<PAGE>

                         EXECUTIVE EMPLOYMENT AGREEMENT


     THIS EXECUTIVE EMPLOYMENT AGREEMENT is made and entered into on this 1st 
day of April, 1998, but effective as of  the 15th day of December, 1996 (the 
"Effective Date"), by and between GREENTREE SOFTWARE, INC., a New York 
corporation with its principal business office in the State of Minnesota 
(hereinafter the "Company"); and JEFF PINKERTON, a Massachusetts resident now 
employed at the Company's Massachusetts production facility (hereinafter 
"Executive").

                                  INTRODUCTION

     A.   From and after the Effective Date, Executive has been and is 
presently employed by the Company in the capacity of President (reporting to 
the Company's Chief Executive Officer) and serves as a member of the 
Company's Board.

     B.   Executive possesses certain unique skills, talents, contacts, 
judgment and knowledge of the Company business, strategies, ethics and 
objectives.

     C.   In order to provide for continuity in the executive management of 
the Company, which continuity is deemed to be vital to the continued growth 
and success of the Company; and in order that the Company may continue to 
avail itself of the unique skills, talents, contacts, judgment and knowledge 
of Executive, the Company desires to ensure the retention of Executive in the 
employ of the Company and to obtain his promises not to harm the Company, as 
set forth in Article 7.

     D.   Executive desires to be assured of a secure tenure with the 
Company; duties and responsibilities commensurate with Executive's education, 
experience and background; and salary, bonus, incentive compensation, a 
Company stock option and other benefits and perquisites at levels that 
reflect Executive's past contributions and anticipated future contributions 
to the Company.

     E.   Articles 5 and 6 describe the severance compensation that the 
Company intends to pay to the Executive if his employment with the Company 
terminates under certain circumstances described therein,  including without 
limitation his employment in connection with a Change in Control (as defined 
below).

                                AGREEMENT

     NOW, THEREFORE, in consideration of the facts recited above, which are a 
part of this Agreement, and the parties' mutual covenants and undertakings 
contained in this Agreement, the Company and Executive agree as follows:

<PAGE>

                                ARTICLE 1
                               DEFINITIONS

     Capitalized terms used in this Agreement shall have their defined 
meaning throughout the Agreement. The following terms shall have the meanings 
set forth below; unless the context clearly requires otherwise.

     1.1  "Agreement" means this Executive Employment Agreement, as from time 
to time amended.

     1.2  "Base Salary" means the total annual cash compensation payable to 
Executive on a regular periodic basis under Section 3.1, without regard to 
any voluntary salary deferrals or reductions to fund employee benefits.

     1.3  "Beneficiary" means the person or persons designated in writing to 
the Company by Executive to receive benefits payable after Executive's death 
pursuant to Sections 3.7 or 3.8.  In the absence of any such designation or 
in the event that all of the persons so designated predecease Executive, 
Beneficiary means the executor, administrator or personal representative of 
Executive's estate.

     1.4  "Board" means the Board of Directors of the Company.

     1.5  "Cause" has the meaning set forth in Section 5.2.

     1.6  "Change in Control" has the meaning set forth in Section 6.1.

     1.7  "Code" shall mean the Internal Revenue Code of 1986, as amended (or 
any successor thereto); and any Treasury Regulations issued thereunder.

     1.8  "Company" means all of the following, jointly and severally:  (a) 
Greentree Software, Inc., (b) any Subsidiary thereof and (c) any Successor 
thereto.

     1.9  "Company Stock" means the voting common stock of the Company.

     1.10 "Confidential Information" means information that is proprietary to 
the Company or proprietary to others and entrusted to the Company; whether or 
not such information includes trade secrets.  Confidential Information 
includes, but is not limited to, information relating to the Company's 
business plans and to its business as conducted or anticipated to be 
conducted, and to its past or current or anticipated products.  Confidential 
Information also includes, without limitation, information concerning the 
Company's research, development, purchasing, accounting, marketing, selling 
and services.  All information that Executive has a reasonable basis to 
consider as confidential shall be Confidential Information, whether or not 
originated by Executive and without regard to the manner in which Executive 
obtains access to this and any other proprietary information of the Company.

                                  -2-

<PAGE>

     1.11 "Date of Termination" has the meaning set forth in Section 5.6(b).

     1.12 "Disability" means the unwillingness or inability of Executive to 
perform the essential functions of his position (with or without reasonable 
accommodation) under this Agreement for a period of eighteen (18) consecutive 
months because of his incapacity due to physical or mental illness, bodily 
injury or disease, if within thirty (30) days after Notice of Termination is 
thereafter given by the Company the Executive shall not have returned to the 
full-time performance of the Executive's duties; provided, however, that if 
Executive (or his legal representative, if applicable) does not agree with a 
determination to terminate his employment hereunder because of Disability, 
the question of Executive's Disability shall be subject to the certification 
of a qualified medical doctor mutually agreed to by the Company and Executive 
(or, in the event of the Executive's incapacity to designate a doctor, the 
Executive's legal representative).  In the absence of such agreement, each 
party shall nominate a qualified medical doctor and the two doctors shall 
select a third doctor, who shall make the determination as to Disability.  
The decision of the designated physician shall be binding upon the parties 
hereto.

     1.13 "Executive" means Jeff Pinkerton.

     1.14 "Good Reason" has the meaning set forth in Section 5.3.

     1.15 "Notice of Termination" has the meaning set forth in Section 5.6(a).

     1.16 "1934 Act" shall mean the Securities Exchange Act of 1934, as 
amended (or any successor provision).

     1.17 "Plan" means any bonus or incentive compensation agreement, plan, 
program, policy or arrangement sponsored, maintained or contributed to by the 
Company; to which the Company is a party or under which employees of the 
Company are covered, including, without limitation, (a) any stock option, 
restricted stock or any other equity-based compensation plan; (b) any annual 
or long-term incentive (bonus) plan; (c) any employee benefit plan, such as a 
thrift, pension, profit sharing, deferred compensation, medical, dental, 
disability income, accident, life insurance, automobile allowance, 
perquisite, fringe benefit, vacation, sick or parental leave, severance or 
relocation plan or policy and (d) any other agreement, plan, program, policy 
or arrangement intended to benefit employees or executive officers of the 
Company.

     1.18 "Subsidiary" means any corporation or other business entity that is 
controlled by the Company.

     1.19 "Successor" has the meaning set forth in Section 8.2(a).

                                   -3-

<PAGE>

     1.20 "Term" means the term of this Agreement and the employment of
Executive under this Agreement, as described in Section 2.3.

                               ARTICLE 2
                      EMPLOYMENT, DUTIES AND TERM

     2.1  EMPLOYMENT.  Upon the terms and conditions set forth in this 
Agreement, the Company hereby employs Executive, and Executive accepts such 
employment as President (reporting to the Company's Chief Executive Officer); 
and shall serve as a member of the Board.  Except as expressly provided 
herein, termination of this Agreement by either party or by mutual agreement 
of the parties shall also terminate Executive's employment by the Company.

     2.2  DUTIES.  During the Term, and excluding any periods of vacation, 
sick, Disability or other leave to which Executive is entitled, Executive 
agrees to devote substantially all of his attention and time during normal 
business hours to the business and affairs of the Company and, to the extent 
necessary to discharge the responsibilities assigned to Executive hereunder 
and under the Company's bylaws, as amended from time to time to use 
Executive's reasonable best efforts to perform faithfully and efficiently 
such responsibilities.

