QUERYOBJECT SYSTEMS CORPORATION

                              EMPLOYMENT AGREEMENT


         This  Employment  Agreement (the  "Agreement") is made and entered into
effective as of January 1, 1999 (the  "Effective  Date"),  by and between Robert
Thompson (the  "Executive")  and  QueryObject  Systems  Corporation,  a Delaware
company (the "Company").

                                 R E C I T A L S

         The Company and the  Executive  desire to enter into this  Agreement in
order to provide additional financial security and benefits to the Executive, to
encourage the Executive to continue  employment  with the Company and to enhance
the motivation and incentive of the Executive to increase the  profitability  of
the Company.

         In  consideration  of the mutual  covenants  herein  contained,  and in
consideration  of the continuing  employment of Executive with the Company,  the
parties agree as follows:

         1.     Duties and Scope of Employment.

                (a)  Position.  The Company  shall  employ the  Executive in the
position  of  Chief   Executive   Officer  and  President,   with  such  duties,
responsibilities  and  compensation  as in  effect  as of  the  Effective  Date;
provided,  however,  that the Board of Directors  of the Company  (the  "Board")
shall have the right to revise such  responsibilities and compensation from time
to time as the  Board  may  deem  necessary  or  appropriate.  Such  duties  and
responsibilities  shall be commensurate  with the Executive's past practices and
consistent  with his position as Chief  Executive  Officer and  President of the
Company. If any such revision constitutes "Involuntary  Termination"  as defined
in Section 7(d) of this  Agreement,  the Executive shall be entitled to benefits
upon such Involuntary Termination as provided under this Agreement.

                (b)  Obligations.  The Executive  shall devote his full business
efforts and time to the Company and its  subsidiaries.  The foregoing,  however,
shall not preclude the Executive  from engaging in such  activities and services
as do not interfere or conflict with his responsibilities to the Company.

         2. Termination. This Agreement shall continue in force and effect until
the  earliest  of: (i)  December  31,  2001 or (ii) until such time as notice of
non-renewal  or  termination of this Agreement is given in writing by either the
Company or the Executive to the other (the "Termination Event"). The Company and
the  Executive  agree to meet to  negotiate  in good  faith the  renewal of this
Agreement two (2) months prior to the expiration  date of this  Agreement.  This
Agreement may be extended for an additional  period or periods by mutual written
agreement of the Company and the  Executive.  A termination of



<PAGE>

the terms of this  Agreement  where the  parties  are unable to agree to renewal
terms shall not affect the payment or provision of  compensation  or benefits on
account of a termination of employment occurring prior to the termination of the
terms of this Agreement,  nor affect  Executive's right to twelve (12) months of
Base Compensation as severance pay after the termination.

         3.    Compensation and Benefits.

               (a) Base  Compensation.  The Company  shall pay the  Executive as
compensation for services a base salary at the annualized rate of $200,000. Such
salary shall be reviewed at least  annually  and may be  increased  from time to
time.  Such salary shall be paid  periodically in accordance with normal Company
payroll practice. The annual compensation specified in this Section, as adjusted
from time to time,  before  any salary  reduction  under  Section  401(k) of the
Internal  Revenue  Code,  deferred  compensation  plan or agreement or any other
benefit or plan requiring  reduction of salary, is referred to in this Agreement
as "Base Compensation".

               (b) Bonus.  The  Executive  shall be entitled to an annual  bonus
("Targeted  Incentives")  of not  less  than  $100,000  per  year,  based on the
successful  completion  of  certain  objectives  designated  by the Board of the
Company. 1999 Targeted Incentives are outlined in Exhibit A, attached hereto.

               (c) Vacation.  The Executive  shall be entitled to four (4) weeks
of paid vacation per year or such  additional  vacation as may be permitted from
time to time by Company policy.

