This Agreement (herein so called) is made and entered into as of the
23rd day of October,  2000, by and between Query Object Systems  Corporation,  a
Delaware  corporation  (hereinafter  referred to as "QO"),  and JOSEPH M. VALLEY
JR., (hereinafter referred to as "Valley").

            In  consideration  of  the  premises  and  of  the  mutual  covenant
hereinafter set forth, the parties hereto agree as follows:

         1. Employment,  Duties and Acceptance.  QO and Valley agree that Valley
will be employed to render exclusive  full-time  services to QO as President and
Chief Operating  Officer from its offices  located in Roslyn  Heights,  New York
and, in connection  therewith,  to perform such duties that are consistent  with
such position as Valley shall  reasonably be directed to perform by the Chairman
and Chief Executive Officer of QO.

         2. Employment Period.  The "Employment  Period" as used herein shall be
for a period of one(1) year from the  effective  date,  hereof  (the  "Effective
Date"),  subject to the  termination  provisions  of  sections  5.1  through 5.6
hereof.

         3. Compensation.

            3.1  Base  Compensation.  During  the  Employment  Period,  for  all
services rendered by Valley under this Agreement,  QO shall pay Valley an Annual
Base Salary of not less than $200,000,  payable in accordance with the customary
payroll  policy  of QO in effect  at the time  such  payment  is made (or as may
otherwise be mutually agreed upon by the parties). This Annual Base Salary shall
be subject to review and increase as appropriate on or before October 23 of each
year in accordance  with the salary review policies  generally  applicable to QO
executives.

            3.2 Incentive  Compensation.  For Fiscal Years 2000 and 2001, Valley
shall be eligible to receive incentive compensation of $10,000 per quarter based
on achievement of objectives  agreed to between Valley and the Chairman and CEO.
This incentive will be guaranteed payable at 100% for the fourth quarter of 2000
and  the  first  quarter  2001.  Valley  will  also be  eligible  to  receive  a
performance   bonus  based  upon  recorded   revenues  of  QueryObject   Systems
Corporation (the "Plan").  This incentive will begin to be earned at 85% of Plan
and is targeted  at $60,000 (at 100% of




<PAGE>

Plan) for 2001. The Plan will be agreed upon, in advance, between Valley and the
Chairman and CEO and such  Incentive  Compensation  will be in  accordance  with
incentive compensation policies generally applicable to QO executives.

            3.3 Payment of Incentive  Compensation Under Certain  Circumstances.
If  Valley's  employment  shall  terminate  due to his death or  disability,  as
defined in section 5.2 hereof, the incentive compensation as provided in section
3.2 for the year in which such termination  shall have taken place shall be paid
to Valley or his legal representative on a pro rata basis based on the number of
days during such incentive year prior to the date of termination. Such incentive
shall be based on the highest  incentive  award, on a pro rata basis, to be paid
for the year of termination.

            3.4 Stock Options. Valley shall receive an initial grant to purchase
100,000  common shares of QO.  Valley is also  eligible for a performance  grant
targeted  at 50,000  common  shares of the  Company (at 100% of Plan) based upon
recorded revenues of QueryObject  Systems  Corporation for 2001. The performance
grant will begin to be earned at 85% of Plan and will include  levels,  which if
attained, would provide for a total of 100,000 common shares of the Company. The
Plan will be agreed upon, in advance, between Valley and the Chairman and CEO.


         4. Benefits. Valley shall be entitled to such paid vacation,  holidays,
sick leave,  and shall be eligible for  participation  in such group  insurance,
hospitalization,  major medical, dental,  disability insurance,  profit sharing,
pension,  stock  options,  and other fringe  benefit  programs as those afforded
officers  of QO. In  addition,  QO  understands  that the  location  of Valley's
primary  residence  represents a hardship in commuting  to QO  headquarters  and
therefore agrees to provide Valley with reasonable  local living  accommodations
or commutation expense reimbursement.


         5. Termination.

            5.1  Termination  upon Death.  If Valley dies,  this Agreement shall
terminate,  except that the  representative of Valley's estate shall be entitled
to receive the compensation

                                      -2-

<PAGE>

herein provided for the month in which death occurs and the amount payable under
section 3.3 hereof.