     During the Term, it shall not be a violation of this Agreement for 
Executive to serve on corporate, civic or charitable boards or committees, 
deliver lectures, fulfill speaking engagements or teach at educational 
institutions and manage personal investments, so long as such activities do 
not significantly interfere with the performance of Executive's 
responsibilities as an employee of the Company in accordance with this 
Agreement.  It is expressly understood and agreed that to the extent that any 
such activities have been conducted by Executive prior to the Effective Date, 
the continued conduct of such activities (or the conduct of activities 
similar in nature and scope thereto) subsequent to the Effective Date shall 
not thereafter be deemed to interfere with the performance of Executive's 
responsibilities to the Company. Executive shall comply with the Company's 
policies and procedures; provided, however, that to the extent such policies 
and procedures are inconsistent with this Agreement, the provisions of this 
Agreement shall control.

     2.3  TERM.  Subject to the termination provisions of Article 5, the 
original Term of this Agreement and the employment of Executive under this 
Agreement shall be a five (5) year period commencing on the Effective Date; 
and such Term shall be automatically renewed and such employment continued 
for additional successive one (1) year periods unless terminated by either 
party as provided herein.

     2.4  CERTAIN PROPRIETARY INFORMATION.  If Executive possesses any 
proprietary information of another person or entity as a result of any prior 
employment or relationship, Executive shall honor any legal obligation that 
Executive has with that person or entity with respect to such proprietary 
information.

                                   -4-

<PAGE>

     2.5  OWNERSHIP OF COMPANY PROPERTY.  Executive agrees that all property 
in Executive's possession belonging to Company, including without limitation, 
all documents, reports, manuals, memoranda, computer print-outs, customer 
lists, credit cards, keys, identification, products, access cards, 
automobiles and all other property relating in any way to the business of the 
Company are the exclusive property of the Company, even if Executive 
authored, created or assisted in authoring or creating, such property.  
Executive shall return to the Company all such documents and property 
immediately upon termination of his Company employment or at such earlier 
time as the Company may reasonably request.

     2.6  DISCLOSURE AND ASSIGNMENT OF INVENTIONS AND OTHER WORKS.  Executive 
shall promptly disclose to the Company in writing any and all inventions and 
works of authorship now or hereafter conceived, made, discovered, written or 
created by Executive alone or jointly with another person, group, or entity, 
whether during the normal hours of Executive's employment at the Company or 
on his own time, during the term of this Agreement and for one year after 
termination of this Agreement.  For the purposes of this agreement, 
"inventions" include, but are not limited to: (a) machinery, apparatus, 
products, processes, computer hardware, information systems and software 
(including, without limitation, source code, object code, documentation, 
diagrams and flow charts); and (b) any other discoveries, concepts and ideas, 
whether patentable or not (including, without limitation, processes, methods, 
formulas and techniques, as well as improvements thereof or know-how related 
thereto, concerning any present or prospective activities of the Company).

     Executive shall assign to the Company in writing all of his rights, 
title and interests (of whatsoever kind or nature) in and to all such 
inventions and works of authorship.  Executive shall also give the Company 
all the assistance it reasonably requires in order for the Company to 
perfect, protect, and use its rights to inventions and works of authorship.  
Executive shall sign all applications for patents, and any assignments 
thereof or interest therein, required by the Company in connection therewith; 
and shall also sign all other writings, perform all other acts and supply all 
information that the Company considers necessary or desirable in order to (a) 
transfer or record the transfer of Executive's entire right, title and 
interest in such inventions and works of authorship; and (b) enable the 
Company to obtain exclusive patent, copyright or other legal protection for 
such inventions and works of authorship.  The Company shall bear any 
reasonable expenses in this regard.

     Executive understands and agrees that nothing in this Agreement shall 
require the Company to accept Executive's assignment or other conveyance of 
any interest in any invention or patent or to prosecute any patent 
application or other proceeding, other than as Company may desire in its sole 
discretion.

     2.7  ADDITIONAL EXCLUSIONS.  Schedule A to this Agreement describes all 
inventions and works of authorship (if any) that Executive owns or controls, 
and such items shall be excluded from the operation of Section 2.6 of this 
Agreement.  Executive represents that the  inventions and works of authorship 
described on Schedule A (if any) were conceived, made, written or created by 
him prior to employment with the Company, its subsidiaries or affiliates.  
Other than any inventions and works of authorship described in Schedule A, 
Executive represents that he does not own or control 

                                  -5-

<PAGE>

rights in any inventions or works of authorship and Executive warrants and 
covenants that he shall not assert any such rights against the Company.

                                ARTICLE 3
                    COMPENSATION, BENEFITS AND EXPENSES

     3.1  BASE SALARY.  Subject to Section 5.7(a), during the Term and for as 
long thereafter as may be required by Articles 5 and 6, the Company shall pay 
Executive a Base Salary at an annual rate that is not less than One Hundred 
Fifty Thousand Dollars ($150,000.00) or such higher annual rate as may from 
time to time be approved by the Board, such Base Salary to be paid in 
substantially equal regular periodic payments in accordance with the 
Company's regular payroll practices.  If Executive's Base Salary is increased 
from time to time during the Term, the increased amount shall become the Base 
Salary for the remainder of the Term and for as long thereafter as may be 
required by Articles 5 and 6, subject to any subsequent increases.

     3.2  OTHER COMPENSATION AND BENEFITS.  During the Term and for as long 
thereafter as may be required by Articles 5 and 6:

          (a)    the Company shall continue in full force and effect all 
     Plans in which Executive is participating as of the Effective Date or in 
     which Executive becomes entitled to participate after the Effective Date 
     (or Plans providing Executive with at least substantially similar 
     benefits) other than as a result of the normal expiration of any such 
     Plan accordance with its terms as in effect as of the Effective Date or 
     the date as of which Executive first becomes entitled to participate in 
     such Plan, as the case may be; and

          (b)  the Company shall not take or omit to take any action that 
     would adversely affect Executive's continued participation in any such 
     Plan on at least as favorable a basis to Executive as is the case on the 
     Effective Date or the date as of which Executive first becomes entitled 
     to participate in such Plan, as the case may be; or that would 
     materially reduce Executive's benefits in the future under any such Plan 
     or deprive Executive of any material benefit enjoyed by Executive as of 
     the Effective Date or the date as of which Executive first becomes 
     entitled to participate in such Plan, as the case may be; provided, 
     however, that

          (c)  the Company may in its sole discretion amend or terminate any 
     Plan that provides benefits generally to employees in addition to its 
     executive officers and, if it does so in a way that has a materially 
     adverse effect on Executive, the Company shall provide Executive with a 
     separate benefit arrangement that substantially maintains for him the 
     benefits otherwise reduced or eliminated by such amendment or 
     termination, to the extent permitted by applicable law and insurance 
     underwriting practices.

     Executive shall also be entitled to participate in or receive benefits 
under any Plan made available by the Company in the future to its executives 
and key management employees, subject to and on a basis consistent with the 
terms, conditions and overall administration of such Plans and

                                   -6-

<PAGE>

the preceding provisions of this Section 3.2.  Nothing paid to Executive 
under any Plan presently in effect or made available in the future shall be 
deemed to be in lieu of the Base Salary, bonuses, incentives or compensation 
of any other nature otherwise payable to Executive.

     3.3  VACATION.  For the 1997 calendar year and each subsequent calendar 
year that begins during the Term, and for each calendar year thereafter as 
may be required pursuant to Articles 5 and 6, Executive shall be entitled to 
at least twenty (20) paid vacation days, pro-rated for any partial calendar 
year. The time or times at which such vacation days are to be taken shall be 
reasonably determined by Executive consistent with Executive's duties and 
obligations under this Agreement. Any such vacation days that are unused at 
the end of any calendar year may be carried over and used in a subsequent 
calendar year, in addition to the vacation days earned in such subsequent 
year; provided, however, that if the number of such unused vacation days 
exceeds forty (40) days at the end of any calendar year, such excess vacation 
days shall be forfeited. The value of any accrued vacation days that remain 
unused upon Executive's Date of Termination shall be payable by the Company 
to him in cash pursuant to Articles 5 and 6.

