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                              EMPLOYMENT AGREEMENT


         THIS  AGREEMENT  made  as  of  the  nineteenth  day  of  April,   2001,
(hereinafter  called the  "Commencement  Date"),  by and between  DATA  RESEARCH
ASSOCIATES, INC., a Missouri corporation (hereinafter called the "Employer") and
Katharine W. Kilper,  an  individual  presently  residing at 9164 General  Grant
Lane, St. Louis, Missouri 63123 (hereinafter called the "Employee").

         WHEREAS,  Employee  is  presently  the  Vice  President  and  has  made
significant  contributions to Employer during the term of Employee's employment;
and

         WHEREAS,  Employer  wishes  to  assure  itself  both  of the  continued
availability  of the services of Employee in the event of a "Change of Control,"
(as  defined  in  Schedule  I) and to  assure  itself  of  the  availability  of
Employee's services in the absence of a Change of Control; and

         WHEREAS,  Employee wishes to continue to be employed  subsequent to any
Change of Control and is  agreeable  to the terms of  continued  employment  set
forth herein; and

         WHEREAS,  the parties  believe  that it is to their  mutual  benefit to
enter into this Agreement.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
hereinafter set forth, the parties hereto mutually agree as follows:

         FIRST: EMPLOYMENT OF THE EMPLOYEE.  Employer,  subject to the terms and
provisions and for the term  hereinafter set forth,  hereby employs  Employee to
perform  the  duties  of the Vice  President.  Employer  hereby  represents  and
warrants to Employee that the Board of Directors of Employer (hereinafter called
the  "Board"),  at a meeting  duly held or by  unanimous  written  consent,  has
authorized and approved this  Agreement.  Employee  hereby agrees to perform the
duties described herein faithfully and to the best of Employee's ability.

         SECOND:  DUTIES.  Employee,  as the Vice  President of Employer,  shall
perform  those duties and  responsibilities  required by law and as set forth in
the  Articles of  Incorporation  and Bylaws of Employer  and as may from time to
time be assigned to Employee by the Board in its reasonable  discretion,  and in
such capacity agrees that during the term of employment hereunder, Employee will
devote  substantially  all of  Employee's  working  time  and  attention  to the
business and affairs of Employer.  Notwithstanding the foregoing, Employer shall
not,  without the prior  written  consent of  Employee,  directly or  indirectly
require  Employee  to be based at any  office  or  location  outside  of,  or to
relocate or move from, the St. Louis metropolitan area.

         THIRD: SALARY AND BENEFITS.

          (a) Employer will pay Employee for Employee's services during the term
     of employment  hereunder an annual base rate of  compensation  (hereinafter
     called the "Base  Compensation") of one hundred and fifty six thousand five
     hundred dollars  ($156,500),  which Base  Compensation  shall be payable at
     such intervals as the Employer pays its other senior  executive  employees,
     but in any event,  not less  frequently  than  monthly.  Each  fiscal  year
     (commencing with fiscal year 2001), the Compensation Committee of the Board
     (the  "Compensation  Committee") will set Employee's Base  Compensation for
     that fiscal year,  taking into  account the  performance  of Employee,  the
     total  compensation paid to senior executive  officers of similar companies
     of  comparable  size to that of  Employer  and such  other  factors  deemed
     relevant by the Board, but in no event shall such Base Compensation for any
     annual period be less than the Base  Compensation  set for the  immediately
     preceding annual period.

          (b) Employer may also pay Employee a bonus for each fiscal year during
     the term hereof,  which will be  determined  at the sole  discretion of the
     Board.

          (c) Employer agrees to reimburse Employee for all reasonable  business
     expenses  incurred by  Employee in the  performance  of  Employee's  duties
     hereunder for Employer, which expenses shall be substantiated in accordance
     with the procedures of Employer.

          (d) Employer  shall  provide  Employee,  at Employer's  expense,  with
     health,  accident,  long-term  disability,  major  medical  and such  other
     insurance  coverages as are  generally  available  to the senior  executive
     officers of Employer.

          (e) During each fiscal year of Employer, Employee shall be entitled to
     (5) weeks of paid vacation.

          (f)  Employee  shall  also be  entitled  to  participate  in all other
     insurance and retirement plans, retirement benefits, death benefits, salary
     continuation  benefits,  stock option  plans and other fringe  benefits and
     other  plans  generally  available  for the senior  executive  officers  of
     Employer,  but in no event  shall  such  fringe  benefits  be less than the
     benefits provided to Employee for the immediately  preceding annual period.

          (g)  Employer  shall,  at  Employer's  expense,   furnish  such  other
     executive  prerequisites  at least equal in value to those furnished to the
     senior executive officers of Employer.