               (d)  Executive  Benefits.  The  Executive  shall be  eligible  to
participate in the employee  benefit plans and executive  compensation  programs
maintained by the Company of general  applicability  to other key  executives of
the  Company,  including  (without  limitation)  retirement  plans,  savings  or
profit-sharing plans, deferred  compensation plans,  supplemental  retirement or
excess-benefit  plans,  stock option and incentive  plans and life,  disability,
health, accident and other insurance programs, paid vacations, and similar plans
or  programs,  subject  in  each  case to the  generally  applicable  terms  and
conditions  of the plan or program in question and to the  determination  of the
Board or any committee  administering such plan or program.  Participation shall
be  consistent  with the  Executive's  position as Chief  Executive  Officer and
President of the Company.  The Company  shall  reimburse  the  Executive for all
reasonable  business  and  travel  expenses  actually  incurred  or  paid by the
Executive in the performance of services on behalf of the Company, in accordance
with the Company's expense reimbursement policy as in effect from time to time.

         4.    Severance Benefits.

               (a)  Termination of Employment  During Term of Agreement.  If the
Executive's  employment  with the  Company  terminates  during  the term of this
Agreement, then the Executive shall be entitled to receive severance benefits as
follows:

                    (i) Involuntary Termination. If, at any time during the term
of  this  Agreement,  the  Executive's  employment  terminates  as a  result  of
Involuntary  Termination  other  than for  Cause,  Disability  or death,  or the
Company  breaches any of the  material  terms of this  Agreement


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<PAGE>

(either of the  foregoing,  an  "Event"),  the Company  shall pay the  Executive
severance in the amount of one-twelfth  (1/12) of the Base  Compensation  of the
Executive  at the  time  of  such  termination  (without  giving  effect  to any
reduction in Base  Compensation  that resulted in such Involuntary  Termination)
per month, for a period of twelve (12) months.

                    (ii) Voluntary  Resignation;  Termination  for Cause. If the
Executive's  employment  terminates  by  reason  of  the  Executive's  voluntary
resignation  (and is not an  Involuntary  Termination),  or if the  Executive is
terminated  for  Cause,  then the  Executive  shall not be  entitled  to receive
severance or other benefits except for those (if any) as may then be established
(and applicable) under the Company's  then-existing severance and benefits plans
and policies at the time of such termination.

                    (iii)  Disability;  Death.  If the  Company  terminates  the
Executive's  employment  as a  result  of the  Executive's  Disability,  or such
Executive's employment is terminated due to the death of the Executive, then the
Executive  shall not be entitled to receive  severance or other benefits  except
(i)  those  (if any) as may  then be  established  (and  applicable)  under  the
Company's  then-existing  severance and other benefits plans and policies at the
time of such Disability or death, (ii) benefits required by applicable laws, and
(iii) in the case of death,  the  Executive's  salary  for twenty six (26) weeks
payable to the Executive's  surviving spouse, or if the Executive has no spouse,
to the Executive's estate. In the event of termination as a result of Disability
under this Agreement,  the Executive shall be entitled to the benefits  provided
under the Company's  then-existing  disability or extended sick pay plan, for so
long as such Executive continues to be disabled under this Agreement or benefits
otherwise  terminate under such plan,  whether or not the Executive is deemed to
be disabled under such plan.

               (b) Continuing  Benefits.  In the event the Executive is entitled
to severance benefits pursuant to subsection  4(a)(i),  then in addition to such
severance benefits,  the Executive shall receive  Company-paid  health,  dental,
vision,  disability  and life  insurance  coverage as provided to such Executive
immediately prior to the Executive's termination, upon the terms and conditions,
including deductibles and co-payments,  provided in the Company's  then-existing
plans, policies and programs, for a period of twelve (12) months.

               (c) Accrued Salary,  Benefits and Expenses. In addition,  (i) the
Company  shall pay the Executive any unpaid base salary for periods prior to the
Termination  Date;  (ii)  the  Company  shall  pay  the  Executive  all  of  the
Executive's  accrued and unused  vacation  through the Termination  Date;  (iii)
unless the  Executive has  voluntarily  resigned his  employment  (other than an
Involuntary  Termination)  or unless  the  Company  has  terminated  Executive's
employment  for Cause,  Company  shall pay the  proforma  amount of any Targeted
Incentives  from the beginning of the fiscal year to the date to the Termination
Date,  based on percentage of Target  Incentives  achieved,  and (iv)  following
submission  of proper  expense  reports  by the  Executive,  the  Company  shall
reimburse the Executive for all expenses reasonably and necessarily  incurred by
the  Executive  in  connection  with  the  business  of  the  Company  prior  to
termination.  These payments shall be made promptly upon  termination and within
the period of time mandated by law.