     3.4  BUSINESS EXPENSES AND INDEMNIFICATION.  During the Term and as for 
as long thereafter as may be required by Articles 5 and 6, the Company shall, 
in accordance with, and to the extent of, its uniform policies in effect from 
time to time, pay or reimburse all ordinary and necessary business expenses 
incurred by Executive in performing Executive's duties as an executive 
officer and director of the Company, including without limitation all travel 
and living expenses while away from home on business in the service of the 
Company, home telephone expenses, social and civic club membership and 
participation expenses and entertainment expenses; provided, however, that 
Executive accounts promptly for such expenses to the Company in the manner 
reasonably prescribed from time to time by the Company.  To facilitate 
payment of such expenses, Executive shall be furnished with the use of a 
corporate credit card.

     The Company shall pay Executive's reasonable attorneys' fees and 
expenses incurred in connection with drafting and negotiating this Agreement.

     To the fullest extent permitted by applicable law, Executive shall have 
no personal liability to the Corporation or its shareholders for any breach 
of fiduciary duty or other duties as an officer, employee or director of the 
Company.  The Company shall defend and indemnify Executive, to the fullest 
extent permitted by applicable law, against any claim, damages, loss, costs 
or expenses (including fees of experts and attorneys employed by him) 
resulting from any alleged breach of duty.

     3.5  AUTOMOBILE ALLOWANCE.  During the Term and for as long thereafter 
as may be required by Articles 5 and 6, the Company shall pay Executive a 
cash automobile allowance equal to Six Hundred Fifty Dollars ($650.00) 
monthly, payable in the same manner as his Base Salary.

     3.6  OFFICE AND FACILITIES.  During the Term, the Company shall furnish 
Executive with (a) office space at least equivalent in size, quality, 
furnishings and in other respects to the office 

                                   -7-

<PAGE>

space provided him as of the Effective Date; and (b) full-time secretarial 
service, together with such other reasonable facilities and services as are 
suitable, necessary and appropriate for his position.

     3.7  LIMITATION ON RIGHT TO DEFERRED COMPENSATION.  The rights of 
Executive, or his beneficiaries or estate, to any deferred compensation under 
this Agreement shall be solely those of an unsecured creditor of the Company. 
Neither Executive nor any of his beneficiaries or estate shall be entitled to 
assign or transfer (except to the Company) any right to receive any part of 
any deferred compensation amounts hereunder and, in the event of any attempt 
to assign or transfer any of such amounts, the Company shall have no further 
liability hereunder for such amounts.

                                 ARTICLE 4
                                STOCK OPTION

     4.1  OPTION GRANT.  Subject to the terms and conditions of this 
Agreement, the Company hereby irrevocably grants to Executive the following 
right and option (the "Option") to purchase all or any part of the aggregate 
number of shares of Company Stock of the Company set forth in the following 
table, opposite the date such grant became effective (such number being 
subject to adjustment as provided in Section 4.8):

<TABLE>
<CAPTION>


 Effective Date of Option Grant     Number of Shares
 ------------------------------     ----------------
<S>                                 <C>
Execution Date of this Agreement            200,000
</TABLE>

     4.2  PURCHASE PRICE. The purchase price of the shares of Common Stock 
covered by the Option shall be One Dollar ($1.00) per share.

     4.3  VESTING OF OPTION.  Executive's right to exercise all or any 
portion of the Option is entirely vested and may be exercised as provided in 
this Agreement, at any time before such Option expires pursuant to this 
Agreement.

     4.4  EXPIRATION OF OPTION.  Except as otherwise provided in this 
Agreement, the Option shall be exercisable for five (5) years from the 
effective date of its grant as stated in the table set forth in Section 4.1; 
provided, however, that in the event that Executive ceases to be employed by 
the Company, for any reason or no reason, with or without Cause, Executive or 
his legal representative shall have no more than twelve (12) months from his 
Date of Termination to exercise all or any portion of the Option pursuant to 
Section 4.3 of this Agreement.  The Option shall terminate and become null 
and void upon the expiration of such 12-month period or, if earlier, upon the 
expiration date of the Option, which shall be the last day of such 5-year 
period.

     4.5  MANNER OF EXERCISE.  The Option may be exercised, in whole or in 
part, by giving written notice to the Company, specifying that the Option is 
being exercised and specifying the number of shares of Common Stock to be 
purchased, and accompanied by the full purchase price 

                                    -8-

<PAGE>

for such shares.  The purchase price shall be payable in United States 
dollars upon any exercise of the Option and may be paid in any of the 
following ways:

          (a)  by delivery of cash, uncertified or certified check, bank draft;

          (b)  by a written offer to release the Company from its obligation to
     pay Executive (or, if he has died, the Option holder) a specified amount
     and type of unpaid cash compensation earned by Executive and otherwise
     payable as of the date of such exercise,  that is equal to the purchase
     price, except that such offer shall not include any amount of such
     compensation that must be withheld by the Company to cover withholding
     taxes required by applicable law, pursuant to Section 4.10 or otherwise;

          (c)  by delivery of shares of Common Stock in payment of all or any
     part of the purchase price, which shares shall be valued for this purpose
     at the Fair Market Value (as determined under Section 4.11) as of the date
     such Option is exercised; or

          (d)  by instructing the Company to withhold from the shares of Common
     Stock issuable upon exercise of the Option, shares of Common Stock, in
     payment of all or any part of the purchase price, which shares shall be
     valued for this purpose at their then Fair Market Value or in such other
     manner as may be authorized from time to time by the Company.

     4.6  RIGHTS AS OPTION HOLDER.  Executive, as holder of the Option, shall 
not have any of the rights of a shareholder with respect to the shares 
covered by such Option, except to the extent that one or more certificates 
for such shares shall be delivered to him upon the due exercise of all or any 
part of such Option.

     4.7  LIMITATIONS ON OPTION TRANSFERABILITY.  No portion of the Option 
shall be transferable otherwise than by will, other testamentary instrument 
or the laws of descent and distribution; and each Option may be exercised, 
during the lifetime of Executive, only by Executive; provided, however, that 
during his lifetime Executive may assign  all or any portion of the Option as 
follows:  (a) to his spouse or one or more of his children or other 
descendants (or any combination thereof); or (b) any trust for the primary 
benefit of Executive or any of the foregoing individuals.  More particularly 
(but without limiting the generality of the foregoing), except as permitted 
by the preceding sentence, no portion of the Option may be assigned, 
transferred (except as provided above), pledged or hypothecated in any way; 
shall not be assignable by operation of law and shall not be subject to 
execution, attachment, or similar process.  Any attempted assignment, 
transfer, pledge, hypothecation or other disposition of any portion of the 
Option contrary to the provisions hereof; and any levy of any execution, 
attachment, or similar process upon any  portion of the Option shall be null 
and void and without effect.

     Executive acknowledges that any transfer of an Option that is permitted 
by the preceding paragraph may be a taxable event to the extent required by 
applicable tax law, to the extent of any 

                                  -9-

<PAGE>

consideration received by Executive, or any obligation of Executive that is 
satisfied, in connection with such transfer.

