EXHIBIT 10.15


                                  July 25, 2000




Mr. A. Gary Rever
11403A Cronhill Drive
Owings Mills, MD 21117

Dear Gary:

     It gives me great pleasure to set forth the principal terms of an offer for
you to join Avatech Solutions, Inc. ("Avatech Solutions") as its Senior Vice
President and Chief Financial Officer reporting to me. On behalf of Avatech
Solutions, let me propose the following:

COMPENSATION:       You will be employed as an "employee-at-will" effective
                    August 1, 2000. Effective with your start date, you win be
                    paid semi-monthly in the amount of $3,500.00. In addition,
                    the Company will award you 60,000 options, with a strike
                    price of $4.25 vesting over a period of three (3) years
                    except in the event of a Change of Control as defined below.
                    This compensation package will be reviewed at a minimum at
                    the end of a two-year period from your start date.

CHANGE OF CONTROL:  In the event that there is a termination of your employment,
                    diminution in your responsibility or compensation, or
                    relocation requirement, within one year following a Change
                    of Control (defined as (i) a purchase of more than 50% of
                    the outstanding common stock of the Company, or (ii) a
                    change in leadership resulting in the replacement of both
                    the CEO and Executive Vice President/Secretary of the
                    Company, or (iii) a merger with another entity resulting in
                    the merging entity owning greater than 30% of Avatech's
                    common shares outstanding as of the date of the merger, the
                    Company will pay you six months base compensation or a
                    minimum of $42,000 in cash and continue corporate sponsored
                    health benefits for six months if the Change in Control
                    occurs within six months from the date of your start date,
                    one year base compensation or a minimum of $84,000 in cash
                    and continue corporate sponsored health benefits for one
                    year if a Change in Control occurs after six months but up
                    to one year from your start date, eighteen months base
                    compensation or a minimum of $126,000 in cash and continue
                    corporate sponsored health benefits for eighteen months if a
                    Change in Control occurs 12 months after your start date.
                    Also, the 60,000 options referred to above immediately vest
                    upon a Change of Control.


BENEFITS:           Avatech Solutions currently provides a wide variety of
                    Employee Benefits which you may participate in as follows:

                    o    Paid health care premiums for employee;

                    o    Paid Life Insurance Policy in the amount of $25,000;

                    o    Dental Program available at your cost;

                    o    A Section 125 program is available to minimize the cost
                         of out of pocket medical costs you may incur;

                    o    An Employee Stock Purchase Plan is available which will
                         allow you to purchase a limited amount of Avatech
                         Solutions Common Stock at 85% of the current market
                         value; and

                    o    After six months of employment, participation in
                         Avatech Solutions' 401K Plan, Avatech Solutions matches
                         your contribution at 25% of up to 6% of your annual
                         compensation.

TIME OFF:           You will be eligible for vacation time and sick leave
                    consistent with the Company's standard policy. Your position
                    entitles three (3) weeks, fifteen (15) days of paid time
                    off.

     Avatech Solutions is assembling a world class team to implement our broad
technology portfolio. I hope you will decide to join us in building this
exciting company. Please indicate your acceptance by signing and returning one
copy of this offer letter and one copy of the enclosed Confidentiality and
Non-Disclosure Agreement.

     If you have any questions or need additional information, please call me at
___________.


                                        Respectfully,



                                        /s/ Henry D. Felton
                                        -----------------------------------
                                        Henry D. Felton


     AGREED AND ACCEPTED THIS 1ST
     DAY OF AUGUST, 2000



     /s/ A. Gary Rever
     ----------------------------------
     A. Gary Rever
     Social Security No. ______________