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<PAGE>

               (d) Retirement  Plans. In addition to any other retirement rights
to which the  Executive  may be legally  entitled by contract or pursuant to any
plan or  program,  the  Company  shall  pay the  Executive  regularly  scheduled
payments which shall commence on Executive's normal retirement age or earlier if
Executive  elects early  retirement and shall be payable in accordance  with the
Company's  then-existing  retirement  plan,  if any,  determined  as though  the
Executive  continued his  employment  with the Company for an additional  twelve
(12) months  following  the  Termination  Date or until  Executive  has attained
normal retirement age under such Plan, whichever occurs earlier. For purposes of
determining the amount the Executive is to receive the Company shall utilize the
greater of the  Executive's  compensation  as defined under any such  retirement
plan in  effect  on the  date of this  Agreement  for  the  year  including  the
Termination Date.

               (e) Options.  In the event the Executive is entitled to severance
benefits pursuant to subsection 4(a)(i), the Executive's stock options and other
exercise  rights shall remain  exercisable in accordance  with the provisions of
the Stock Option Plan, and, in accordance with Section 4 (f) below.

               (f) Vesting of Benefits. If the Executive's employment terminates
as a result of Involuntary Termination other than Cause,  Disability,  or death,
or if a  Change-of-Control  occurs as defined herein, then any unvested benefits
on the date of termination  or the date of  Change-of-Control,  including  stock
options,  restricted stock,  stock appreciation  rights,  growth units, or other
incentive  compensation,  shall  immediately  accelerate and one hundred percent
(100%) of such unvested benefits shall become fully vested and exercisable.  The
Executive  shall  thereupon  have  fully  vested  rights  to  such  benefits  in
accordance  with the terms of the  applicable  plan or agreement and will have a
period of twelve  (12) months  from the date of  termination  or the date of the
Change-in-Control  to exercise such stock options,  stock  appreciation  rights,
growth units or restricted stock.

               (g)  Deferred  Compensation.  Any  compensation  deferred  by the
Executive shall be subject to the terms and conditions of any applicable plan or
agreement, and shall not be affected or altered by this Agreement.

         5.    Limitation on Payments.  In the event that any payment or benefit
received or to be  received  by the  Executive  pursuant  to this  Agreement  or
otherwise  (collectively  the  "Payments")  would be  subject  to the Excise Tax
imposed by Section  4999 of the Internal  Revenue Code of 1986,  as amended (the
"Code"),  or any similar or successor  provision (the "Excise Tax"), the Company
shall pay to the Executive  within ninety (90) days of the Termination Date (or,
if earlier, within ninety (90) days of the date the Executive becomes subject to
the Excise Tax), an additional amount (the "Gross-Up Payment") such that the net
amount  retained by the  Executive,  after  deduction  of any Excise Tax and any
federal (and state and local) income tax on the Payments,  shall be equal to the
Payments minus all applicable taxes on the Payments. For purposes of determining
whether any of the Payments  will be subject to the Excise Tax and the amount of
Excise Tax,  (i) any other  payments  or benefits  received or to be received in
connection  with  a  Change  of  Control  of  the  Company  or  the  Executive's
termination  of employment  (whether  pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company),  shall be treated as
"parachute payments" within the meaning of Section



