EMPLOYMENT AGREEMENT


         This Employment  Agreement (the "Agreement") by Innova Solutions,  Inc.
(the  "Company"),   a  wholly-owned   subsidiary  of  Cotelligent   Group,  Inc.
("Cotelligent"),  and Susan E. Trice  ("Employee")  is hereby  entered  into and
effective as of the 28 day of June,  1996,  ("Effective  Date").  This Agreement
hereby supersedes any other employment agreements or understandings,  written or
oral, among the Company, Cotelligent and Employee.

                                 R E C I T A L S

         WHEREAS,  as of the date of this  Agreement,  the  Company  is  engaged
primarily  in  the  business  of  providing  computer  consulting  and  contract
programming services; and

         WHEREAS, as of the date of this Agreement, Employee is the owner of all
the issued and  outstanding  capital  stock of Innova  Solutions,  Inc., a Texas
corporation ("Innova"), and for several years has been the president, secretary,
treasurer and sole director of Innova; and

         WHEREAS,  as of the date of this Agreement,  the Company,  is acquiring
all  the  capital  stock  of  Innova  pursuant  to  the  statutory  merger  of a
wholly-owned  subsidiary  of the  Company  with and into Innova and as a result,
Innova will be operated as a subsidiary of the Company; and

         WHEREAS, the assets, business and goodwill of Innova have in large part
been  developed  over a period of years and sustained by the efforts,  knowledge
and skill of Employee; and

         WHEREAS, in order to facilitate,  and as a condition to, the closing of
the merger  agreement  between the Company,  Innova and Employee,  Employee must
enter  into  this  Agreement  with  the  Company,   including  the  non-complete
provisions contained herein; and

         WHEREAS,   Employee  is  employed   hereunder   by  the  Company  in  a
confidential relationship wherein Employee, in the course of her employment with
the  Company,  has and will  continue  to  become  familiar  with  and  aware of
information as to the Company's and Cotelligent's customers,  specific manner of
doing business,  including the processes,  techniques and trade secrets utilized
by the Company and Cotelligent,  and future plans with respect  thereto,  all of
which has been and will be  established  and  maintained at great expense to the
Company and Cotelligent;  this information is a trade secret and constitutes the
valuable goodwill of the Company and Cotelligent; and

         WHEREAS,  the Company  desires to assure itself that the experience and
skill of Employee will remain available to the Company or its successors;

         Therefore,  in consideration of the mutual promises,  terms,  covenants
and conditions set forth herein and the performance of each, it is hereby agreed
as follows:


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<PAGE>

                               A G R E E M E N T S

1.       Employment and Duties.

          a.   The  Company  hereby  employs  Employee  as  President.  As such,
               Employee  shall  have  responsibilities,   duties  and  authority
               reasonably  accorded  to and  expected  of a  President  and will
               report  directly to the Board of  Directors  of the Company  (the
               "Board").  Employee hereby accepts this employment upon the terms
               and conditions  herein  contained and, subject to paragraph 1(c),
               agrees to devote her time,  attention  and efforts to promote and
               further the business of the Company.

          b.   Employee  shall  faithfully  adhere to,  execute  and fulfill all
               lawful policies established by the Company.

          c.   Employee shall not, during the term of her employment  hereunder,
               be  engaged  in any other  business  activity  pursued  for gain,
               profit or other pecuniary  advantage if such activity  interferes
               with  Employee's  duties  and  responsibilities   hereunder.  The
               foregoing  limitations  shall  not be  construed  as  prohibiting
               Employee from making personal  investments in such form or manner
               as will neither  require her services in the operation or affairs
               of the companies or  enterprises  in which such  investments  are
               made nor violate the terms of paragraph 3 hereof.

2.  Compensation.  For all  services  rendered by  Employee,  the Company  shall
compensate Employee as follows:

          a.   Base Salary.  Effective on the  Effective  Date,  the base salary
               payable to  Employee  shall be  $150,000  per year,  payable on a
               regular basis in accordance with the Company's  standard  payroll
               procedures  but not less  than  monthly.  On at  least an  annual
               basis, the Board will review Employee's  performance and may make
               increases to such base salary if, in its  reasonable  discretion,
               any such increase is warranted.  Such recommended increase would,
               in  all  likelihood,  require  approval  by the  Board  or a duly
               constituted committee thereof.

          b.   Incentive Bonus Plan. For fiscal year 1996 and subsequent  fiscal
               years,   Employee   shall  be  eligible  to  participate  in  the
               Cotelligent  Compensation  Plan,  which sets  forth the  criteria
               under which Employee and other officers and key employees will be
               eligible to receive bonus awards.

          c.   Executive Perquisites, Benefits and Other Compensation.  Employee
               shall be entitled to receive additional benefits and compensation
               from the  Company  in such form and to such  extent as  specified
               below:

          (1)  Participation  for  Employee in  coverage  for  Employee  and her
               dependent   family   members   under   health,   hospitalization,
               disability,  dental,  life and  other  insurance  plans  that the
               Company or Cotelligent may have in effect from time to time.

