EXHIBIT 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Agreement is made and entered as of this 8th day 
of January, 1997, by and between The Peak Technologies 
Group, Inc., ("Peak") a Delaware corporation with its 
headquarters in Columbia, Maryland, and Howard S. Cohen 
("Executive"), a resident of Illinois, and together 
referred to as the parties.

1.      Duties and Term.  

	A.      Peak engages Executive as President and Chief 
Operating Officer of Peak for a term of two (2) years (the 
"Term"), commencing with the above date, and successive 
terms of one (1) year each beginning automatically at the end 
of the Term, to perform those duties customarily performed by 
a President and Chief Operating Officer and those set forth in 
the "Offer Letter", attached hereto and made a part hereof, and 
reporting to Peak's Chairman and Chief Executive Officer 
("CEO"). Executive shall also perform those additional duties 
which may reasonably be specified by the CEO and Peak's 
Board of Directors, from time to time, consistent with his 
position as a senior executive.  During the term of this 
Agreement, Executive shall be included as part of the 
management slate of directors recommended to the 
shareholders for election to Peak' Board of Directors.

	B.      As a condition and during the term of his 
employment Executive agrees to the following: (i) commence 
his employment, full-time, no later than March 1, 1997 or such 
earlier date as agreed to by the parties; (ii) devote his full 
business time to the business and affairs of Peak and work 
exclusively for Peak, and (iii) maintain a duty of loyalty and 
care to Peak as an officer and director of  Peak, as those terms 
are defined in law and pursuant to this Agreement.

	C.      Executive may not engage in any other 
remunerative work, provided, however, that Peak recognizes 
that Executive may desire to write, speak and serve on boards 
of directors, which may be done with the prior written approval 
of the CEO, and which approval shall not be unreasonably 
withheld. Executive represents and warrants that he has not 
entered into any prior agreements, investments or commitments 
which would in any manner limit his work, effort or activity on 
behalf of and while employed by Peak. 

2.      Compensation and Benefits.      The compensation and 
benefits for Executive through the Term are set forth in the 
Offer Letter and this Agreement. A portion of the Executive's 
compensation, as determined in Executive's sole discretion, 
will be deferred and placed in trust, in accordance with 
applicable laws and regulations and Peak's 401(k) plan. The 
compensation includes: (i) a "Severance Agreement", the form 
of which is attached hereto, and which will provide 
compensation and benefits for Executive in the event of a 
change in control in Peak and providing for, among other 
things, up to three (3) years of severance pay; (ii) insurance 
coverage through all applicable insurance provided by Peak, 
including, but not limited to, Director and Officer Liability 
Insurance at the limits provided for officers and directors of 
Peak and a full indemnity by Peak up to the limits allowed 
under Delaware law; (iii) an initial grant of fifty-thousand 
(50,000) stock options for Peak common stock; and, (iv) an 
annual grant of additional stock options compatible with other 
executives of the company and in accordance with Peak's 
policies, and in all cases in the absolute discretion of the Board 
of Directors. Peak further agrees as to (iii) and (iv) that Section 
6(ii) of Peak's Stock Option Plan shall not apply to Executive 
or any stock options issued to him and that Peak hereby agrees 
to the registration of all stock issued to Executive within a 
reasonable time after exercise of such options, and subject to 
regulatory limitations, if any.

3.      Termination by Executive.  

	A.      Executive may terminate this Agreement any 
time, other than for "Good Reason" as defined herein, upon one 
hundred and twenty (120) days written notice to Peak, or in the 
event of death or total disability (deemed voluntary 
termination).

	B.      Executive may also terminate this Agreement at 
any time, upon giving ninety (90) day notice, for "Good 
Reason" which includes: (i) failure of Peak seek the 
nomination of Executive to the Board of Directors within six 
(6) months after Executive commences his employment; (ii) 
failure of the officers to report to Executive; (iii) any reason 
described as "Good Reason" in Section 1.6 of the Severance 
Agreement I; (iv) a change of control as described in the 
Severance Agreement I; and, (v) default by Peak in any of its 
material obligations hereunder and failure to cure such default 
in a reasonable period of time after receiving notice from 
Executive. 