         FOURTH: TERM OF EMPLOYMENT.  The initial term of Employee's  employment
under this  Agreement  (hereinafter  called the  "Initial  Term") shall be for a
period commencing on the Commencement Date and continuing until a date two years
from  commencement  date,  unless  sooner  terminated as  hereinafter  provided.
Following the Initial  Term,  this  Agreement  shall  automatically  continue in
effect  for an  additional  term of one  (_1__)  year  (hereinafter  called  the
"Additional Term") unless either party, by written notice delivered to the other
not less than ninety  (90) days prior to the  termination  of the Initial  Term,
indicates  the  intention  not  to  enter  into  the  Additional  Term.  At  the
termination of the Initial Term or the Additional  Term, as the case may be, the
obligation of Employer to pay further compensation or expenses to Employee shall
cease, provided,  however, that any obligations hereunder of either party to the
other party at the time of such termination shall not be affected thereby.

         FIFTH:  TERMINATION.  Employer  shall have the right to terminate  this
Agreement  if any of the  following  events  shall  occur  during the Initial or
Additional Term hereof:

          (a)  Employee's  willful  failure  or refusal  to render  services  as
     required  hereunder  after  written  notice from  Employer and a reasonable
     opportunity   on  the  part  of  Employee  to  correct  any  deficiency  in
     performance  specified  in  such  written  notice  from  Employer,  to  the
     satisfaction  of the Board or as otherwise  required by applicable  law; or

          (b) Acts of fraud,  dishonesty or breach of fiduciary  duty  involving
     personal  profit (in each  instance as  determined by the Board in its sole
     discretion) or the conviction of a felony  committed in connection with the
     business of Employer  shall be grounds for  termination  of this  Agreement
     upon  at  least  two  (2)  days'  prior  written  notice  but  without  the
     opportunity  to cure; or

          (c) The  permanent  disability  of Employee,  which,  for the purposes
     hereof,  shall be deemed to have occurred upon the commencement of benefits
     under  any  policy  maintained  by  the  Company  providing  for  long-term
     disability coverage; or

          (d) The death of Employee.  Except as expressly set forth herein,  the
     obligation of Employer to pay further  compensation or expenses of Employee
     shall cease as of the day on which  termination  under this  Article  FIFTH
     shall occur.

         SIXTH:  CHANGE  OF  CONTROL.  Employer  and  Employee  agree  that  the
following provisions shall immediately and automatically become operational upon
the occurrence of a Change of Control (as defined in Schedule I hereof), without
further action on the part of either Employer or Employee:

          (a) In  the  event  of  the  involuntary  termination  or  significant
     reduction in the  position,  duties or  responsibilities  of Employee,  for
     reasons  other than those  defined in  paragraphs  (a), (b), (c) and (d) of
     Article FIFTH hereof (herein  collectively  referred to as a "Termination")
     Employee shall be entitled to an amount,  payable within sixty (60) days of
     the occurrence of the Termination,  equal to a percentage of the greater of
     the Base Compensation in effect as of the date of such Change of Control or
     such Termination as follows: (i)one hundred and fifty percent (150%) if the
     Termination  occurs  within the first year  following  a Change of Control;
     (ii) seventy-five percent (75%) if the Termination occurs within the second
     year following a Change of Control.

          (b) All  options to  purchase  shares of the common  stock of Employer
     held by Employee  pursuant to a stock  option plan of Employer  (the "Stock
     Options") shall be fully vested and exercisable.

          (c) At the sole  discretion  of the Board,  Employee  may be awarded a
     bonus (the "Special Executive Bonus") on a "grossed up" basis (to take into
     account the taxability for federal income purposes of the Special Executive
     Bonus to the Employee) equal to the amount of federal income tax payable by
     the Employee arising from the vesting of Employee's  interests in the Stock
     Options,  assuming the maximum  statutory  rate of federal  income tax then
     applicable to an individual taxpayer.

         SEVENTH:  INDEMNIFICATION.  Employer shall  indemnify,  defend and hold
harmless  Employee for any and all acts or decisions  made by Employee,  in good
faith,  in connection with the performance by Employee of services for Employer,
which  indemnification shall be to the fullest extent permitted by law. Employer
shall use its best  efforts  to insure  its  obligations  under  this  paragraph
SEVENTH  which  insurance   coverage  shall   expressly   include  all  expenses
(including,  without  limitation,  attorneys'  fees)  actually  and  necessarily
incurred by or on behalf of the Employee in  connection  with the defense of any
suit or proceeding  (including appeals therefrom),  which coverage shall, to the
fullest extent permitted by law, include the cost of out-of-court settlements.

         EIGHTH:  GOVERNING LAW. This Agreement is executed and delivered in the
State of Missouri and shall be construed  and enforced in accordance  with,  and
shall be governed by, the laws of such State.

         NINTH: NOTICE. All notices, requests, consents and other communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  sufficient if delivered by certified or registered mail,  return receipt
requested,  postage  paid,  in the case of  Employee  to  Employee's  last known
address on file with  Employer,  and, in the case of Employer,  to its principal
office. Such notice shall be effective upon deposit in the United States mail or
actual delivery, as the case may be.