          (2)  Reimbursement  for all  business  travel and other  out-of-pocket
               expenses  reasonably  incurred by Employee in the  performance of
               services  pursuant to this Agreement.  All reimbursable  expenses
               shall  be  appropriately   documented  in  reasonable  detail  by
               Employee upon submission of any request for reimbursement, and in
               a  format  and  manner  consistent  with  the  Company's  expense
               reporting policy.

          (3)  _______ (___) weeks paid vacation for each year during the period
               of employment  ending on the anniversary of the date on which the
               period of employment  commenced  (pro rated for any year in which
               Employee is employed for less than the full year).

          (4)  The Company shall reimburse  Employee $500 per month for expenses
               incurred  in  connection  with the leasing or  acquisition  of an
               automobile.

          (5)  The  Company   shall  provide   Employee  with  other   executive
               perquisites  as may be  available  to or deemed  appropriate  for
               Employee by the Board and participation in all other Company-wide
               or  Cotelligent-wide  employee benefits as available from time to
               time.


                                       2
<PAGE>

3.  Non-Competition  Agreement.  Employee  agrees that, if Employee  voluntarily
resigns her employment  hereunder or is terminated by the Company for good cause
or for a disability, as set forth in Section 5(c) and 5(b) respectively,  during
the term of her  employment  and for a period  expiring two years  following the
termination of her employment  under this  Agreement,  she shall be bound by and
shall comply with the covenants and  restrictions set forth in Section 12 of the
Agreement and Plan of Reorganization  and Merger ("Merger  Agreement") among the
Company,  Cotelligent  and  Employee  dated  June  28,  1996,  which  is  hereby
incorporated  by reference as if it were copied herein in its  entirety.  If the
Employee is terminated by the Company  without cause prior to the  expiration of
this Agreement  then Employee  shall be bound by the covenants and  restrictions
set  forth  in  Section  12 of the  Merger  Agreement  during  the  term  of her
employment  and for a period of one (1) year  following the  termination  of her
employment under this Agreement.  Nothing contained or set forth in this Section
3 is intended to limit or modify the Employee's obligations and duties under the
Merger Agreement.

4.       Place of Performance.

                  a. Employee understands that she may be requested by the Board
         or  Cotelligent  to  relocate  from her  present  residence  to another
         geographic  location in order to more efficiently  carry out her duties
         and responsibilities  under this Agreement or as part of a promotion or
         other  increase  in duties  and  responsibilities.  In such  event,  if
         Employee  agrees  to  relocate,  the  Company  will pay all  reasonable
         relocation  costs to move  Employee,  her  immediate  family  and their
         personal  property  and  effects.  Such  costs may  include,  by way of
         example,  but are not limited to,  attorney and escrow fees,  appraisal
         costs, inspection costs, mileage expense for two (2) cars at prevailing
         Internal  Revenue  Service rates,  down payment for a similar new house
         which is in excess of such costs for house sold, moving,  packing,  and
         unpacking  assistance  at both ends,  all real  estate  fees,  pre-move
         visits to search for a new residence,  investigate schools or for other
         purposes; temporary lodging and living costs prior to moving into a new
         permanent residence;  duplicate home carrying costs (including mortgage
         payments,  insurance,  utilities,  taxes and yard maintenance until the
         house is sold);  all closing  costs on the sale of  Employee's  present
         residence  and on the  purchase of a  comparable  residence  in the new
         location;  and  added  income  taxes  that  Employee  may  incur if any
         relocation  costs are not  deductible  for tax  purposes.  The  general
         intent of the foregoing is that Employee shall not personally  bear any
         out-of-pocket cost as a result of the relocation, with an understanding
         that Employee will use her best efforts to incur only those costs which
         are reasonable and necessary to effect a smooth,  efficient and orderly
         relocation  with  minimal  disruption  to the  business  affairs of the
         Company and the personal  life of Employee and her family.  Nothing set
         forth  in  this  Section  4  shall  limit  or  restrict  in any way the
         Company's right to offer the Employee employment  requiring  relocation
         or  otherwise  on terms  substantially  different  from those set forth
         herein, and in the event Employee rejects such other Company offer, the
         Company may  terminate  Employee  without cause as described on Section
         5(d). In the event that  Employee has been  relocated and is terminated
         without cause or that the  Employee's  services are not retained at the
         end of the Term of this Agreement,  the Company will pay all reasonable
         relocation  costs to move  Employee,  her  immediate  family  and their
         personal  property  and  effects to the city of her  choice  within the
         continental United States consistent with the terms set forth above.