     4.8  ADJUSTMENT.  In the event of any merger, consolidation or 
reorganization of the Company with any other corporation or corporations, 
there shall be substituted for each of the shares of Common Stock then 
subject to the Option, the number and kind of shares of stock or other 
securities to which the holders of the shares of Common Stock will be 
entitled pursuant to such transaction.  In the event of any recapitalization, 
stock dividend, stock split, combination of shares, issuance of additional 
shares without the Employer's receipt of fair consideration in cash or 
property (as determined by the Board pursuant to applicable law), or any 
other change in the Common Stock that would have a similar effect, the number 
of shares of Common Stock then subject to the Option shall be adjusted in 
proportion to the change in outstanding shares of Common Stock.  In the event 
of any such adjustments, the purchase prices of the Option and the shares of 
Common Stock issuable pursuant to the Option shall be equitably adjusted as 
and to the extent appropriate, in the discretion of the Board, to provide 
Executive with the same relative rights before and after such adjustment.

     4.9  ADDITIONAL CONDITION.  Notwithstanding anything in this Agreement 
to the contrary:

          (a)  the Company may, if it shall determine it necessary or 
     desirable for any reason, at the time of the issuance of any shares of 
     Common Stock pursuant to an Option, require Executive, as a condition to 
     the receipt of shares of Common Stock issued pursuant thereto, to 
     deliver to the Company a written representation of present intention to 
     acquire the shares of Common Stock issued pursuant thereto for his own 
     account for investment and not for distribution; and

          (b)  if at any time the Company further determines, in its sole 
     discretion, that the listing, registration or qualification (or any 
     updating of any such document) of the shares of Common Stock issuable 
     pursuant thereto is necessary on any securities exchange or under any 
     federal or state securities or blue sky law, or that the consent or 
     approval of any governmental regulatory body is necessary or desirable 
     as a condition of, or in connection with the issuance of shares of 
     Common Stock pursuant thereto, or the removal of any restrictions 
     imposed on such shares, such shares of Common Stock shall not be issued 
     or such restrictions shall not be removed, as the case may be, in whole 
     or in part, unless such listing, registration, qualification, consent or 
     approval shall have been effected or obtained free of any conditions not 
     acceptable to the Company.

     4.10 WITHHOLDING.

          (a)  The Company shall have the right to withhold from any payments 
     made under this Agreement, or to collect as a condition of payment, any 
     taxes required by law to be withheld.  At any time when Executive is 
     required to pay to the Company an amount required to be withheld under 
     applicable income tax laws in connection with the issuance of Common 
     Stock upon exercise of an Option, Executive may satisfy this obligation 
     in whole

                                   -10-

<PAGE>

     or in part by electing (the "Election") to have the Company withhold 
     from the shares of Common Stock to be issued having a value up to the 
     amount required to be withheld.  The value of the shares to be withheld 
     shall be based on the Fair Market Value of the Common Stock on the date 
     that the amount of tax to be withheld shall be determined ("Tax Date").

          (b)  Each Election must be made prior to the Tax Date.  The Company 
     may disapprove of any Election or may suspend or terminate the right to 
     make Elections.  An Election is irrevocable.

          (c)  An Election must comply with all of the requirements of the 1934
     Act .

     4.11 DEFINITION OF FAIR MARKET VALUE.  Whenever "Fair Market Value" of 
Common Stock shall be determined for purposes of this Article 4, it shall be 
equal to the average trading price per share of Common Stock in the public 
market during a period of twenty (20) consecutive trading days, based on the 
average closing price for those days; provided, however, that if no Company 
Stock is traded on any trading day in such 20-day period, the closing price 
per share for that day shall be deemed to be the closing price per share on 
the last day on which Company Stock was traded.

     4.12 GENERAL.  The Company shall at all times during the term of the 
Option reserve and keep available such number of shares of Common Stock as 
will be sufficient to satisfy the requirements of this Article 4.

                              ARTICLE 5
                          EARLY TERMINATION

     5.1  EARLY TERMINATION.  Subject to the respective continuing 
obligations of the parties under Articles 6 and 7, this Article 5 sets forth 
the terms for early termination of Executive's employment under this 
Agreement before any Change in Control occurs.

     5.2  TERMINATION BY THE COMPANY FOR CAUSE.  The Company may terminate 
this Agreement for Cause.  For purposes of this Agreement, "Cause" means any 
of the following, with respect to Executive's position of employment with the 
Company:

          (a)  an act or acts of personal dishonesty by Executive that is or 
     are intended to result in substantial personal enrichment of Executive 
     at the material expense of the Company;

          (b)  repeated violations by Executive of his obligations under 
     Section 2.2  (for reasons other than his Disability), which violations 
     are demonstrably willful and deliberate on Executive's part and are not 
     remedied within a reasonable period after Executive's receipt of notice 
     of such violations from the Company; or

                                   -11-

<PAGE>

          (c)  the willful engaging by Executive in illegal conduct that is
     materially and demonstrably injurious to the Company.

     For purposes of this Section 5.2, no act, or failure to act, on 
Executive's part shall be considered "dishonest" "willful" or "deliberate" 
unless done, or omitted to be done, by Executive in bad faith and without 
reasonable belief that Executive's action or omission was in or not opposed 
to, the best interest of the Company. Any act, or failure to act, based upon 
authority given pursuant to a resolution duly adopted by the Board or based 
upon the advice of counsel for the Company shall be conclusively presumed to 
be done, or omitted to be done, by Executive in good faith and in the best 
interests of the Company.  Furthermore, the term "Cause" shall not include 
ordinary negligence or failure to act, whether due to an error in judgment or 
otherwise, if Executive has exercised substantial efforts in good faith to 
perform the duties reasonably assigned or appropriate to the position.

     Notwithstanding the foregoing, Executive shall not be deemed to have 
been terminated for Cause unless and until there shall have been delivered to 
Executive a copy of a resolution duly adopted by the affirmative vote of not 
less than three quarters of the entire membership of the Board, at a meeting 
of the Board called and held for the purpose (after reasonable notice to 
Executive and an opportunity for Executive, together with Executive's 
counsel, to be heard before the Board), finding that in the good faith 
opinion of the Board, Executive was guilty of the conduct set forth above in 
this Section 5.2 and specifying the particulars thereof in detail.  Executive 
shall not be entitled to vote as a member of the Board on any such resolution.

     5.3  TERMINATION BY EXECUTIVE FOR GOOD REASON.  Executive may terminate 
his employment under this Agreement for Good Reason in accordance with the 
following provisions of this Section 5.3. Termination by Executive for "Good 
Reason" shall mean termination of employment based on any one or more of the 
following:

          (a)  An adverse involuntary change in Executive's status or 
     position as an executive officer of the Company or as Chairman of the 
     Board, including, without limitation, (i) any adverse change in 
     Executive's status or position as a result of a material diminution in 
     Executive's duties, responsibilities or authority as of the Effective 
     Date (or any status or position to which Executive may be promoted after 
     the date hereof); (ii) the assignment to Executive of any duties or 
     responsibilities that, in Executive's reasonable judgment, are 
     inconsistent with Executive's status or position; or (iv) any removal of 
     Executive from, or any failure to reappoint or reelect Executive to, 
     such positions (except in connection with a termination of Executive's 
     employment for Cause in accordance with Section 5.2 hereof or as a 
     result of his Disability or death in accordance with Section 5.4 hereof);

          (b)  A reduction by the Company in Executive's Base Salary as in 
     effect as of the Effective Date or as the same may be increased from 
     time to time; or a change in the eligibility requirements or performance 
     criteria under any Plan under which Executive is 

                                  -12-

<PAGE>

     covered as of the Effective Date, which adversely affects Executive and 
     is not substantially cured as provided in Section 3.2;

          (c)  Without replacement (as provided in Section 3.2) by a Plan 
     providing benefits to Executive equal to or greater than those 
     discontinued, the failure by the Company to continue in effect, within 
     its maximum stated term, any Plan in which Executive is participating as 
     of the Effective Date or the taking of any action by the Company that 
     would adversely affect Executive's participation or materially reduce 
     Executive's benefits under any Plan;