4.      Termination by Peak.   

	A.      Peak may terminate this Agreement without 
cause upon sixty (60) days written notice to Executive.

	B.      Peak may terminate this Agreement without 
notice, at any time, for "Good Cause", which includes, but is 
not limited to: (i) breach of the covenants contained in Sections 
6, 7, 8 and 10 of this Agreement; (ii) willful gross malfeasance 
resulting in material injury or loss to Peak; (iii) acts on behalf 
of Peak as a result of which Executive is charged with a 
criminal offense involving moral turpitude, dishonesty or 
breach of trust; (iv) conviction of a felony or plea of guilty or 
plea of guilty or no lo contendere with respect to a felony; and, 
(v) breach of the duty of an officer or director imposed by law 
or statute that involves an intentional, bad faith act that results 
in material loss or injury to Peak.

C.      Termination of this Agreement for any reason 
whatsoever shall not preclude executive from receiving any 
base salary, bonus or other benefit accrued through the date of 
termination, and shall not affect any accrued amount due and 
payable to Executive under the Severance Agreement I.


5.      Executive's Severance Benefits Upon Termination.

	A.      If Executive is terminated by Peak for reasons 
other than termination for Good Cause, during the Term and 
any renewal term, or Executive leaves Peak for Good Reason, 
during the Term and any renewal term, Executive shall be 
entitled to the following: (i) the balance of his salary payable 
under the terms of this Agreement plus twelve (12) additional 
months of salary as severance, both amounts payable semi-
monthly and subject to all applicable taxes; (ii) payment of 
$300,000.00, and a prorated payment of $300,000.00 divided 
by the number of months, or partial months, worked by 
Executive, both amounts payable semi-monthly and subject to 
all applicable taxes; (iii) the vesting of all stock options as of 
the date of termination; and, (iv) payment of fifteen percent 
(15%) of his base salary, or up to $45,000 toward out-
placement services; and (v) continuation of payment for 
premiums on all health and medical insurance for eighteen (18) 
months, or so long as Executive remains eligible for such 
insurance.

	B.      If Executive terminates his employment during 
the Term or any renewal term, for other than Good Reason, and 
does not accept or engage in employment with a third party or 
entity, and does not otherwise violate any other terms of this 
Agreement or any post-employment agreements or covenants, 
Executive shall be entitled to the following: (i) the balance of 
his salary under this Agreement, plus twelve (12) additional 
months of severance, both payable semi-monthly and subject to 
all applicable taxes; and, (ii) the vesting of all stock options.

	C.      Severance payments and benefits provided for 
in this Agreement and the Offer Letter are conditioned upon 
Executive's continued compliance with this Agreement and all 
post-employment covenants and agreements.  If Peak wishes to 
withhold payment, it must first commence enforcement of this 
Agreement through the filing of a civil suit or criminal 
complaint, then all payments provided for hereunder shall be 
paid to and held by a court of competent jurisdiction or placed 
in a mutually agreed upon escrow account, until such 
proceeding has been resolved.

6.      Return of Peak's Property and Non-Disclosure of  Non-
Public Information.  

	A.      Upon termination of his employment with Peak 
for any reason, Executive shall return to Peak all records, data, 
plans, customer lists, computer programs and related 
documentation or other documents or materials of any nature 
which are in his possession or control which he obtained from 
Peak or compiled or produced for Peak during his employment 
and any and all copies thereof, which shall include all 
confidential information as defined above. 