          b.   Notwithstanding  the above, if Employee is requested by the Board
               to  relocate  and  Employee  refuses,   such  refusal  shall  not
               constitute  "cause" for  termination of this Agreement  under the
               terms of paragraph 5(c).

5. Term; Termination; Rights on Termination.

               The term of this  Agreement  shall  begin on the date  hereof and
               continue  for three (3) years  (the  "Term"),  unless  terminated
               sooner  as  herein   provided.   This  Agreement  and  Employee's
               employment may be terminated in any one of the followings ways:
       

               a.   Death.  The death of Employee  shall  immediately  terminate
                    this  Agreement  with  no  severance   compensation  due  to
                    Employee's estate.

               b.   Disability. If, as a result of incapacity due to physical or
                    mental  illness or injury,  Employee  shall have been absent
                    from her full-time duties hereunder for four (4) consecutive
                    months, then thirty (30) days after receiving written notice
                    (which notice may occur before or after the end of such four
                    (4) month period,  but which shall not be effective  earlier
                    than the  last  day of such  four  (4)  month  period),  the
                    Company  may  terminate   Employee's   employment  hereunder
                    provided  Employee is unable to resume her full-time  duties
                    at the conclusion of such notice period.  Also, Employee may
                    terminate  her  employment  hereunder  if her health  should
                    become  impaired  to an  extent  that  makes  the  continued
                    performance  of  her  duties  hereunder   hazardous  to  her
                    physical  or  mental  health  or  her  life,  provided  that
                    Employee  shall have  furnished  the Company  with a written
                    statement  from  a  qualified  doctor  to  such  effect  and
                    provided,  further,  that,  at the  Company's  request  made
                    within  thirty  (30)  days  of  the  date  of  such  written
                    statement,  Employee  shall  submit to an  examination  by a
                    doctor selected by the Company who is reasonably  acceptable
                    to Employee or Employee's  doctor and such doctor shall have
                    concurred in the  conclusion  of Employee's  doctor.  In the
                    event  this   Agreement  is  terminated   pursuant  to  this
                    paragraph 5(b), Employee shall receive from the Company, the
                    base  salary  at the rate  then in  effect  [and  Employee's
                    Incentive Bonus Plan, executive prerequisites,  benefits and
                    other compensation  equivalent to such compensation received
                    by Employee  during the  preceding  twelve (12)  months] for
                    whatever  time  period is  remaining  under the Term of this
                    Agreement or for one (1) year, whichever amount is greater.

               c.   Good Cause. The Company may terminate the Agreement ten (10)
                    days after written notice to Employee for good cause,  which
                    shall be: (1) Employee's  willful,  material and irreparable
                    breach of this Agreement; (2) Employee's gross negligence in
                    the  performance or intentional  nonperformance  (continuing
                    for ten (10) days after receipt of written notice of need to
                    cure)   of   any   of   Employee's   material   duties   and
                    responsibilities    hereunder;    (3)   Employee's   willful
                    dishonesty, fraud or misconduct with respect to the business
                    or affairs of the Company or  Cotelligent  which  materially
                    and  adversely  affects the  operations or reputation of the
                    Company  or  Cotelligent;  (4)  Employee's  conviction  of a
                    felony crime;  or (5) chronic  alcohol abuse or illegal drug
                    abuse by Employee.  In the event of a  termination  for good
                    cause, as enumerated above,  Employee shall have no right to
                    any severance compensation.

               d.   Without Cause.  Should Employee be terminated by the Company
                    without  cause,  Employee shall continue to receive from the
                    Company  the base  salary at the rate  then in  effect  [and
                    Employee's  Incentive Bonus Plan,  executive  prerequisites,
                    benefits   and  other   compensation   equivalent   to  such
                    compensation  received  by  Employee  during  the  preceding
                    twelve (12)  months] for  whatever  time period is remaining
                    under  the  Term of  this  Agreement  or for  one (1)  year,
                    whichever amount is greater.

               If   Employee  resigns or  otherwise  terminates  her  employment
                    without  cause  pursuant to this  paragraph  5(d),  Employee
                    shall receive no severance compensation.