            5.2 Termination  upon  Disability.  If Valley becomes  physically or
mentally  disabled,  whether  totally  or  partially,  so that  Valley is unable
substantially  to  perform  his  services  hereunder  for a  period  of six  (6)
consecutive  months and so that Valley qualifies for benefits under QO long term
disability plan,  (Valley's  disability for such period is herein referred to as
"Disability"),  QO may at any time  after  the  last day of the six  consecutive
months of  disability,  by written  notice to  Valley,  terminate  the  Valley's
employment  hereunder.  Upon  receipt of said  written  notice,  Valley shall be
entitled  to receive the  compensation  herein  provided  for the month in which
termination occurs and the amount payable under section 3.3 hereof.

            5.3 Termination by QO for Cause. If Valley willfully  disregards his
duties hereunder and such willful  disregard shall not be discontinued  within a
reasonable  period of time after written notice  setting forth with  specificity
the facts upon which the claimed willful disregard of duties is based, QO may at
any time by ninety days written notice to Valley terminate  Valley's  employment
hereunder.  Valley shall be entitled to receive accrued and unpaid salary to the
date of termination.

            "Cause" shall mean:

            (i)  Valley's  failure  to  substantially   perform  his  duties  or
responsibilities  hereunder  for a period of  fifteen  (15) days  after  written
notice thereof from the Board setting forth in reasonable detail the respects in
which QO believes  that  Valley has not  substantially  performed  his duties or
responsibilities  hereunder or continued  failure to substantially  perform such
duties or  responsibilities  for a period of thirty (30) days after such written
notice;

            (ii) Valley personally  engaging in knowing and intentional  illegal
conduct which is seriously injurious to QO or its affiliates;

            (iii) Valley being  convicted of a felony,  or  committing an act of
dishonesty or fraud against,  or the  misappropriation of property belonging to,
QO or its affiliates;

            (iv) Valley  knowingly  and  intentionally  breaches in any material
respect the terms of any  confidentiality  agreement or invention or proprietary
information agreement QO;

                                      -3-

<PAGE>

            (v) Valley's  commencement of employment with another employer while
he is an Executive of QO, without QO's written consent.

            5.4  Termination  by QO For Reasons Other than Death,  Disability or
Cause.  If Valley's  employment  hereunder shall be terminated for reasons other
than death,  disability or the willful  disregard of his duties, QO shall pay to
Valley, in accordance with standard QO practices afforded to officers of QO , as
liquidated  damages and not as a penalty,  the highest of an amount equal in the
aggregate to an amount equal to one (1) times Valley's Annual Base Salary at the
time of termination,  less any amounts otherwise paid pursuant to this Agreement
for Base Salary pursuant to Section 3.1.

         In addition,  if in the event of a termination,  Valley's stock options
which are  outstanding as of the date of  termination  shall become fully vested
and exercisable in accordance with the Stock Option Plan.

         Valley  will also  receive the  following  benefit if in the event of a
termination under this Section 5.4: (i) the company shall maintain in full force
and effect for one year from the date of termination, or sooner, until Valley is
employed in a full time  capacity  by another  employer,  all non cash  employee
benefit plans and programs in which Valley participated immediately prior to the
date of termination  provided that Valley's continued  participation is possible
under the general terms and provisions of such plans and programs.  In the event
that Valley's  participation in any such plan or program is barred,  the company
shall  arrange to provide  Valley with benefits  substantially  similar to those
which Valley is entitled to receive under such plans and  programs;  (ii) Valley
will be paid  for any  accrued  any  unused  vacation;  and  (iii)  outplacement
services  will be provided by a firm of Valley's  choosing,  providing  services
comparable  to which would be provided  for a  comparable  level to which Valley
occupies at the time of separation.

            5.5  Termination by Valley for Material Breach or for Good Reason or
for a Change in Control.  Valley shall be entitled to terminate  his  employment
with QO (i) if QO defaults or otherwise  commits a breach of a material  term or
condition of this  Agreement or (ii) for "Good Reason" as defined below or (iii)
upon the occurrence of a "Change in Control."


                                      -4-

<PAGE>

            For purposes of this  Agreement  "Good Reason" shall mean any of the
following:

            1. The assignment to Valley of any duties  inconsistent with, or the
reduction of powers or  functions  associated  with  Valley's  position,  title,
duties,  responsibilities  and status with QO as set forth  herein,  or as later
agreed upon by Valley and QO;

            2. Any removal of Valley from, or any failure to re-elect Valley to,
any position(s) or office(s) Valley held immediately prior to such action;

            3. A reduction by QO in Valley's annual base salary;

            4. QO's transfer of Valley to another geographic  location from this
present  office  location,  except for  required  travel on QO's  business to an
extent  substantially  consistent  with  Valley's  business  travel  obligations
immediately prior to the date hereof;