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<PAGE>

280G(b)(2)  of the Code or any similar or successor  provision,  and all "excess
parachute  payments"  within  meaning of Section  280G(b)(1)  or any  similar or
successor provision shall be treated as subject to the Excise Tax, unless in the
opinion of tax counsel  selected by the Company such other  payments or benefits
(in  whole or in part) do not  constitute  parachute  payments,  or such  excess
parachute payments (in whole or in part) represent  reasonable  compensation for
services  within  the  meaning of Section  280G(b) or any  similar or  successor
provision of the Code in excess of the base amount within the meaning of Section
280G(b)(3)  or any similar or successor  provision of the Code, or are otherwise
not  subject to Excise  Tax;  (ii) the  amount of the  Payments  which  shall be
treated  as  subject  to the  Excise Tax shall be equal to the lesser of (A) the
total amount of the Payments or (B) the amount of the excess parachute  payments
within the meaning of Section  280G(b)(1) (after applying clause (i) above), and
(iii) the value of any non-cash benefits or an deferred payment or benefit shall
be  determined  by the Company's  independent  auditors in  accordance  with the
principles  of  Section  280G(d)(3)  and  (4)  of  the  Code.  For  purposes  of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income taxes at the highest nominal  marginal rate of federal income
taxation in the calendar  year in which the  Gross-Up  Payment is to be made and
state and local income taxes at the highest nominal marginal rate of taxation in
the state and locality of the Executive's residence on the Termination Date, net
of the maximum  reduction in federal  income taxes which could be obtained  from
deducting  of such  state and local  taxes.  In the event that the Excise Tax is
subsequently  determined to be less than the amount taken into account hereunder
at the time of termination of the  Executive's  employment,  the Executive shall
repay to the Company at the time that the amount of such reduction in Excise Tax
is finally  determined the portion of the Gross-Up Payment  attributable to such
reduction (plus the portion of the Gross-Up  Payment  attributable to the Excise
Tax and federal (and state and local) income tax imposed on the Gross-Up Payment
being repaid by the Executive if such repayment results in a reduction in Excise
Tax and/or a federal (and state and local) income tax  deduction)  plus interest
on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of
the Code.  In the event that the Excise Tax is  determined  to exceed the amount
taken into account  hereunder at the time of the  termination of the Executive's
employment  (including  by reason of a payment the  existence or amount of which
cannot be  determined  at the time of the Gross-Up  Payment),  the Company shall
make an additional Gross-Up Payment in respect of such excess (plus any interest
payable  with respect to such excess) at the time that the amount of such excess
is finally determined.

         6.    Noncompete; Confidentiality

               (a)  If  the  Executive's  employment  terminates  by  reason  of
voluntary  resignation  (including  an  Involuntary  Termination)  or for Cause,
Executive  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
Executive,  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 the Company's 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 the  Executive was directly  engaged in with the
Company (collectively "Restricted Business"), or (ii) (A)




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<PAGE>

solicit for  employment  or other  engagement  any person who is employed by the
Company or (B) induce or influence, any person who is employed by the Company or
may be so  employed by the Company  during the one year  period  following  your
termination,  to terminate his or her employment with the Company, without prior
written agreement of the Company.

               (b) The  Executive  agrees  that during his  employment  with the
Company,  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,
the  Executive  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,  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  Executive,  either  solely or
jointly,  while employed by Company 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 Company or which are  suggested  by or
result from any task  assigned to or performed by Executive for Company shall be
the sole and exclusive property of Company.  Executive hereby assigns to Company
and its assignees the entire right, title and interest in and to any Inventions.
Executive  without any  additional  consideration  from Company  shall sign such
other  documents  as may be prepared by Company  and  provide  other  reasonable
assistance to effect the foregoing.

               (d) Executive agrees to protect all of the Company'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 trade  secret  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
                         Company and learned during  Executive'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



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<PAGE>
                         Information after it becomes publicly available through
                         no  fault  of  Executive.
                   (ii)  Executive   shall  not  use  or  disclose  any  of  the
                         Company's   Confidential    Information   without   the
                         Company's prior written permission, except for publicly
                         available  information.  Executive  agrees  to  hold in
                         confidence and not disclose to third parties, including
                         the Company, and not use for Executive's own or other's
                         benefit,  Confidential  Information  received  from  or
                         about   third    parties   under   an   obligation   of
                         confidentiality.  To the extent that Executive lawfully
                         receives  Confidential  Information of third parties in
                         the course of Executive's  employment  with the Company
                         Executive   may  use  such  third  party   Confidential
                         Information  for the benefit of the Company.  Executive
                         agrees that he will not, without the written permission
                         of  the  Company,   use  the   Company's   Confidential
                         Information for any purpose other than in the course of
                         his employment.
                   (iii) Executive  represents  that  he has no  obligations  or
                         commitments inconsistent with this Agreement.
                    (iv) Executive  agrees to limit  disclosure of the Company's
                         Confidential Information only to those other employees,
                         agents,  contractors and representatives of the Company
                         who reasonably require such information in the ordinary
                         course of employment.  Executive shall not disclose the
                         Company'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 the
                         Company,   Executive  agrees  to  promptly  return  all
                         materials   containing   the   Company's   Confidential
                         Information  including all extracts and copies thereof,
                         to the Company and all personal property of the Company
                         in his possession.
                   (vi)  Executive  agrees that the remedy at law of the Company
                         would  be  inadequate  as to  any  unauthorized  use or
                         disclosure of the Company's Confidential Information by
                         Executive and agrees that the Company shall be entitled
                         to preliminary  and permanent  injunctions in any court
                         of competent  jurisdiction to prevent such unauthorized
                         use or disclosure by Executive.

