referred to in
     paragraph (f) above.

     9.7 Severance Upon Expiration of the Initial Term. If this Agreement is not
renewed by the parties upon the expiration of the Initial Term, Employee shall
be entitled to receive all accrued but unpaid (as of the effective date of such
termination) Base Salary, Benefits, Earned Bonus and Other Compensation, plus
continuation of the then current Base Salary and Benefits (including vesting of
options and other Benefits) for a period of six (6) months thereafter. Except as
specifically set forth in this Section 9.7, the Company shall have no liability
or obligation hereunder by reason of such termination.

     10. Other Agreements. Employee represents and warrants to the Company that:

          (a) There are no restrictions, agreements or understandings whatsoever
     to which Employee is a party which would prevent or make unlawful
     Employee's execution of this Agreement or Employee's employment hereunder,
     or which is or would be inconsistent or in conflict with this Agreement or
     Employee's employment hereunder, or would prevent, limit or impair in any
     way the performance by Employee of his obligations hereunder,

          (b) That Employee's execution of this Agreement and Employee's
     employment hereunder shall not constitute a breach of any contract,
     agreement or understanding, oral or written, to which Employee is a party
     or by which Employee is bound, and

          (c) That Employee is free to execute this Agreement and to enter into
     the employ of the Company pursuant to the provisions set forth herein.

          (d) In the event that they are still in effect, that Employee shall
     disclose the existence and terms of the restrictive covenants set forth in
     this Agreement to any employer that the Employee may work for during the
     term of this Agreement (which employment is not hereby authorized) or after
     the termination of the Employee's employment at the Company.

     11. Survival of Provisions. The provisions of this Agreement set forth in
Sections 6, 7, 8, 9, 21 and 22 hereof shall survive the termination of
Employee's employment hereunder.

     12. Indemnification. The Company shall indemnify the Employee from and
against any and all losses, costs, damages or expenses the Employee may sustain
by reason of his

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employment hereunder in the same manner and to the same extent as the executive
officers of the Company.

     13. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the Company and Employee and their respective successors,
executors, administrators, heirs and/or permitted assigns; provided, however,
that neither Employee nor the Company may make any assignments of this Agreement
or any interest herein, by operation of law or otherwise, without the prior
written consent of the other party hereto, except that, without such consent,
the Company may assign this Agreement to an Affiliate or any successor to all or
substantially all of its assets and business by means of liquidation,
dissolution, merger, consolidation, transfer of assets, or otherwise, provided
that such successor assumes in writing all of the obligations of the Company
under this Agreement, subject, however, to Employee's rights as to termination
as provided in Section 9.6 hereof.

     14. Notice. Any notice or communication required or permitted under this
Agreement shall be made in writing and sent by certified or registered mail,
return receipt requested, addressed as follows:

     If to Employee:

           Blair Hayes
           [Address]

     If to Company:

           Mark Glassman
           ImageMax, Inc.
           455 Pennsylvania Avenue, Suite 128
           Fort Washington, Pennsylvania  19034

or to such other address as either party may from time to time duly specify by
notice given to the other party in the manner specified above.

     15. Entire Agreement; Amendments. This Agreement contains the entire
agreement and understanding of the parties hereto relating to the subject matter
hereof, and merges and supersedes all prior and contemporaneous discussions,
agreements and understandings of every nature between the parties hereto
relating to the employment of Employee with the Company. This Agreement
specifically supersedes the Employment Agreement between the Company and
Employee dated April 19, 1999. This Agreement may not be changed or modified,
except by an agreement in writing signed by each of the parties hereto.

     16. Waiver. The waiver of the breach of any term or provision of this
Agreement shall not operate as or be construed to be a waiver of any other or
subsequent breach of this Agreement.


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<PAGE>

     17. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.

     18. Invalidity. In case any one or more of the provisions contained in this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
the validity of any other provision of this Agreement, and such provision(s)
shall be deemed modified to the extent necessary to make it enforceable.

     19. Section Headings. The section headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.

     20. Number of Days. In computing the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays, Sundays and legal
holidays; provided, however, that if the final day of any time period falls on a
Saturday, Sunday or day which is a holiday in Philadelphia, Pennsylvania, then
such final day shall be deemed to be the next day which is not a Saturday,
Sunday or legal holiday.

     21. Specific Enforcement; Extension of Period.

          (a) Employee acknowledges that the restrictions contained in Sections
     6, 7, and 8 hereof are reasonable and necessary to protect the legitimate
     interests of the Company and its affiliates and that the Company would not
     have entered into this Agreement in the absence of such restrictions.
     Employee also acknowledges that any breach by him of Sections 6, 7, or 8
     hereof will cause continuing and irreparable injury to the Company for
     which monetary damages would not be an adequate remedy. The Employee shall
     not, in any action or proceeding to enforce any of the provisions of this
     Agreement, assert the claim or defense that an adequate remedy at law
     exists. In the event of such breach by Employee, the Company shall have the
     right to enforce the provisions of Sections 6, 7, and 8 of this Agreement
     by seeking injunctive or other relief in any court, and this Agreement
     shall not in any way limit remedies of law or in equity otherwise available
     to the Company. If an action at law or in equity is necessary to enforce or
     interpret the terms of this Agreement, the prevailing party shall be
     entitled to recover, in addition to any other relief, reasonable attorneys'
     fees, costs and disbursements. In the event that the provisions of Sections
     6, 7, or 8 hereof should ever be adjudicated to exceed the time,
     geographic, or other limitations permitted by applicable law in any
     applicable jurisdiction, then such provisions shall be deemed reformed in
     such jurisdiction to the maximum time, geographic, or other limitations
     permitted by applicable law.

          (b) In the event that Employee shall be in breach of any of the
     restrictions contained in Section 8 hereof, then the Restricted Period
     shall be extended for a period of time equal to the period of time that
     Employee is in breach of such restriction.

     22. Arbitration. In the event that the parties are unable to resolve any
disputes arising hereunder, such dispute shall be submitted for a binding
determination by a neutral third

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<PAGE>

party designated by the President of the Philadelphia office of the American
Arbitration Association.

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

                            [SIGNATURE PAGE FOLLOWS]
















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<PAGE>


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
the day and year first written above.

                                        IMAGEMAX, INC.



                                        By:
                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------







                                        ----------------------------------------
                                        Blair Hayes


                                       14
<PAGE>

                                   SCHEDULE A

1.   Life Insurance. Company will provide Employee, at no expense to the
     Employee, life insurance coverage in an amount equal to three (3) times
     Employee's initial Base Salary.

2.   Vacation. The Employee shall be entitled to twenty (20) days per year of
     paid vacation.

3.   Business Travel Accident Insurance. Company will provide Employee, at no
     expense to the Employee, business travel accident insurance coverage in an
     amount equal to six (6) times Employee's base salary through either: (i) a
     group policy covering similarly situated employees, or (ii) a policy
     specific to Employee, depending on the cost and availability of coverage.