            5. The  failure by QO to  continue  in effect any  employee  benefit
plan,  program or arrangement  (including,  without  limitation  QO's retirement
plan, life insurance plan,  medical  insurance plan,  disability plan,  deferred
compensation   plan,  or  incentive  plan)  in  which  Valley  is  participating
immediately  prior to the date hereof  (except that QO may institute or continue
plans,  programs or arrangements  providing  Valley with  substantially  similar
benefits);  the taking of any action by QO which would adversely affect Valley's
participation  in or materially  reduce  Valley's  benefits  under,  any of such
plans,  programs or arrangements;  the failure to continue, or the taking of any
action which would  deprive  Valley of any material  fringe  benefit  enjoyed by
Valley immediately prior to the date hereof;

            6. The failure by the company to continue in effect any compensation
plan  provided by the company in which  Valley  participated  on the date hereof
which by itself, or in the aggregate, is material to Valley's total compensation
unless  there  shall have been  instituted  a  replacement  or  substitute  plan
providing comparable remuneration opportunities.

            For purpose of this Agreement,  a "Change in Control" shall mean and
shall be deemed to have occurred,  if at any time during the Employment  Period,
directly or indirectly, in one or a series of transactions:

                                      -5-

<PAGE>

            1. Any person or group (as  defined in  Sections  13(d) and 14(d) or
the Securities Exchange Act of 1934, as amended, (15 U.S.C. 78m(d) and 15 U.S.C.
78(d)  other  than  the  holders  of  record  as of the  effective  date of this
Agreement acquires:

                  (a) More than fifty (50%)  percent of the  outstanding  common
stock of QO or equivalent in voting power of any class or classes of outstanding
securities of QO ordinarily entitled to vote in elections of directors;

                  (b)  Irrevocable  proxies  representing  more than fifty (50%)
percent of any class of voting stock of QO;

                  (c) Any  combination of voting stock and  irrevocable  proxies
representing more than fifty (50%) percent of any class of voting stock of QO;

                  (d) The  ability to control  in any manner the  election  of a
majority of the directors of QO;

            2. Any merger or consolidation of QO into or with another entity has
occurred  and the  holders of a majority  of the voting  stock of the  surviving
entity  shall  not  have  been  shareholders  of QO  immediately  prior  to such
transaction; or

            3. Any transfer or sale of all or substantially all of the assets of
QO has occurred.

            In the event that Valley elects to terminate his employment pursuant
to this Paragraph 5.5, that  termination will be deemed to be the equivalent for
purposes of this Agreement to a "Termination by QO For Reasons Other than Death,
Disability or Willful  Disregard of Duties" within the meaning of Paragraph 5.4,
and QO shall pay the amount provided for in Paragraph 5.4 as liquidated damages.

            5.6 Voluntary Termination by Valley. In the event Valley voluntarily
terminates his employment  with QO, Valley shall be entitled to receive  accrued
and unpaid salary to the date of termination.

         6.  Indemnification.  QO shall indemnify and defend Valley if Valley is
made a party, or threatened to be made a party,  to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by  reason  of the fact  that  Valley  is or was an  officer  or
director  of QO or any of its  affiliates,  in which  capacity  Valley is or was
serving,  against expenses (including  reasonable  attorneys'

                                      -6-


<PAGE>

fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by him in  connection  with such  action,  suit or  proceeding  to the
fullest  extent  and in the  manner set forth in and  permitted  by the  general
corporation law of the state of  incorporation  of QO, and any other  applicable
law, as from time to time in effect.

         7. Effective Date. This Agreement shall become effective on the signing
of this Agreement.

         8. Other Provisions.

            8.1 Guarantee by QO. In consideration of the obligations  undertaken
hereunder by Valley,  QO hereby  guarantees and warrants that, in the event that
QO fails to fulfill  any of its  obligations  hereunder,  QO will be jointly and
severably  liable to Valley for the payment of any damages incurred by Valley as
a result of QO's nonperformance.

            8.2 Entire Agreement.  This Agreement  contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto.

            8.3  Waivers  and  Amendments.  This  Employment  Agreement  may  be
amended, modified, superseded, cancelled, renewed or extended, and the terms and
conditions  hereof may be  waived,  only by a written  instrument  signed by the
parties or, in the case of a waiver, by the party waiving  compliance.  No delay
on the part of any party in exercising any right,  power or privilege  hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any party
of any right, power or privilege  hereunder,  nor any single or partial exercise
of any  right,  power or  privilege  hereunder  preclude  any  other or  further
exercise  thereof  or the  exercise  of any  other  right,  power  or  privilege
hereunder.