         7.  Definition  of  Terms.  The  following  terms  referred  to in this
Agreement shall have the following meanings:

               (a) Cause. "Cause" shall mean:

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

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<PAGE>

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

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

                   (iv) Executive  knowingly and  intentionally  breaches in any
material respect the terms of Section 6, above, or any confidentiality agreement
or invention or proprietary information agreement with the Company;

                   (v)  Executive's  commencement  of  employment  with  another
employer while he is an Executive of the Company,  without the Company's written
consent; or

                   (vi)  any  material  breach  by  Executive  of  any  material
provision of this  Agreement  for which a cure is not initiated  within  fifteen
(15) days of notice thereof from the Board to Executive or which remains uncured
for thirty (30) days following such notice.

               (b)  Change  of  Control.  "Change  of  Control"  shall  mean the
occurrence of any of the following events:

                   (i) Any "person" or "group" (as such term is used in Sections
13(d)  and 14(d) of the  Securities  Exchange  Act of 1934,  as  amended)  is or
becomes  the  "beneficial  owner"  (as  defined in Rule  13d-3  under said Act),
directly or indirectly, of securities of the Company representing 50% or more of
the total voting power  represented  by the Company's  then  outstanding  voting
securities; or

                   (ii) The  Company  affects a merger or  consolidation  of the
Company with any other corporation,  other than a merger or consolidation  which
would result in the voting  securities  of the Company  outstanding  immediately
prior thereto  continuing to represent  (either by remaining  outstanding  or by
being converted into voting  securities of the surviving entity) more than fifty
percent (50%) of the total voting power  represented by the voting securities of
the Company or such surviving entity  outstanding  immediately after such merger
or consolidation,  or the Company approves a plan of complete liquidation of the
Company or an  agreement  for the sale or  disposition  by the Company of all or
substantially   all  the  Company's  assets  (other  than  to  a  subsidiary  or
subsidiaries).

               (c)  Disability.  "Disability"  shall mean that the Executive has
been unable to perform his duties under this  Agreement for a period of three or
more  consecutive  months due to  illness,  ccident or other  physical or mental
incapacity.

               (d)  Involuntary  Termination.  "Involuntary  Termination"  shall
include, but not be limited to,


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<PAGE>

                   (i) the  continued  assignment  to Executive of any duties or
the  continued  material  reduction of  Executive's  duties,  either of which is
substantially  inconsistent  with the  level of  Executive's  position  with the
Company, for a period of thirty (30) days after notice thereof from Executive to
the Board of Directors  setting forth in reasonable detail the respects in which
Executive  believes such  assignments or duties are  substantially  inconsistent
with the level of Executive's position;

                   (ii) a reduction in  Executive's  salary (other than any such
reduction applicable to officers of the Company generally);

                   (iii) a  reduction  by the  Company  in the  kind or level of
Executive  benefits (other than salary and bonus) to which Executive is entitled
immediately  prior to such  reduction with the result that  Executive's  overall
benefits package (other than salary and bonus) is materially reduced (other than
any such reduction applicable to officers of the Company generally);

                   (iv) any purported termination of the Executive's  employment
by  the  Company  other  than  for  Cause  or as a  result  of  the  Executive's
Disability;

                   (v) the  failure of the Company to obtain the  assumption  of
this Agreement by any successors contemplated in Section 8 below; or

                   (vi) any  material  breach  by the  Company  of any  material
provision  of this  Agreement  which  continues  uncured  for  thirty  (30) days
following  notice thereof;  provided that none of the foregoing shall constitute
Involuntary Termination to the extent Executive has agreed thereto.