                                       3
<PAGE>

6. Return of Company Property. All records,  designs,  patents,  business plans,
financial statements, financial records, manuals, memoranda, software, lists and
other  property  delivered  to or  compiled  by  Employee by or on behalf of the
Company,  Cotelligent  or their  representatives,  vendors  or  customers  which
pertain to the  business of the Company or  Cotelligent  shall be and remain the
property  of the Company or  Cotelligent,  as the case may be, and be subject at
all  times  to their  discretion  and  control.  Likewise,  all  correspondence,
reports,   records,  charts,   advertising  materials  and  other  similar  data
pertaining  to the  business,  activities  or  future  plans of the  Company  or
Cotelligent  which is collected by Employee  shall be delivered  promptly to the
Company without request by it upon termination of Employee's employment.

7. Inventions.  Employee shall disclose  promptly to Cotelligent and the Company
any  and  all  significant  conceptions  and  ideas  for  software,  inventions,
improvements and valuable  discoveries,  whether  patentable or copyrightable or
not,  which are  conceived or made by Employee,  solely or jointly with another,
during the period of employment or within one (1) year thereafter, and which are
directly related to the business or activities of the Company or Cotelligent and
which Employee conceives as a result of her employment by the Company.  Employee
hereby assigns and agrees to assign all her interests  therein to the Company or
its nominee.  Whenever requested to do so by the Company, Employee shall execute
any and all  applications,  assignments  or other  instruments  that the Company
shall deem necessary to apply for and obtain Letters Patent of the United States
or any foreign country or to otherwise protect the Company's interest therein.

8. Trade Secrets. Employee agrees that she will not, during or after the term of
this Agreement with the Company, disclose the specific terms of the Company's or
Cotelligent's  relationships  or agreements  with their  respective  significant
vendors or customers  or any other trade  secret of the Company or  Cotelligent,
whether in existence or proposed, to any person, firm, partnership,  corporation
or business for any reason or purpose  whatsoever  other than as required by law
or to attorneys or accountants or other agents of the Company.

9.  Indemnification.  In the event  Employee is made a party to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  (other  than  an  action  by the  Company  or
Cotelligent  against  Employee),  by  reason  of  the  fact  that  she is or was
performing services under this Agreement, then the Company and Cotelligent shall
jointly and  severally  indemnify  and hold  harmless the  Employee  against all
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement,  as actually  and  reasonably  incurred  by  Employee in  connection
therewith.  In the event that both  Employee and the Company are made a party to
the same  third-party  action,  complaint,  suit or  proceeding,  the Company or
Cotelligent agrees to engage competent legal representation, and Employee agrees
to use the same representation, provided that if counsel selected by Cotelligent
shall have a conflict of interest that  prevents such counsel from  representing
Employee,  Employee may engage  separate  counsel and the Company or Cotelligent
shall pay all attorneys' fees and costs of such separate counsel. Further, while
Employee  is  expected  at all  times  to use her  best  efforts  to  faithfully
discharge her duties under this Agreement, Employee cannot be held liable to the
Company or Cotelligent for errors or omissions made in good faith where Employee
has not  exhibited  gross,  willful  and wanton  negligence  and  misconduct  or
performed  criminal and fraudulent acts which materially  damage the business of
the Company.

10.      No Prior Agreements.  

               Employee  hereby  represents and warrants to the Company that the
               execution of this Agreement by Employee and her employment by the
               Company  and the  performance  of her duties  hereunder  will not
               violate or be a breach of any agreement  with a former  employer,
               client or any other person or entity. Further, Employee agrees to
               indemnify the Company for any claim,  including,  but not limited
               to,  attorneys' fees and expenses of  investigation,  by any such
               third party that such third  party may now have or may  hereafter
               come to have against the Company based upon or arising out of any
               non-competition agreement, invention or secrecy agreement between
               Employee  and such third party which was in  existence  as of the
               date of this Agreement.

11.      Assignment; Binding Effect.  

               Employee understands that she has been selected for employment by
               the  Company  on  the  basis  of  her  personal   qualifications,
               experience and skills.  Employee  agrees,  therefore,  she cannot
               assign  all  or  any  portion  of  her  performance   under  this
               Agreement.  Subject  to the  preceding  two (2)  sentences,  this
               Agreement  shall be binding upon,  inure to the benefit of and be
               enforceable  by the parties  hereto and their  respective  heirs,
               legal representatives, successors and assigns.