	B.      Executive agrees that he will not retain copies of 
any Peak's documents or materials and will not disclose, reveal 
or make available to, or inform any other person, firm, 
corporation, partnership or other association of the names and 
addresses of customers, information about prices charged to 
customers, Peak's operating and sales techniques and methods, 
or any other confidential proprietary information concerning 
Peak, or any documents or information which contain or are 
derived from confidential proprietary information concerning 
Peak, its products, pricing, margins, vendor relationships, 
contracts, stock, personnel, systems, software, policies or 
techniques and methods of operation, provided, however, that 
Executive shall disclose any information required or compelled 
in any legal or judicial proceeding or otherwise in the public 
domain through sources other than Executive, and shall notify 
Peak of such legal or judicial proceeding in a reasonable time 
prior to complying with such request or subpoena, so that Peak 
may seek to protect its interests and information as necessary.

7.      Covenant Not to Compete or Solicit.  Executive 
covenants and agrees that during his employment and for a 
period of one (1) year following the later of: (i) the termination 
of his employment, or (ii) the date set for the commencement 
of his severance payments, and so long as Peak continues to 
pay all severance benefits when due and Peak has not 
undergone a "Change in Control" as defined in Severance 
Agreement I, Executive will not for himself, or in conjunction 
with any other person, firm, partnership, corporation or other 
form of business organization or arrangement, whether as a 
principal, agent, director, officer, manager, trustee, 
representative, executive or consultant, for whatever reason, 
directly or indirectly do any of the following:

A.      Work for any competitor of Peak, or seek or 
accept employment with any of Peak's clients if such 
employment is in the same area, field and scope of products 
and services which Peak sells or provides;

B.      Solicit or accept any business from any person 
or entity who, at the time of, or any time during the twelve 
months preceding such termination, was an active account or 
was actively solicited by Peak according to the books and 
records of Peak, provided, however, that nothing herein shall 
prohibit him from transacting business with any such person 
during such period if the business he solicits is not competitive 
with services or products offered, furnished to, licensed or sold 
by Peak to such person or entity;

C.      Cause or assist anyone or any entity to solicit 
the purchase of any product or service by any of Peak's clients 
of the sort provided by Peak to the client, or the sort Peak was 
seeking an opportunity to supply or request or cause any of 
Peak's clients, vendors or suppliers to cancel or terminate any 
business relationship with Peak;

D.      Request or cause any employee of Peak to 
terminate employment with Peak or permit any employee of 
Peak to be solicited to leave the employ of Peak.

8.      Post Employment Affiliations and Restrictions.  
Executive covenants and agrees that during his employment 
and for a period of one (1) year following the later of: (i) the 
termination of his employment; or, (ii) or the date set for 
commencement of his severance payments, and so long as Peak 
continues to pay all severance benefits when due and Peak has 
not undergone a "Change in Control" as defined in Severance 
Agreement I, Executive will not for himself, or in conjunction 
with any other person, firm, partnership, corporation or other 
form of business organization or arrangement, whether as a 
principal, agent, director, officer, manager, trustee, 
representative, Executive or consultant, directly or indirectly 
develop, refine, modify or in any way be connected with or 
give advice or consultation concerning software which is 
trademarked, copyrighted, owned and/or proprietary to Peak, 
and cannot be purchased in routine retail transactions.

9.      Scope of Restrictions.  If the scope of any restriction 
contained in this Agreement is too broad to permit enforcement 
of such restriction to its full extent, then such restriction shall 
be enforced to the maximum extent permitted by law, and 
Executive hereby consents and agrees that such scope may be 
judicially modified accordingly in any proceeding brought to 
enforced such restriction.  Executive acknowledges and agrees 
that the covenants contained herein are necessary for the 
protection of Peak's legitimate business interests and are 
reasonable in scope and content.