          (d)  The taking of any action by the Company that would materially 
     adversely affect the physical conditions existing as of the Effective 
     Date in or under which Executive performs his employment duties;

          (e)  The Company's requiring Executive to be based anywhere other 
     than where Executive's office is located as of the Effective Date, 
     except for required travel on the Company's business to an extent 
     substantially consistent with the business travel obligations that 
     Executive undertook on behalf of the Company as of the Effective Date;

          (f)  The failure by the Company to obtain from any Successor an
     assumption of this Agreement as contemplated by Section 8.2;

          (g)  Any purported termination by the Company of this Agreement or 
     the employment of the Executive, that is not expressly authorized by 
     this Agreement; or any breach of this Agreement by the Company other 
     than an isolated, insubstantial and inadvertent failure not occurring in 
     bad faith and which is remedied by the Company within a reasonable 
     period after the Company's receipt of notice thereof from the Executive; 
     or

          (h)  Any refusal by the Company to continue to allow Executive to 
     attend to matters or engage in activities not directly related to the 
     business of the Company that, prior to the Effective Date or any time 
     thereafter but prior to such refusal, Executive was permitted by the 
     Board to attend to or engage in.

     5.4  TERMINATION IN THE EVENT OF DEATH OR DISABILITY.  The Term, and 
Executive's employment under this Agreement, shall end in the event of 
Executive's death or  Disability, as the applicable Date of Termination.

     5.5  TERMINATION BY MUTUAL AGREEMENT.  The parties may terminate 
Executive's employment under this Agreement at any time by mutual written 
agreement; and the Term shall end as of such Date of Termination.

                              -13-

<PAGE>

     5.6  NOTICE OF TERMINATION; DATE OF TERMINATION; EMPLOYMENT OFFER.

          (a)  For purposes of this Agreement, a "Notice of Termination" 
     shall mean a notice that shall indicate the specific termination 
     provisions in this Agreement relied upon and shall set forth in 
     reasonable detail the facts and circumstances claimed to provide the 
     basis for such termination. Any purported termination by the Company or 
     by Executive pursuant to this Article 5 (other than his death or a 
     termination by mutual agreement pursuant to Section 5.5) shall be 
     communicated by written Notice of Termination to the other party hereto.

          (b)  For purposes of this Agreement, "Date of Termination" shall 
     mean: (i) if Executive's employment is terminated due to death, the last 
     day of the month first following the month during which Executive's 
     death occurs; (ii) if Executive's employment is to be terminated for 
     Disability, thirty (30) calendar days after Notice of Termination is 
     given; (iii) if Executive's employment is terminated by the Company for 
     Cause or by Executive for Good Reason, the date specified in the Notice 
     of Termination; (iv) if Executive's employment is terminated by mutual 
     agreement of the parties, the date specified in such agreement; or (v) 
     if Executive's employment is terminated for any other reason, the date 
     specified in the Notice of Termination, which in no event shall be a 
     date earlier than ninety (90) calendar days after the date on which a 
     Notice of Termination is given, unless an earlier date has been 
     expressly agreed to by Executive in writing either in advance of, or 
     after, receiving  such Notice of Termination; provided, however, if 
     within thirty (30) calendar days after giving of a Notice of Termination 
     the recipient of the Notice of Termination notifies the other party that 
     a dispute exists concerning the termination, then the Date of 
     Termination shall be the date on which the dispute is finally 
     determined, whether by mutual written agreement of the parties, by final 
     and binding arbitration or by final judgment, order or decree of a court 
     of competent jurisdiction (the time for appeal therefrom having expired 
     or no appeal having been perfected).  During the pendency of any such 
     dispute and until the dispute is resolved in the manner provided in the 
     immediately preceding sentence, the Company will continue to pay 
     Executive all compensation and benefits to which he was entitled 
     pursuant to Articles 3 and 4 immediately prior to the time the Notice of 
     Termination is given.

     If this Agreement is terminated other than by reason of (a) the 
expiration of the original 5-year Term; (b) Executive's Disability or death; 
(c) Executive's termination for Cause pursuant to Section 5.2, which 
termination for Cause has been agreed to by Executive or has been determined 
in a proceeding as provided in Section 8.3 to have been proper; or (d) by 
mutual agreement of the parties pursuant to Section 5.5, Executive may, but 
shall not be required to, not later than ten (10) days after the Date of 
Termination, provide a written offer of continued employment with the Company 
in accordance with the terms of this Agreement which terms shall, in the case 
of a termination by Executive for Good Reason pursuant to Section 5.3, 
include the Company taking any such steps as way be necessary to eliminate in 
a manner reasonably satisfactory to Executive any conditions which created 
the Good Reason for such termination. Within ten (10) days of its receipt of 
such offer, the Company shall provide Executive with a written acceptance or 
rejection of such offer.  Failure of the Company to so accept or reject such 
offer within such period shall be deemed to be a rejection of such offer.  
The parties hereby acknowledge that Executive's failure to provide 

                                 -14-

<PAGE>

such offer to the Company shall in no way impair, affect or constitute a 
waiver of Executive's right to enforce the Company's obligations under this 
Agreement; and the Company shall not assert such failure as a defense in any 
action or proceeding by Executive to enforce the Company's obligation under 
this Agreement.

     5.7  COMPENSATION UPON TERMINATION, DEATH OR DURING DISABILITY.

          (a)  During any period that Executive fails to perform Executive's
     duties hereunder as a result of his incapacity due to physical or mental
     illness included in the definition of Disability, Executive shall continue
     to receive all Base Salary and other compensation and benefits to which
     Executive is otherwise entitled under this Agreement and any Plan through
     Executive's Date of Termination.

          (b)  If Executive's employment under this Agreement is terminated 
     on account of Disability or death, the Company shall, within five (5) 
     calendar days following the Date of Termination, pay any amounts due to 
     Executive for Base Salary through the Date of Termination, together with 
     any other unpaid and pro rata amounts to which Executive is entitled as 
     of the Date of Termination pursuant to Articles 3 and 4, including 
     without limitation (i) any amounts which Executive is entitled under any 
     Plan in accordance with the terms of such Plan, and (ii) a pro rata 
     portion (prorated through the Date of Termination) of any annual or 
     long-term bonus or incentive payments (for performance periods in effect 
     at the Date of Termination) to which Executive would have been entitled 
     had Executive remained continuously employed through the end of such 
     performance periods and continued to perform Executive's duties in the 
     same manner as performed immediately prior to the Executive's death or 
     Disability.

          (c)  If Executive's employment under this Agreement is terminated 
     by the Company for Cause or by Executive for other than Good Reason, the 
     Company shall pay Executive his Base Salary through the Date of 
     Termination and any amounts to which the Executive is entitled under any 
     Plan in accordance with the terms of such Plan.  The Company shall also 
     pay any retirement benefits to which Executive is or becomes entitled 
     under any Plan or otherwise under Section 3.2.

          (d)  If Executive's employment under this Agreement is terminated 
     by the mutual agreement of the parties under Section 5.5, the Company 
     shall provide Executive with the compensation benefits described in 
     paragraph (b) of this Section 5.7, except as otherwise specified in that 
     agreement.

