1
Exhibit 10.3


                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT


THIS FIRST AMENDMENT TO AN EMPLOYMENT AGREEMENT (the "Agreement") is entered
into this 30th day of August, 1999 between PH GROUP INC., and Ohio corporation
with a place of business at 2365 Scioto Harper Drive, Columbus, Ohio 43204, (the
"Company"), and CHARLES T. SHERMAN of Powell, Ohio (the "Executive").

      WHEREAS, the parties hereto have entered into an Employment Agreement
dated as of January 23, 1997 (the "Employment Agreement"); and

      WHEREAS, the parties desire to amend the Employment Agreement in certain
respects;

      NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties, hereto, intending to be legally bound, hereby agree as follows:

      SECTION 1.   AMENDMENT.
                   ---------

      1.1    Section 2 of the Employment Agreement is hereby deleted in its
             entirety and the following substituted therefor:

      Section 2.  TERM   Subject to Sections 4 and 5 hereof, the term of the
      Agreement shall be For a period commencing September 1, 1999, and
      terminating on August 31, 2003 and shall Continue thereafter on a
      year-to-year basis unless either party hereto gives written notice to the
      Other at least six months prior to August 31 of the year in which such
      party intends to have this Agreement terminate that such party does not
      intend to renew this Agreement (the "Term").

      Section 2.  CONTINUING VALIDITY.  Except as amended hereby, all term and
      provisions of the Employment Agreement shall remain in full force and
      effect as though this First Amendment were a part of the original
      Employment Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
      Agreement as of the date first written above.


PH GROUP INC.                              EXECUTIVE


By: \Michael W. Gardner                        By: \Charles T. Sherman
-----------------------                        -----------------------



                                       91