         TENTH:  SUMS DUE TO  EMPLOYEE.  If any amount  payable to  Employee  or
vesting  of Stock  Options  pursuant  to  Article  SIXTH,  or  portion  thereof,
constitutes  a  "parachute  payment"  within the meaning of Section  280G of the
Internal  Revenue  Code of 1986,  as amended (the  "Code")  (determined  without
regard to this Article TENTH), then such payment shall be reduced and such Stock
Options shall not vest pursuant to Article  SIXTH,  as determined by Employer in
its sole discretion, to the extent, and only to the extent, necessary to prevent
any such  payment  or  vesting  of  Stock  Options,  or  portion  thereof,  from
constituting a "parachute payment";  provided,  however, that any such reduction
in payments  otherwise  payable pursuant to Article SIXTH or nonvesting of Stock
Options that would  otherwise  vest pursuant to Article SIXTH shall occur if and
only if,  after taking into  account the twenty  percent  (20%) tax set forth in
Section 4999 of the Code, such reduction  and/or  nonvesting  causes Employee to
realize  a  greater  after-tax  benefit  than  Employee  would  realize  if such
reduction  and/or  nonvesting  pursuant to this Article  TENTH had not occurred.
Employee  shall be  entitled  to  "rollover"  any sums  payable  hereunder  into
individual  retirement  accounts  or  similar  entities  to the  fullest  extent
provided by law.

         ELEVENTH:  SEVERABILITY AND  INTERPRETATION.  Whenever  possible,  each
provision of this Agreement and any portion thereof shall be interpreted in such
a  manner  as  to be  effective  and  valid  under  applicable  law,  rules  and
regulations.  If any covenant or other  provision of this  Agreement (or portion
thereof) is invalid,  illegal, or incapable of being enforced,  by reason of any
rule of law rule, regulation,  administrative order, judicial decision or public
policy,   all  other   conditions  and  provisions  of  this  Agreement   shall,
nevertheless,  remain in full force and effect,  and no  covenant  or  provision
shall be deemed  dependent  upon any other  covenant or  provision  (or portion)
unless so expressed herein. The parties hereto desire and consent that the court
or other body making such determination  shall, to the extent necessary to avoid
any  unenforceability,  so  reform  such  covenant,  term,  condition  or  other
provision or portion of this Agreement to the minimum extent  necessary so as to
render the same enforceable in accordance with the intent herein expressed.

         TWELFTH:  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire
agreement between the parties relative to the employment by Employer of Employee
and any and all prior representations,  agreements,  correspondence or memoranda
with respect thereto are superseded hereby.  Notwithstanding  the foregoing this
agreement  does not  affect  the  obligation  of  employee  under  that  certain
Non-Solicitation  and  Non-Competition  Agreement  dated  the  twenty-second  of
October,  1999. No promises,  covenants or  representations  of any character or
nature other than those expressly  stated herein have been made to induce either
party to enter into this Agreement. This Agreement shall not be modified, waived
or  discharged  except in a writing  duly signed by each of the parties or their
permitted assignees, and shall be binding upon, and inure to the benefit of, the
successors of the parties hereto.

         THIRTEENTH:  ASSIGNABILITY.  The  services to be  performed by Employee
hereunder are personal in nature and therefore  Employee shall not assign all or
any portion of  Employee's  right,  or delegate all or any portion of Employee's
obligations,  under this Agreement, and any attempted or purported assignment or
delegation  not  expressly  permitted  by Employer in writing  shall be null and
void, ab initio.

         FOURTEENTH:   SUCCESSORS.   Subject  to  the  provisions  of  paragraph
THIRTEENTH  hereof,  this Agreement shall be binding upon and shall inure to the
benefit  of  Employer  and  Employee  and  their  respective  heirs,  executors,
administrators, legal administrators, successors and assigns.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                                  DATA RESEARCH ASSOCIATES, INC.

                                  EMPLOYER



                                   By: /s/ Michael J. Mellinger
                                      ------------------------------------
                                      Michael J. Mellinger, President and CEO



                                   EMPLOYEE

                                   /s/ Katharine W. Kilper
                                   ---------------------------------------
                                   Katharine W. Kilper


<PAGE>


                                   SCHEDULE I

                         Definition of Change of Control

         A Change of Control shall be deemed to have occurred upon the happening
of any of the following events:

         (a) the  acquisition  by any person of more than 50% of the  Employer's
outstanding  common stock or any other class of stock representing more than 50%
of the aggregate voting power of all classes of stock as a whole; or

         (b)  a  merger  or   consolidation  of  the  Employer  with  any  other
corporation  pursuant to which the resulting aggregate ownership of Employer (or
the parent or surviving corporation resulting from such merger or consolidation)
held by or  attributable  to those  persons  who were  stockholders  of Employer
immediately  prior  to such  merger  or  consolidation  is less  than 50% of the
aggregate  common  stock of  Employer  (or the parent or  surviving  corporation
resulting  from such merger or  consolidation)  outstanding  as a result of such
merger or  consolidation;  the term  "merger"  shall  include  a  reorganization
effected  by means  of a sale of  Employer's  assets  or any  other  substantial
portion of the assets of the Employer; or

         (c)  election  to  the  Board  of  Directors  of  the  Employer  at any
stockholders meeting of any nominee other than a nominee on whose behalf proxies
were  solicited by or on behalf of the incumbent  management or directors of the
Employer; or

         (d)  removal  by the  stockholders  of  all  or  any  of the  incumbent
directors of the Employer other than a removal for cause.