          (e)  If, in breach of this Agreement, the Company terminates 
     Executive's employment hereunder (it being understood that a purported 
     termination for Disability or for Cause which is disputed and finally 
     determined not to have been proper shall be a termination by the Company 
     in breach of this Agreement), or if Executive terminates his employment 
     hereunder for Good Reason during the unexpired original 5-year Term, 
     unless earlier 

                                  -15-

<PAGE>

     terminated pursuant to Section 5.4 or Section 5.5, the Company shall, as 
     damages for such breach:

            (i)     make the payments described in paragraph (b) of this 
          Section 5.7;

            (ii)    continue to pay any amounts due to Executive for Base 
          Salary in accordance with Section 3.1, at the annual rate in effect 
          thereunder immediately prior to the Date of Termination (but 
          determined without regard to any purported reduction in Base Salary 
          which gave rise to such termination of employment) in the same 
          manner as if Executive had remained continuously employed for a 
          period of twenty-four (24) months after the Date of Termination;

            (iii)   cause Executive's continued participation in all Plans in 
          accordance with Section 3.2, as if Executive remained continuously 
          employed with the Company throughout the 24-month period described 
          above for all purposes, including without limitation all grants, 
          awards, accruals and vesting thereunder; provided, that, if such 
          continued participation is not permissible under applicable law, 
          the Company shall at its sole cost and expense provide Executive 
          with benefits substantially similar to those to which Executive 
          would have been entitled for such period under those Plans in which 
          Executive's continued participation is not permissible;

            (iv)    continue to (A) provide Executive with paid vacation in 
          accordance with Article 3; (B) bear business expenses of Executive 
          in accordance with Article 3, with respect to matters reasonably 
          undertaken by Executive on behalf of the Company; (C) provide 
          Executive with the automobile allowance described in Article 3; and 
          (D) provide Executive with offices and facilities in accordance 
          with Article 3 and in the same manner as if Executive had remained 
          continuously employed throughout the 24-month period described 
          above; and

            (v)     pay any retirement and death benefits to which Executive 
          is or became entitled pursuant to Section 3.2, without regard to 
          whether any such compensation or benefits referred to in clauses 
          (i) through (iv) of this subparagraph (e) constitute excess 
          parachute payments for purposes of section 280G of the Code.

          (f)  Executive shall not be required to mitigate the Company's 
     payment obligations under this Section 5.7 by making any efforts to 
     secure other employment for which Executive is reasonably qualified by 
     education, experience or background; provided, however that if, during 
     any 24-month period in which Executive is entitled to receive his Base 
     Salary under paragraph (e)(ii) of this Section 5.7, Executive commences 
     substantially full-time employment with any other employer, the 
     Company's obligation to make such Base Salary payments shall be reduced 
     to the extent of any compensation earned by Executive from the other 
     employer for such period, regardless of when such compensation is 
     payable.  If Executive accepts any such employment during any such 
     period, he shall provide to the Company written documentation of his 
     compensation from each new employer for such period and, if he does not 
     do so, such compensation shall be presumed to exceed his Base Salary for 
     the period of such employment.

                                  -16-

<PAGE>

                                    ARTICLE 6
                                CHANGE IN CONTROL

     6.1  DEFINITIONS RELATING TO A CHANGE IN CONTROL.  The following terms 
shall have the meanings set forth below; unless the context clearly requires 
otherwise:

          (a)  "Beneficial Ownership" by a person or group of persons shall 
     be determined in accordance with Regulation 13D (or any similar 
     successor regulation) promulgated by the Securities and Exchange 
     Commission pursuant to the 1934 Act.  Beneficial Ownership of an equity 
     security may be established by any reasonable method, but shall be 
     presumed conclusively as to any person who files a Schedule 13D report 
     with the Securities and Exchange Commission reporting such ownership.

          (b)  "Change in Control" of the Company shall mean that any of the 
     following has occurred:

            (i)     any person (as defined in sections 3 (a) (9) and 13(d)(3) 
          of the 1934 Act) becomes entitled to Beneficial Ownership, directly 
          or indirectly, of twenty-five percent (25%) or more of combined 
          voting power of the Company's outstanding equity securities then 
          entitled to vote for directors; provided, however, that if any such 
          person is now entitled to Beneficial Ownership of twenty-five 
          percent (25%) or more of such voting power as of the date of 
          execution of this Agreement, the present existence of such 
          ownership shall not constitute a "Change in Control" unless such 
          person changes in identity or composition or the same person 
          becomes entitled to Beneficial Ownership, directly or indirectly, 
          of fifty percent (50%) of such voting power;

            (ii)    the occurrence, within any twelve (12) month period 
          during the Term, of a change in the Board with the result that the 
          Incumbent Members no longer constitute a majority of the Board;

            (iii)   the shareholders of the Company approve an agreement to 
          merge or consolidate with or into another corporation, but only if 
          such transaction results in an immediate change in the Board as 
          described in clause (ii); and, if the Board does not so change, the 
          resulting entity shall be deemed a Successor and shall thereafter 
          be liable for all of the Company's obligations hereunder; or

            (iv)    an agreement to sell or otherwise dispose of all or 
          substantially all of the Company's assets (including a plan of 
          liquidation).

                                   -17-

<PAGE>

          (c)  "Incumbent Members," with respect to any period, shall mean 
     the members of the Board on the date immediately preceding the 
     commencement of such period; provided, however, that any person becoming 
     a member of the Board during such period whose election or nomination 
     for election was supported by a majority of the Board members who, on 
     the date of such election or nomination for election, comprised the 
     Incumbent Members shall be considered one of the Incumbent Members with 
     respect to such period.

          (d)  "Change in Control Termination" shall mean that a Change in 
     Control of the Company has occurred, and either of the following events 
     also occurs within the period beginning six (6) months immediately 
     before such Change in Control and ending two (2) years after such Change 
     in Control: (i) the Company terminates the Executive's employment or 
     this Agreement for any reason other than for Cause, his death or his 
     Disability (it being understood that a purported termination for 
     Disability or for Cause that is finally determined not to have been 
     proper shall not be a termination for Disability or for Cause); or (ii) 
     Executive terminates his employment for Good Reason, and any termination 
     by Executive of his employment for any reason during the thirty (30) day 
     period immediately following such Change in Control shall be deemed to 
     be for Good Reason.

     6.2  BENEFITS UPON A CHANGE IN CONTROL TERMINATION.    If a Change in 
Control Termination occurs with respect to Executive, he shall be entitled to 
the following benefits; provided, however, that to the extent he has already 
received the same type of benefits under Article 5 as a result of his Change 
in Control Termination, his benefits under this Section 6.2 shall be reduced 
to prevent duplication of benefits hereunder:

          (a)  all of the payments and benefits that Executive would have 
     been entitled to receive if the Change in Control Termination were 
     described in Section 5.7(e), except that in lieu of any further Base 
     Salary payments to Executive for periods subsequent to the Date of 
     Termination, the Company shall pay to Executive an amount equal to the 
     product of (i) the sum of (A) Executive's annual Base Salary in effect 
     as of the Date of Termination and (B) the amount that otherwise would be 
     earned under any executive compensation Plan in which Executive is then 
     participating for the year in which occurs such Date of Termination, 
     assuming all such funds under such Plan had been earned, multiplied by 
     (ii) the number 2.99; such payment to be made in a lump sum on or before 
     the fifth calendar day following the Date of Termination;

          (b)  for a period of not less than twenty-four (24) months 
     following Executive's Date of Termination, the Company will reimburse 
     Executive for all reasonable expenses incurred by him (but not including 
     any arrangement by which Executive prepays expenses for a period of 
     greater than thirty (30) days) in seeking employment with another 
     employer, including the fees of a reputable out placement organization;

                                    -18-

<PAGE>

          (c)  as of the date of the Change in Control Termination, all of 
     the Option granted to Executive under Section 4.1 shall become entirely 
     vested and immediately exercisable, notwithstanding any contrary 
     provisions of Section 4.3, except to the extent any portion of the 
     Option has already become vested, been exercised or expired according to 
     the terms of this Agreement;