10.     Prohibition Against Use and Disclosure of Proprietary 
or Confidential Information.  Executive shall not use or divulge 
to anyone for any reason any of the trade secrets or other 
proprietary, secret, or other confidential information of Peak or 
its clients, or any information which contains or is derived from 
proprietary, secret or other confidential information, either 
during his employment or after his termination for any reason, 
provided, however, that Executive shall disclose any 
information required or compelled in any legal or judicial 
proceeding or otherwise in the public domain through sources 
other than Executive, and shall notify Peak of such legal or 
judicial proceeding in a reasonable time prior to complying 
with such request or subpoena, so that Peak may seek to protect 
its interests and information as necessary.

11.     List of Competing Companies. Executive agrees that 
prior to terminating his employment with Peak, and as a 
condition of receiving any severance payments provided for 
hereunder, Peak may supplement the list of competitive 
companies attached hereto which Peak, in its sole discretion, 
deems competitors and for and with whom Executive shall not 
be employed in any manner whatsoever.

12.     Remedies of Peak.  

	A.      Executive agrees that he is able to engage in 
other businesses for the purpose of earning a livelihood and 
that the restrictive covenants in the Agreement will not 
interfere with his ability to engage in other businesses. 
Executive agrees that breach of the covenants and limitation in 
this Agreement will cause irreparable harm to Peak in that 
money damages will not amount to adequate compensation for 
the breach, and he agrees that injunctive relief is appropriate to 
prevent the continuation of such breach by Executive without 
the necessity of proof of actual damage.  

	B.      In the event of a breach as described in A above, 
or a breach by Peak resulting in the filing of a lawsuit by 
Executive against Peak in a court of competent jurisdiction, the 
prevailing party shall be responsible for the other party's 
reasonable legal fees, as ordered by a court of competent 
jurisdiction, arbitrator, mediator, or agreed to by the parties, 
provided, however, such fees will be limited to the equal of the 
Executive's base annual income for the last year of 
employment. 

	C.      The parties agrees that the restrictive covenants 
contained herein are reasonable in the sense that they are 
necessary to protect Peak in its legitimate business interests.

	D.      This Agreement in no way affects Executive's 
right to engage in any business not competitive with Peak. 
Remedies set forth in this Agreement shall be in addition to 
and not in limitation of any other remedies, including money 
damages, which Peak might have, legal or equitable.

13.     No Waivers.  Any waiver by any of the parties hereto of 
a breach of any of the provisions of this Agreement by any 
other party shall not operate or be construed as a waiver by the 
other parties of any of the rights and privileges of said parties 
hereunder or of any subsequent breach.

14.     Prohibition Against Assignment.  Executive's rights 
under this Agreement may not be assigned, except to a solvent 
associated company, or as may be agreed by the parties in 
writing.

15.     Severability and Binding Nature of Agreement.  The 
parties hereto agree that the clauses of the Agreement are 
severable and should any clause be declared invalid, it shall not 
effect the validity of the remaining provisions of this 
Agreement.  The parties agree that the provisions hereof shall 
be binding upon their successors in interest, heirs, next of kin, 
personal representatives and assigns.

16.     Entire Agreement.  This Agreement, Offer Letter and 
Attachments, Tier I Relocation Package, and Severance 
Agreement I constitute the final and entire agreement between 
the parties and no party shall be bound by any terms, 
conditions, statements, warranties, or representations, oral or 
written, not contained herein and no term or provision hereof 
(including the terms and provisions of this paragraph) may be 
altered, amended or modified in any way except by a writing 
signed by all parties.  

17.     Governing Law.  This Agreement shall be governed and 
interpreted pursuant to the laws of the state of Maryland for all 
purposes, and without regard to choice of law rules. 

IN WITNESS WHEREOF, the parties have executed 
this Agreement as of the day, month and year first above 
written.

The Peak Technologies Group, Inc.       Executive 
/s/ Nicholas R.H. Toms                  /s/ Howard S. Cohen
-----------------------------           --------------------------
Nicholas R. H. Toms,                    Howard S. Cohen,
Chairman and Chief                      President and Chief
Executive Officer                       Operating Officer