<PAGE>

                 EXECUTIVE EMPLOYMENT AGREEMENT


     THIS EXECUTIVE EMPLOYMENT AGREEMENT is made and entered into on this 2
day of February, 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 JOSEPH D. MOONEY, SR., a Minnesota resident 
(hereinafter "Executive").

                          INTRODUCTION

     A.   Beginning in 1996, Executive was engaged as a consultant to the 
Company and hereby acknowledges that he has received all compensation due him 
for such consulting services.  From and after the Effective Date, Executive 
has been and is presently employed by the Company in the capacity of Chief 
Executive Officer and serves as Chairman of its 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, Company 
stock options and other benefits and perquisites at levels that reflect 
Executive's past contributions and anticipated future contributions to the 
Company.

     E.   Section 3.7 describes the Deferred Employment Bonus that the 
Company previously promised to pay Executive, states the portion thereof paid 
through the date of execution of this Agreement and confirms the Company's 
obligation to pay the balance thereof.

     F.   Articles 5 and 6 describes 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 "Deferred Employment Bonus" has the meaning set forth in Section 
3.7.

     1.13 "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.

     1.14 "Executive" means Joseph D. Mooney.

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

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

     1.17 "1934 Act" shall mean the Securities Exchange Act of 1934, as 
amended (or any successor provision).

     1.18 "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.

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

                                    -3-

<PAGE>

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

     1.21 "Term" means the term of  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 Chief Executive Officer; and shall serve as Chairman 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.

                           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 Two Hundred 
Thousand Dollars ($200,000.00) 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 

                                   -5-

<PAGE>

     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 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.

                                    -6-

<PAGE>

      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 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 DEFERRED EMPLOYMENT BONUS.  To induce Executive to commence 
employment with the Company before this Agreement was executed, the Company 
promised to pay him a deferred employment bonus equal to One Hundred 
Seventy-five Thousand Dollars ($175,000.00), either in cash or in the form of 
Company Stock, whichever he elects after the Company notifies him from time 
to time of the current value of Company Stock that may be used in payment of 
such bonus (the "Deferred Employment Bonus").  Executive and the Company 
hereby acknowledge that the Company has paid (and Executive has accepted) 
$66,000 of such bonus in the form of 20,000 shares of Common Stock issued to 
him in 1997, reducing the unpaid balance of the Deferred Employment Bonus to 
$109,000. The Company hereby confirms that its obligation to pay such unpaid 
balance of the Deferred Employment Bonus remains in effect, is not subject to 
any risk of forfeiture by Executive and shall be performed as follows.

     The balance of the Deferred Employment Bonus remaining unpaid from time 
to time shall be payable in periodic installments of at least $50,000 each, 
without interest, at such times as the Board determines in good faith that 
the Company has that amount of cash available to pay an installment thereof; 
and the entire unpaid balance shall be payable in cash upon the earliest of 
(a) the second anniversary of the Effective Date, (b) the end of the Term, 
(c) the occurrence of any Change in Control, or (d) any earlier payment date 
that may be required by Article 5 or Article 6; provided, however, that 
Executive shall retain the right to request that any such payment be made in 
the form of Common Stock, if he accepts the current valuation of Common Stock 
determined by the Board for such payment.

     3.8 FACILITATOR'S FEE ON SALE.  In the event that, at any time during 
the Term or within one (1) year after Executive's Date of Termination, a 
majority of the Company Stock or substantially all of its assets is sold or 
exchanged in any transaction that results in the receipt, by those Company 
shareholders who sell or exchange their Company Stock in (or as a result of) 
that transaction, of consideration valued at an amount per share of Company 
Stock transferred by them that is equal to or greater than the average 
closing price of the Company Stock traded in the public market during the 
period of twenty (20) consecutive trading days ended on the trading day 
immediately preceding the closing date of such transaction (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), then Executive shall be 
entitled to receive a facilitator's fee in an amount equal to the excess of 
(a) two percent (2%) of the gross amount of such consideration, over (b) One 
Hundred Seventy-five Thousand Dollars ($175,000.00); and such fee 

                                   -7-

<PAGE>

shall be payable by the Company upon the closing of such transaction, in 
addition to any amounts due Executive under Articles 3, 4, 5 and 6 (as a 
result of that transaction or otherwise).