          (d)  if the payments provided under paragraph (b) above in lieu of 
     continuing Base Salary (the "Contract Payment") or any other portion of 
     the Total Payments (as defined in paragraph (i) below) will be subject 
     to the tax (the "Excise Tax") imposed by section 4999 of the Code, the 
     Company shall pay Executive on or before the fifth calendar day 
     following the Date of Termination, an additional amount (the "Gross-Up 
     Payment") such that the net amount retained by Executive, after 
     deduction of any Excise Tax on the Contract Payment and such other Total 
     Payments and any federal and state and local income tax and Excise Tax 
     upon the payment provided for by this paragraph (d), shall be equal to 
     the Contract Payment and such other Total Payments.  For purposes of 
     determining whether any of the payments will be subject to the Excise 
     Tax and determining the amount of such Excise Tax, the following rules 
     shall apply:

            (i)     any other payments or benefits received or to be received 
          by Executive in connection with a Change in Control or Executive's 
          termination of employment, whether payable pursuant to the terms of 
          this Agreement or any other plan, arrangement or agreement with the 
          Company, its Successors, any person whose actions resulted in a 
          Change in Control or any corporation affiliated (or which, as a 
          result of the completion of a transaction causing a Change in 
          Control, will become affiliated) with the Company within the 
          meaning of Section 1504 of the Code (together with the Contract 
          Payment, the "Total Payments") shall be treated as "parachute 
          payments" within the meaning of section 280G(b) (2) of the Code; 
          and all "excess parachute payments" within the meaning of section 
          280G(b) (1) shall be treated as subject to the Excise Tax, unless 
          in the opinion of tax counsel selected by the Company's independent 
          auditors and acceptable to Executive the Total Payments (in whole 
          or in part) do not constitute such parachute payments, or such 
          excess parachute payments (in whole or in part) represent 
          "reasonable compensation" for services actually rendered within the 
          meaning of section 280G(b)(4) of the Code either in their entirety 
          or in excess of the "base amount" within the meaning of section 
          280G(b)(3) of the Code, or are otherwise not subject to the Excise 
          Tax;

            (ii)    the amount of the Total Payments that shall be treated as 
          subject to the Excise Tax shall be equal to the lesser of (A) the 
          total amount of the Total Payments or (B) the amount of excess 
          parachute payments within the meaning of section 280G(b)(l) (after 
          applying paragraph (i) above); and

                                    -19-

<PAGE>

            (iii)   the value of any non-cash benefits or any deferred 
          payment or benefit shall be determined by the Company's independent 
          auditors in accordance with the principles of sections 280G(d)(3) 
          and (4) of the Code.

          For purposes of determining the amount of the Gross-Up Payment, 
     Executive shall be deemed to pay federal income taxes at the highest 
     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 marginal rate of taxation in the state and locality of 
     Executive's residence on the Date of Termination, net of the maximum 
     reduction in federal income taxes that could be obtained from deduction 
     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 as of the Date of Termination, 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 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 
     applicable rate provided in section 1274(d) of the Code.  In the event 
     that the Excise Tax is determined to exceed the amount taken into 
     account hereunder as of the Date of Termination (including by reason of 
     any 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 at the time that the amount 
     of such excess is finally determined.

     Executive shall not be required to mitigate the Company's payment 
obligations under this Section 6.2 by making any efforts to secure other 
employment for which Executive is reasonably qualified by education, 
experience or background; and Executive's commencement of employment with 
another employer shall not reduce the obligations of the Company pursuant to 
this Section 6.2.

                                 ARTICLE 7
                   CONFIDENTIAL INFORMATION AND COMPETITION

     7.1  CONFIDENTIAL INFORMATION.  Executive shall not, during the Term or 
subsequent to the termination of Executive's employment under this Agreement, 
use or disclose, other than in connection with Executive's employment with 
the Company, any Confidential Information to any person not employed by the 
Company or not authorized by the Company to receive such Confidential 
Information, without the prior written consent of the Company. Executive will 
use reasonable and prudent care to safeguard and protect and prevent the 
unauthorized use and disclosure of Confidential Information. The obligations 
contained in this Section 7.1 will survive for as long  as the Company in its 
sole judgment considers the information to be Confidential Information.

                                  -20-

<PAGE>

     The obligations under this Section 7.1 will not apply to any 
Confidential Information that is now or becomes generally available to the 
public through no fault of Executive or to Executive's disclosure of any 
Confidential Information required by law or judicial or administrative 
process.

     7.2  NON-COMPETITION.  Subject to Sections 7.3 and 7.4, Executive agrees 
that, during the Term and for a period of one (1) year following his 
termination of Company employment for any reason, Executive will not directly 
or indirectly, alone or as an officer, director, shareholder, partner, 
member, employee or consultant of any other corporation or any partnership, 
limited liability company, firm or other business entity, engage in any 
business or commercial activity in competition with any part of the Company's 
business as conducted during the Term or as of Executive's Date of 
Termination or with any part of the Company's contemplated business with 
respect to which Executive has Confidential Information governed by Section 
7.1.  For purposes of this paragraph, "shareholder" shall not include 
beneficial ownership of less than five percent (5%) of the combined voting 
power of all issued and outstanding voting securities of a publicly held 
corporation whose stock is traded on a major stock exchange or quoted on 
NASDAQ.

     7.3  COMPETITION AFTER EARLY TERMINATION. Notwithstanding Section 7.2, 
if Executive's employment terminates under circumstances which entitle him to 
receive damages for breach of this Agreement pursuant to Section 5.7(e) or 
benefits under Section 6.2, and the Company fails to provide Executive with 
any compensation or benefits due him pursuant to Section 5.7(e) or Section 
6.2 and does not remedy such failure within ten (10) days after receipt of 
notice of such failure from Executive, the restrictions set forth in Section 
7.2 shall cease to apply to Executive for the remainder of the period to 
which such restrictions would otherwise apply, notwithstanding any subsequent 
remedy of such failure by the Company.

     7.4  OPTION TO REVISE.  At its sole option, the Company may, by written 
notice given to Executive within thirty (30) days after his Date of 
Termination, waive or limit the time and/or geographic area in which 
Executive is prohibited from engaging in competitive activity under Section 
7.2.

                                 ARTICLE 8
                            GENERAL PROVISIONS

     8.1  NO ADEQUATE REMEDY. Notwithstanding Sections 5.7 and 6.2, the 
parties declare that it is impossible to accurately measure in money the 
damages which wilt accrue to either party by reason of a failure to perform 
any of the obligations under this Agreement. Therefore, if either party 
institutes any action or proceeding to enforce the provisions hereof, other 
than a claim by Executive for a payment pursuant to Section 5.7 or 6.2, the 
party against whom such action or proceeding is brought hereby waives the 
claim or defense that such party has an adequate remedy at law, and such 
party shall not assert in any such action or proceeding the claim or defense 
that such party has an adequate remedy at law.

                                   -21-

<PAGE>

     8.2  SUCCESSORS AND ASSIGNS.  

          (a)  For purposes of this Agreement, "Successor" shall mean any 
     corporation, individual, group, association, partnership, limited 
     liability company, firm, venture or other entity or person that, 
     subsequent to the date hereof, succeeds to the actual or practical 
     ability to control (either immediately or with the passage of time), or 
     substantially all of the Company and/or the Company's business and/or 
     assets, directly or indirectly, by merger, consolidation, 
     recapitalization, purchase, liquidation, redemption, assignment, similar 
     corporate transaction, operation of law or otherwise.