            8.4  Severability.  If,  for  any  reason,  any  provision  of  this
Agreement is held invalid,  such invalidity shall not effect any other provision
of this Agreement not held so valid and each such other  provision  shall to the
full  extent  consistent  with law  continue  in full force and  effect.  If any
provision of this Agreement shall be held invalid in part, such invalidity shall
in no way affect the rest of such provision together with all provisions of this
Agreement  shall to the full extent  consistent  with law continue in full force
and effect.

                                      -7-

<PAGE>

            8.5 Governing Law. The parties hereto have relied on New York law in
negotiating this Agreement, which has been negotiated,  prepared and executed in
New York, and it is expressly  agreed that this Agreement  shall be governed and
construed in  accordance  with the laws of the State of New York  applicable  to
agreements made and to be performed entirely within such State.

            8.6  Arbitration.  Any  controversy  or  claim  arising  out of,  or
relating to, this Agreement or the breach thereof,  shall be promptly settled by
arbitration in New York, New York in accordance  with the National Rules for the
Resolution of Employment Disputes of the American Arbitration  Association,  and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof. It is expressly understood that the arbitrator shall have the authority
to grant legal and equitable  relief,  including both  temporary  restraints and
preliminary  injunctive  relief to the same extent as could a court of competent
jurisdiction, and that the arbitrator is empowered to order either side to fully
cooperate  in  promptly   resolving  any  controversies  or  claims  under  this
Agreement.  In the event that QO terminates  Valley for cause as provided for in
Section 5.3, or in the event that QO contends (i) QO terminates Valley for cause
as  provided  for in Section  5.3;  or (ii) QO contends  that a  termination  of
employment by Valley which Valley  contends was a  Termination  by Executive for
Material Breach or for Good Reason or for a Change in Control within the meaning
of Paragraph 5.5 hereunder was a Voluntary  Termination by Executive  within the
meaning  of  Paragraph  5.6,  and in the  further  event  that  Valley  promptly
initiates  arbitration  proceedings to contest that  termination as not properly
for a cause set forth in that  Section  5.3,  for a period of up to a maximum of
six (6) months  pending the  outcome of that  arbitration  (notwithstanding  the
provisions  of that  Section  5.3),  QO  shall  continue  to pay to  Valley  the
compensation provided under Section 3.1, and shall continue to provide to Valley
the benefits set forth in Section 4, and, in turn,  Valley shall not work on his
own  behalf or for any  person,  firm,  corporation,  trust,  joint  venture  or
partnership,  as  an  individual,   partner,  shareholder,   officer,  director,
principal,  agent,  employee,  trustee  or  other  consultant  or in  any  other
relationship or capacity;  provided,  however,  that Valley may own, directly or
indirectly,  solely as an investment,  securities of any person which are traded
on any national  securities exchange or in the over the counter market if Valley
(a) is not a controlling person of, or a member of a group which controls,  such
person or (b) does not,  directly or  indirectly  own 1% or more of any class of
securities of such person.

                                      -8-

<PAGE>


9.       Noncompete;Confidentiality

            (a)  If  Valley's  employment  terminates  by  reason  of  voluntary
resignation  (including an Involuntary  Termination) or for Cause,  Valley for a
period of one (1) year after such termination,  will not (i) solicit,  accept or
perform  directly or  indirectly  any work with,  nor will  Valley,  directly or
indirectly,  engage in,  undertake  planning for or organization of, or have any
interest in (whether as an employee,  officer, director, agent, security holder,
consultant, investor or similar position) any individual, entity or organization
that is engaged in the design, development,  provision or sales and marketing of
any  products or  services  which  directly  compete  with QO or its  affiliates
business,   including,   without  limitation,  any  product  for  the  creation,
compression, storage, retrieval or analysis of relational databases or any other
data  warehousing,  data  mining  and  business  intelligence  products,  or any
products that Valley was directly engaged in with QO  (collectively  "Restricted
Business"),  or (ii) (A) solicit for  employment or other  engagement any person
who is employed by QO or its  affiliates or (B) induce or influence,  any person
who is employed  by the  Company or may be so  employed by QO or its  affiliates
during the one year period following Valley's  termination,  to terminate his or
her employment with QO, without prior written agreement of QO.

