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                                                                   EXHIBIT 10.6


            [LETTERHEAD OF CREDENTIALS SERVICES INTERNATIONAL, INC.]



August 16, 1995

Mike Cossel
4610 49th Street NW
Washington, D.C. 20016

Dear Mike:

  Confirming our discussion of August 15, 1995, I am pleased to offer you a
position with Credentials where you will initially oversee the Customer Service
Operation of the company as well as the Production Department and other areas
of the infrastructure.

1.        As such, your salary, effective September 1, 1995, will be $140,000
          per annum.  You will also be entitled to an annual bonus of up to
          $45,000 based on the performance of the company.  Such bonus will be
          at the discretion of the Board of Directors, and a bonus will be paid
          no later than 90 days following the fiscal year end of the company.

2.        You will be reimbursed for moving expenses up to $25,000.

3.        We would ask for one additional commitment from you which is your
          consent to keep all CSI information confidential and that you not
          compete with the company in any manner for 12 months after any
          payment is made to you by the company.

4.        Should you be released from your position with the company without
          cause, you will be entitled to a severance package of up to one year
          salary paid monthly and benefits plus accrued bonus, if any.  If, for
          any reason, you have not found new employment during that period, the
          company, at its discretion, may extend the severance period for
          another six months.

5.        Until you move from Washington, D.C., you will be entitled to receive
          $2,500 per month to cover interim living expenses in Orange County.
          Should this offer meet with your approval please sign below where
          indicated.

Accepted:

 /s/ Mike Cossel           8/28/95     /s/ John Ferry            8/29/95
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Mike Cossel                Date        John Ferry                Date
                                       President