12. Complete  Agreement.  This Agreement is not a promise of future  employment.
Employee has no oral  representations,  understandings  or  agreements  with the
Company or any of its officers,  directors or representatives  covering the same
subject matter as this Agreement.  This written Agreement is the final, complete
and exclusive  statement and expression of the agreement between the Company and
Employee  and of all the  terms of this  Agreement,  and it  cannot  be  varied,
contradicted or supplemented by evidence of any prior or contemporaneous oral or
written agreements. This written Agreement may not be later modified except by a
further writing signed by a duly authorized officer of the Company and Employee,
and no term of this  Agreement  may be waived  except by  writing  signed by the
party waiving the benefit of such term.



                                       4
<PAGE>

13.  Notice.  Whenever  any notice is required  hereunder,  it shall be given in
writing addressed as follows:

                  To the Company:

         Innova Solutions, Inc.
         c/o Cotelligent Group, Inc.
         101 California Street, Suite 2050
         San Francisco, California  94111
         Attention:  Corporate Secretary

                  with a copy to:

         Mayor, Day, Caldwell & Keeton
         700 Louisiana, Suite 1900
         Houston, Texas  77002
         Attn:  Roy E. Bertolatus
                  To Employee:

         Susan E. Trice
         3030 LBJ Freeway, Suite 1610
         Dallas, Texas  75234

                  with a copy to:

         Hughes & Luce, L.L.P.
         1717 Main Street, Suite 2800
         Dallas, Texas  75201
         Attn:  John Holden, Jr.

         Notice  shall be deemed given and  effective  one day after the deposit
with a reputable  overnight courier service or three (3) business days after the
deposit in the U.S.  mail of a writing  addressed  as above and sent first class
mail,  certified,  return receipt requested,  or when actually received.  Either
party may change the  address  for notice by  notifying  the other party of such
change in accordance with this paragraph 14.

14.      Severability; Headings. 

               If any portion of this Agreement is held invalid or  inoperative,
               the other  portions of this  Agreement  shall be deemed valid and
               operative and, so far as is reasonable and possible, effect shall
               be given to the intent  manifested by the portion held invalid or
               inoperative.  The  paragraph  headings  herein are for  reference
               purposes  only  and are  not  intended  in any  way to  describe,
               interpret,  define or limit the extent or intent of the Agreement
               or of any part hereof.


15.  Arbitration.  Any  unresolved  dispute or  controversy  arising under or in
connection  with this Agreement  shall be settled  exclusively  by  arbitration,
conducted before a panel of three (3) arbitrators in San Francisco,  California,
in accordance  with the rules of the American  Arbitration  Association  then in
effect. The arbitrators shall not have the authority to add to, detract from, or
modify any provision  hereof nor to award punitive damages to any injured party.
The  arbitrators   shall  have  the  authority  to  order  back-pay,   severance
compensation,  vesting of options  (or cash  compensation  in lieu of vesting of
options),  reimbursement  of costs,  including  those  incurred to enforce  this
Agreement,  (including  travel  costs)  and  interest  thereon  in the event the
arbitrators  determine that Employee was terminated  without  disability or good
cause, as defined in paragraphs 5(b) and 5(c), respectively, or that the Company
has otherwise  materially  breached this Agreement.  A decision by a majority of
the arbitration panel shall be final and binding. Judgment may be entered on the
arbitrators' award in any court having  jurisdiction.  The direct expense of any
arbitration proceeding shall be borne by the Company.



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<PAGE>

16.  Governing Law. This Agreement shall in all respects be construed  according
to the laws of the State of Texas.

17.      Counterparts.  This Agreement may be executed simultaneously in two (2)
         or more  counterparts each of which shall be deemed an original and all
         of which together shall constitute but one and the same instrument.  IN
         WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
         the day and year first above written.


                             INNOVA SOLUTIONS, INC.


                                       By:
                             Name: Daniel E. Jackson
                         Title: President and Secretary



                                    EMPLOYEE:



                                 Susan E. Trice



                                 LIMITED JOINDER

         The undersigned corporation hereby joins in the foregoing Agreement for
the sole purpose of guaranteeing the Company's obligation to make any payment to
Employee  pursuant  to the  terms  of this  Agreement,  subject  to  conditions,
defenses and rights of offset available to the Company; and except as explicitly
stated herein the  undersigned  shall have no other liability or obligation with
respect to the Agreement or the transactions contemplated thereby


                                    COTELLIGENT GROUP, INC.


                                    By:
                                    Name:  Daniel E. Jackson
                                    Title:  Senior Vice President and General
                                              Counsel





0309846.05
069825/ 924


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<PAGE>