            (b) Valley agrees that during his  employment  with QO, he shall not
engage in, own, manage or control,  or participate in the ownership,  management
or control,  directly or indirectly,  of any person, firm,  corporation or other
entity engaged in a Restricted Business anywhere in the United States of America
(the  "Restricted  Area").  Notwithstanding  the  foregoing,  Valley may acquire
shares  representing  not  more  than 5% of the  outstanding  securities  of any
publicly traded company engaged in the Restricted Business.  The covenant not to
compete  contained  in this Section 6 shall be construed as a series of separate
covenant,  one for each state.  If, in any  judicial  proceeding,  a court shall
refuse to enforce any of such separate  covenants,  such unenforceable  covenant
shall be deemed  deleted from this  Agreement to the extent  necessary to permit
the remaining separate covenants not to compete included in this Section 6 to be
enforced.

            (c)  Any  inventions,  processes,  methods,  formulas,


                                      -9-

<PAGE>

discoveries, concepts or ideas or expressions thereof ("Inventions"), whether or
not subject to patent,  copyright,  trademark  or service mark  protection,  and
whether or not reduced to practice,  conceived  or  developed by Valley,  either
solely  or  jointly,  while  employed  by QO or  within  one (1) year  following
termination  of such  employment  which  relate to or result  from the actual or
anticipated business,  research or investigation of QO or which are suggested by
or result from any task  assigned to or  performed by Valley for QO shall be the
sole and exclusive property of QO. Valley hereby assigns to QO and its assignees
the entire right,  title and interest in and to any  Inventions.  Valley without
any additional  consideration  from QO shall sign such other documents as may be
prepared by QO and provide other reasonable assistance to effect the foregoing.

            (d) Valley agrees to protect all of QO's Confidential Information as
provided in this Agreement. (i) Confidential Information shall mean compensation
data,  employee  lists,  financial and legal  information,  marketing  plans and
strategies,   pending  projects  and  proposals,   methods,   concepts,  skills,
techniques,  writings, cases, exercises,  program outlines, business problems or
issues,  organizational  charts  or  other  information  of  possible  use  by a
competitor;  research and development,  technological  data, all proprietary and
tradesecret  information,  actual  and  potential  customer  and  vendor  lists,
documentation,  software, know-how and information relating to the past, present
or future  business of Company or any plans  relating to the  foregoing  and the
confidential and proprietary  information of third parties that do business with
QO and learned  during  Valley's  employment  and shall  include the physical or
electronic embodiment of such information, including but not limited to written,
computer or video  materials,  audio-visual  aids,  customer  lists,  contracts,
reports,  formats, manuals,  memoranda and correspondence.  This Agreement shall
not apply to any Confidential  Information  after it becomes publicly  available
through no fault of Valley.  (ii) Valley  shall not use or disclose  any of QO's
Confidential  Information  without  QO's prior  written  permission,  except for
publicly  available  information.  Valley agrees to hold in  confidence  and not
disclose to third parties, including QO, and not use for Valley's own or other's
benefit,  Confidential Information received from or about third parties under an
obligation  of  confidentiality.  To the extent  that Valley  lawfully  receives
Confidential  Information of third parties in the course of Valley's  employment
with QO,  Valley  may use such  third  party  Confidential  Information  for the
benefit of QO. Valley agrees that he will not, without the written permission of
QO, use QO's  Confidential  Information for any

                                      -10-


<PAGE>

purpose other than in the course of his employment. (iii) Valley represents that
he has no obligations  or commitments  inconsistent  with this  Agreement.  (iv)
Valley agrees to limit disclosure of QO's Confidential Information only to those
other employees,  agents,  contractors and  representatives of QO who reasonably
require such information in the ordinary course of employment.  Valley shall not
discloseQO's  Confidential  Information  to any  third  party  and shall use all
reasonable   safeguards   to  prevent  the   unauthorized   disclosure  of  such
Confidential  Information.  (v) Upon termination of Employee's  association with
QO, Valley agrees to promptly return all materials  containing QO's Confidential
Information  including all extracts and copies  thereof,  to QO and all personal
property QO in his  possession.  (vi) Valley agrees that the remedy at law of QO
would  be  inadequate  as  to  any   unauthorized  use  or  disclosure  of  QO's
Confidential  Information  by Valley and  agrees  that QO shall be  entitled  to
preliminary and permanent injunctions in any court of competent  jurisdiction to
prevent such unauthorized use or disclosure by Valley.


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


      Query Object Systems Corp.

BY:   /s/
      ----------------------------


TITLE: Chairman & CEO                        /s/ Joseph M. Valley, Jr.
---------------------                        -------------------------
                                             JOSEPH M. VALLEY

DATE:________________________           DATE:_________________________



                                      -11-