               (e) Termination  Date.  "Termination  Date" shall mean (i) if the
Executive's employment is terminated by the Company for Disability,  thirty (30)
days after notice of  termination  is given to the Executive  (provided that the
Executive shall not have returned to the  performance of the Executive's  duties
on a  full-time  basis  during  such  thirty  (30)  day  period),  (ii)  if  the
Executive's  employment is  terminated  by the Company for any other reason,  30
days from the date on which a notice of  termination  is given,  or (iii) if the
Agreement is  terminated  by the  Executive,  30 days from the date on which the
Executive delivers the notice of termination to the Company.

         8.    Successors.

               (a) Company's  Successors.  Any successor to the Company (whether
direct or  indirect  and  whether by  purchase,  lease,  merger,  consolidation,
liquidation or otherwise) to all or substantially all of the Company's  business
and/or  assets  shall  assume the  obligations  under this  Agreement  and agree
expressly to perform the obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such  obligations
in the absence of a succession.  For all purposes under this Agreement, the term
"Company"  shall include any successor to the Company's  business  and/or assets
which  executes  and  delivers  the  assumption   agreement  described  in  this
subsection  (a) or  which  becomes  bound  by the  terms  of this  Agreement  by
operation of law.

                                      -9-
<PAGE>

               (b) Executive's  Successors.  The terms of this Agreement and all
rights  of the  Executive  hereunder  shall  inure  to the  benefit  of,  and be
enforceable by, the Executive's  personal or legal  representatives,  executors,
administrators, successors, heirs, distributees, devisees and legatees.

         9.    Notice.

               (a) General. Notices and all other communications contemplated by
this  Agreement  shall be in writing and shall be deemed to have been duly given
when personally  delivered or when mailed by U.S.  registered or certified mail,
return  receipt  requested and postage  prepaid.  In the case of the  Executive,
mailed  notices  shall  be  addressed  to him at the home  address  that he most
recently  communicated  to the Company in writing.  In the case of the  Company,
mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its Corporate Secretary.

               (b) Notice of  Termination.  Any  termination  by the Company for
Cause or by the Executive as an Involuntary Termination shall be communicated by
a notice of termination to the other party hereto given in accordance  with this
Agreement. Such notice shall indicate the specific termination provision in this
Agreement  relied  upon,  shall set  forth in  reasonable  detail  the facts and
circumstances  claimed to provide a basis for termination under the provision so
indicated,  and shall specify the termination date (which shall be not more than
30 days after the  giving of such  notice).  The  failure  by the  Executive  to
include in the notice any fact or circumstance which contributes to a showing of
Involuntary  Termination shall not waive any right of the Executive hereunder or
preclude the Executive from asserting such fact or circumstance in enforcing his
rights hereunder.

         10.  Confidentiality.  Except as required by applicable  laws,  neither
party shall disclose the contents of this Agreement  without first obtaining the
prior written consent of the other party, provided,  however, that the Executive
may disclose this Agreement to his attorney,  financial  planner and tax advisor
if such persons agree to keep the terms hereof confidential.

         11.   Miscellaneous Provisions.

               (a) Waiver.  No  provision of this  Agreement  shall be modified,
waived or discharged unless the  modification,  waiver or discharge is agreed to
in  writing  and signed by the  Executive  and by an  authorized  officer of the
Company (other than the Executive).  No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.


                                      -11-
<PAGE>
               (b) Whole Agreement;  Integration. This Agreement and any written
agreements  or other  documents  evidencing  matters  referred to herein and any
written Company  existing plans that are referenced  herein represent the entire
agreement and understanding between the parties as to the subject matter hereof.
No waiver,  alteration,  or  modification,  if any,  of the  provisions  of this
Agreement  shall be  binding  unless in writing  and  signed by duly  authorized
representatives of the parties hereto.

               (c) Choice of Law. The validity, interpretation, construction and
performance of this Agreement  shall be governed by the laws of the State of New
York.  The  parties  hereto  irrevocably   consent  to  the  exclusive  personal
jurisdiction  of the state and federal courts of the County of Nassau,  State of
New York.