     3.9 LIMITATION ON RIGHT TO DEFERRED COMPENSATION.  The rights of 
Executive, or his beneficiaries or estate, to the unpaid portion of his 
Deferred Employment Bonus or any other  unpaid 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 
his unpaid Deferred Employment Bonus or any other 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 OPTIONS

     4.1 OPTION GRANTS.  Subject to the terms and conditions of this 
Agreement, the Company hereby irrevocably grants to Executive the following 
rights and options (the "Options") 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 each such grant became effective (each of 
such numbers being subject to adjustment as provided in Section 4.8, and each 
of such Options being hereinafter referred to as the First Option or Second 
Option, as applicable):

<TABLE>
<CAPTION>

 Designation of Option          Effective Date of Option Grant    Number of Shares
 ---------------------          ------------------------------    ----------------
<S>                             <C>                                <C>
First Option                         August 7, 1997                        166,666

Second Option                   Execution Date of this Agreement           200,000

Total Option Shares                                                        366,666
</TABLE>

     4.2 PURCHASE PRICES.  The purchase price of the shares of Common Stock 
covered by the First Option shall be One Dollar and Thirteen Cents ($1.13) 
per share.

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

     4.3 VESTING OF OPTIONS.  Executive's right to exercise any or all of the 
Options 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 OPTIONS.  Except as otherwise provided in this 
Agreement, each of the Options 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 

                                    -8-

<PAGE>

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 any of the Options pursuant to Section 
4.3 of this Agreement.  Each of the Options shall terminate and become null 
and void upon the expiration of such 12-month period or, if earlier, upon the 
expiration date of such Option, which shall be the last day of such 5-year 
period.

     4.5 MANNER OF EXERCISE.  Each of the Options may be exercised, in whole 
or in part, by giving written notice to the Company, specifying the Option to 
be exercised and the number of shares of Common Stock to be purchased, and 
accompanied by the full purchase price for such shares.  The purchase price 
shall be payable in United States dollars upon 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 any of the 
Options, 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.  None of the Options 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 any or all of the Options 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, none of the Options may be assigned, transferred (except as 
provided above), pledged or 

                                    -9-

<PAGE>

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 of the Options contrary to the provisions hereof; and any levy of any 
execution, attachment, or similar process upon any of the Options 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 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 Options, 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 Options 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 Options and the shares of 
Common Stock issuable pursuant to each of the Options 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 

                                    -10-

<PAGE>

     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
     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 respective 
terms of the Options 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:

                                   -11-

<PAGE>

          (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

          (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

                                    -12-

<PAGE>

     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 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.

                                      -13-

<PAGE>

     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.

     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 

                                   -14-

<PAGE>

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 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, including without limitation any unpaid
     balance of his Deferred Employment Bonus under Section 3.7.

          (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, (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 and
     (iii) any unpaid balance of his Deferred Employment Bonus under Section
     3.7.

          (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, any amounts to which the Executive is entitled under any Plan
     in accordance with the terms of such Plan and any unpaid balance of his
     Deferred Employment Bonus under Section 3.7.  The Company shall also pay
     any retirement benefits to which Executive is or becomes entitled under
     any Plan or otherwise under Section 3.2.

                                    -15-

<PAGE>

          (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 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.

                                    -16-

<PAGE>

          (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.

                           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;

                                    -17-

<PAGE>

            (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).

          (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 

                                    -18-

<PAGE>

     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;

          (c)  as of the date of the Change in Control Termination, all of
     Executive's Options granted under Section 4.1 shall become entirely vested
     and immediately exercisable, notwithstanding any contrary provisions of
     Section 4.3, except to the extent any of the Options 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 

                                    -19-

<PAGE>

          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

            (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.

                                   -20-

<PAGE>

                           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.

     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.

                                   -21-

<PAGE>

                           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.

     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 

                                  -22-

<PAGE>

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.

     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.

                                   -23-

<PAGE>

     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.

     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 3.2 (relating to any Plan benefits), 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.]

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<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 ______________________________
                              Its _____________________________

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

     EXECUTIVE:               ________________________________
                                   Joseph D. Mooney, Sr.

     Executive's Address:     4100 Lotus Drive
                              Minnetrista, Minnesota 55331



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