          (b)  This Agreement shall be binding upon and inure to the benefit 
     of any Successor of the Company and each Subsidiary, and any such 
     Successor shall absolutely and unconditionally assume all of the 
     Company's and any Subsidiary's obligations hereunder. Upon Executive's 
     written request, the Company will seek to have any Successor, by 
     agreement in form and substance satisfactory to Executive, assent to the 
     fulfillment by the Company of their obligations under this Agreement.  
     Failure to obtain such assent at least three (3) business days prior to 
     the time a person or entity becomes a Successor (or where the Company 
     does not have at least three (3) business days advance notice that a 
     person or, entity may become a Successor, within one (1) business day 
     after having notice that such person or entity may become or has become 
     a Successor) shall constitute Good Reason for termination by Executive 
     of employment pursuant to Section 5.3.

          (c)  This Agreement and all rights of Executive hereunder shall 
     inure to the benefit of and be enforceable by Executive's personal or 
     legal representatives, executors, administrators, successors, heirs, 
     distributees, devisees and legatees and any assignees permitted 
     hereunder. If Executive should die while any amounts would still be 
     payable to Executive hereunder if Executive had continued to live, all 
     such amounts, unless otherwise provided herein, shall be paid in 
     accordance with the terms of this Agreement to Executive's devise, 
     legatee or other designee or, if there be no such designee, to 
     Executive's estate.  Executive may not assign this Agreement, in whole 
     or in any part, without the prior written consent of the Company.

     8.3  DISPUTES.  Any dispute, controversy or claim for damages arising 
under or in connection with this Agreement shall, in Executive's sole 
discretion, be settled exclusively by such judicial remedies as Executive may 
seek to pursue or by arbitration in Minneapolis, Minnesota by a panel of 
three (3) arbitrators in accordance with the Commercial Arbitration Rules of 
the American Arbitration Association (as then in effect for expedited 
proceedings).  Notwithstanding the foregoing, no disputant shall be required 
to seek arbitration regarding any cause of action that would entitle such 
disputant to injunctive relief.  Each of the disputants shall be entitled to 
present evidence and argument to the arbitrators.  The arbitrators shall have 
the right only to interpret and apply the provisions of this Agreement 
(including other applicable agreements) and may not change any of such 
provisions.  The arbitrators shall permit reasonable pre-hearing discovery of 
facts, to the extent necessary to establish a claim or a defense to a claim, 
subject to supervision by the arbitrators.

                                   -22-

<PAGE>

     The determination of the arbitrator shall be conclusive and binding upon 
the parties and judgment may be entered on the arbitrators' award by any 
court having competent  jurisdiction thereof; provided, however; that 
Executive shall be entitled to seek specific performance of Executive's right 
to be paid until the Date of Termination during the pendency of any dispute 
or controversy arising under or in connection with this Agreement. The 
Company shall bear all costs and expenses, including attorney's fees, arising 
in connection with any arbitration proceeding pursuant to this Section 8.3. 
The Company shall be entitled to seek an injunction or restraining order in a 
court of competent jurisdiction to enforce the provisions of Article 7.

     8.4  LITIGATION EXPENSE.  If any party is made or shall become a party 
to any litigation (including arbitration) commenced by or against the other 
party involving the enforcement of any of the rights or remedies of such 
party, or arising on account of a default of the other party in its 
performance of any of the other party's obligations hereunder, then the 
prevailing party in such litigation shall receive from the other party all 
costs incurred by the prevailing party in such litigation, plus reasonable 
attorneys' fees to be fixed by the court or arbitrator (as applicable), with 
interest thereon from the date of judgment or arbitrator's decision at the 
rate of ten percent (10%) or, if less, the maximum rate permitted by law.

     8.5  NO OFFSETS.  In no event shall any amount payable to Executive 
pursuant to this Agreement be reduced for purposes of offsetting, either 
directly or indirectly any indebtedness or liability of Executive to the 
company.

     8.6  NOTICES.  All notices, requests and demands given to or made 
pursuant hereto shall, except as otherwise specified herein, be in writing 
and be personally delivered or mailed postage prepaid, registered or 
certified U. S. mail, to any party as its address set forth on the last page 
of this Agreement. Either party may, by notice hereunder, designate a changed 
address. Any notice hereunder shall be deemed effectively given and received: 
(a) if personally delivered, upon delivery; or (b) if mailed, on the 
registered date or the date stamped on the certified mail receipt.

     8.7  CAPTIONS.  The various headings or captions in this Agreement are 
for convenience only and shall not affect the meaning or interpretation of 
this Agreement.  When used herein, the terms "Article" and  "Section" mean an 
Article or Section of this Agreement, except as otherwise stated.

     8.8  GOVERNING LAW.  The validity, interpretation, construction, 
performance, enforcement and remedies of or relating to this Agreement, and 
the rights and obligations of the parties hereunder, shall be governed by the 
substantive laws of the State of Minnesota (without regard to the conflict of 
laws rules or statutes of any jurisdiction), and any and every legal 
proceeding arising out of or in connection with this Agreement shall be 
brought in the appropriate courts of the State of Minnesota, each of the 
parties hereby consenting to the exclusive jurisdiction of said courts for 
this purpose.

                                   -23-

<PAGE>

     8.9  CONSTRUCTION.  Wherever possible, each provision of this Agreement 
shall be interpreted in such manner as to be effective and valid under 
applicable law, but if any provision of this Agreement shall be prohibited by 
or invalid under applicable law, such provision shall be ineffective only to 
the extent of such prohibition or invalidity without invalidating the 
remainder of such provision or the remaining provisions of this Agreement.

     8.10 WAIVER.   No failure on the part of either party to exercise, and 
no delay in exercising, any right or remedy hereunder shall operate as a 
waiver thereof; nor shall any single or partial exercise of any right or 
remedy hereunder preclude any other or further exercise thereof or the 
exercise of any other right or remedy granted hereby or by any related 
document or by law

     8.11 MODIFICATION.  This Agreement may not be modified or amended except 
by written instrument signed by the parties hereto.

     8.12 ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement 
and understanding between the parties hereto in reference to all the matters 
herein agreed upon.  This Agreement replaces in full all prior employment 
agreements or understandings of the parties hereto, and any and all such 
prior agreements or understandings are hereby rescinded by mutual agreement.

     8.13 SURVIVAL.  The parties expressly acknowledge and agree that the 
provisions of this Agreement which by their express or implied terms extend 
(a) beyond the termination of Executive's employment hereunder, including 
without limitation Sections 2.6 and 2.7 (concerning inventions and other 
works), Section 3.2 (relating to any Plan benefits), Section 5.7 (relating to 
severance compensation) and Section 6.2 (relating to effects of a Change in 
Control); or (b) beyond the termination of this Agreement, including, without 
limitation Article 7 (relating to confidential information and 
non-competition), shall continue in full force and effect notwithstanding 
Executive's termination of employment hereunder or the termination of this 
Agreement, respectively.

             [The balance of this page is intentionally left blank.]

                                   -24-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Executive 
Employment Agreement to be duly executed and delivered on the day and year 
first above written, but effective retroactively as of the Effective Date.

     COMPANY:                 GREENTREE SOFTWARE, INC.


                              By   /s/ Joseph D. Mooney, Sr.
                                 --------------------------------
                                   Joseph D. Mooney, Sr.
                                   its Chief Executive Officer

     Company's Address:       7901 Flying Cloud Drive, Suite 150
                              Eden Prairie, Minnesota 55344 


     EXECUTIVE:                     /s/ Jeff Pinkerton
                                 --------------------------------
                                   Jeff Pinkerton

     Executive's Address:     41 Indian Brook Road
                              Ashland, MA 01721

     The undersigned member of the Board of the Company hereby certifies that 
this Agreement has been duly approved by resolutions of the Board, without 
the participation by the Executive who is party to this Agreement.

                                    /s/ Brad Markowitz
                             ------------------------------------
                                   Brad Markowitz, Director



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