               (e)  Severability.  The  invalidity  or  unenforceability  of any
provision  or  provisions  of this  Agreement  shall not affect the  validity or
enforceability of any other provision  hereof,  which shall remain in full force
and effect.

               (f) No  Assignment  of  Benefits.  The  rights  of any  person to
payments or benefits under this Agreement shall not be made subject to option or
assignment,  either by voluntary or  involuntary  assignment  or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process,  and any action in violation of this subsection (f) shall be
void.

               (g)  Employment   Taxes.  All  payments  made  pursuant  to  this
Agreement  will be subject to  withholding  of applicable  income and employment
taxes.

               (h)  Assignment  by  Company.  The  Company may assign its rights
under this  Agreement to an  affiliate,  and an affiliate  may assign its rights
under this  Agreement  to another  affiliate  of the Company or to the  Company;
provided,  however,  that the Company shall remain jointly and severally  liable
under this Agreement,  and provided further, that no assignment shall be made if
the net worth of the  assignee  is less than the net worth of the Company at the
time of assignment. In the case of any such assignment,  the term "Company" when
used in a section of this  Agreement  shall mean the  corporation  that actually
employs the Executive.

               (i) Counterparts. This Agreement may be executed in counterparts,
each of which  shall be  deemed  an  original,  but all of which  together  will
constitute one and the same instrument.

               (j) Legal Fees. In the event that, after a Change of Control, the
Executive  is  required to enforce  this  Agreement  or to procure the  benefits
hereunder through arbitration or litigation,  the Executive shall be entitled to
reasonable legal fees and all out-of-pocket expenses.

               (k)  Interest.  In the event that the  Company  fails to make any
payment hereunder or afford any benefit when due, the Company shall pay interest
at the rate of the publicly-announced  prime rate of interest of Chase Manhattan
Bank or its successor in effect from time to time plus 3%, or the maximum amount
permitted by law, whichever is less.

                                      -11-
<PAGE>


               IN  WITNESS  WHEREOF,  each  of the  parties  has  executed  this
Agreement,  in the case of the Company by its duly authorized officer, as of the
day and year first above written.


"COMPANY"                               QUERYOBJECT SYSTEMS CORPORATION


                                        /s/
                                        ----------------------------------------
                                        Daniel M. Pess, Executive Vice President


"EXECUTIVE"                             ROBERT THOMPSON



                                        /s/
                                        ----------------------------------------

<PAGE>

                                    EXHIBIT A


For fiscal 1999, the Targeted Incentives will include the following components:

                                     Base
                                     Amount
                                     ------
Related to Stock Price               $50,000*
Related to Sales                     $50,000**
                                    $100,000

* If  the  closing  stock  price  of  QueryObject  for  twenty  days  out  of 30
consecutive  trading days  through  April 30, 2000 (the  "Closing  Price") is at
least $1.50, then a $25,000 incentive will be earned. If the Closing Price is at
least $2.50, then a $50,000 incentive will be earned. If the Closing Price is at
least $3.25, then a $75,000 incentive will be earned. If the Closing Price is at
least $4.00,  then a $100,000  incentive will be earned.  The Closing Price must
not decrease by more than 25% from these levels for a period of 30 calendar days
after the measurement point for the incentive to be earned.

** If the  consolidated  sales of QueryObject  for 1999 is less than 85% of Plan
(Plan  is  $3,000,000;  85% is  $2,550,000)  then no  incentive  is  earned.  At
$2,550,000 to $3,000,000  the incentive  rate is 2%. At $3,000,000 to $4,000,000
the incentive rate is 2.5%.  Sales of over $4,000,000 carry an incentive rate of
3%. The following illustrates the incentive;

   Sales Levels                       Rate            Incentive Amount
   ------------                       ----            ----------------
Below $2,550,000                      0                  0
$2,550,000 to $2,999,999              2%                 Up to $60,000
$3,000,000 to $3,999,999              2.5%               Up to $100,000
$4,000,000 and over                   3%                 $120,000 and over

NOTE - If sales are $2,550,000 and the stock price is $2.50, the total incentive
will be  $101,000.  If sales are  $3,000,000  and the stock price is $4.00,  the
total incentive will be $175,000.