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                                                                  EXHIBIT 10.49

                             [NEODATA LETTERHEAD]


August 22, 1996

Mr. Ed Flaherty



Dear Ed:

This letter is to summarize our offer to you of employment with Neodata
Services, Inc. as Senior Vice President of the Services Division reporting
directly to Larry Jones. You will be headquartered at the Boulder office. As we
have discussed, I will be available to assist you, as needed, on a variety of
issues both during the initial phases of your employment and on an ongoing
basis.

Our offer includes the following:

o    An annualized base salary of $175,000 payable on a bi-weekly basis. You
     will receive periodic performance reviews and these will determine the
     timing and amount of future increases.

o    Annual bonus plan participation targeted at 40% of base (for 100%
     results achievement), beginning October 1, 1996. This bonus will be
     guaranteed at $25,000 payable in September 1997.

o    A signing bonus of $35,000 payable February 1, 1997.

o    An automobile allowance per policy of $575 monthly per policy attached.

o    A grant of options on 100,000 shares of stock with the approval of the
     Board of Directors; the date of the grant will be your date of hire; the
     option price per share will be $.50. These options will vest one-third per
     year with full vesting upon change of control. Further details will be
     made available to you.

o    Moving and relocation assistance/reimbursement from New Jersey to Boulder
     including:

     o    movement of household goods and possessions

     o    travel expenses for you, your spouse and child at time of relocation

     o    temporary living (reimbursement on a furnished apartment) for three
          months and bi-weekly trips home (for yourself to New Jersey or your
          spouse and child to Boulder) during the temporary living

     o    reasonable Realtor's fees and closing costs for the sale of your New
          Jersey Property

     o    reasonable closing costs (excluding 'points') for the purchase of
          your new home in Boulder

     o    $20,000 maximum reimbursement for a loss incurred through the sale of
          your home in New Jersey; the amount will be determined through the 
          respective purchase and sales agreements and IRS regulations



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Mr. Ed Flaherty
August 22, 1996
Page 2 of 3


     o    miscellaneous relocation allowance of $5,000

     o    tax gross-up (Federal and State) on any relocation reimbursement to
          the extent applicable and based on Neodata earnings

o    Participation in the Company's Medical/Dental benefit programs effective
     at the first of the month following 30 days of employment. You may join
     the 401(k) Plan at the first of the month following completion of one year
     of service with the Company. You will be eligible to receive 60 hours of
     PTO per quarter.

o    Participation in our Executive Benefits program. This program offers you
     an Excess Health Reimbursement Program, Financial and Estate Planning,
     Supplemental Executive Retirement Plan (SERP), Private Banking and First
     Class Travel/Upgrades. See plan documentation for specific details.

o    In the event your employment is terminated for any reason but cause, you
     will be paid a minimum of six (6) months of salary continuation payable
     bi-weekly and calculated based upon your annual base salary in effect at
     the time, less any taxes to be withheld as required by the law. If you do
     not find suitable alternative employment within that six (6) month period,
     severance payments will continue for an additional period equal to the
     lesser of six (6)months or until suitable alternative employment
     commences. Cause includes gross negligence, malfeasance, and indiscretion
     in judgment applicable to the level of your position. Should we eventually
     sever you, we will provide you with an agreement specifying more fully the
     non-compete and confidentiality arrangements connected with salary
     continuation.
 
o    This offer is contingent upon completion of an application, I-9 form,
     relocation/signing bonus payment policy, and Business Conduct Policy and
     shall not be construed as providing any specific term of employment.

Please indicate your acceptance of this offer by signing and returning a copy
of this letter to my attention by August 28, 1996.

Sincerely,




/s/  SUSAN L. MORSE
----------------------
Susan L. Morse
Senior Vice President
Human Resources


/s/  EDWARD FLAHERTY                                     8/23/96
----------------------                                ----------------------
Ed Flaherty                                           Date


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Mr. Ed Flaherty
August 22, 1996
Page 3 of 3



cc:       Larry Jones



Attachments: 

1.   Automobile Allowance Policy

2.   Executive Benefits Program-under separate cover

3.   New hire packet

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                                [NEODATA LOGO]

                       Relocation/Signing Bonus Payment


If you voluntarilv leave the employ of Neodata Services or subsidiaries within
twelve (12) months of your receipt of any relocation benefit or signing bonus,
you will be expected to reimburse the Company for all of its expenses in moving
you plus the amount of the signing bonus. Please sign below and return.






I, EDWARD FLAHERTY, understand that my relocation expense and my signing bonus
is an advance from the Company, and if I voluntarily leave the Company within
twelve (12) months following my receipt of any relocation benefits and signing
bonus, I agree to repay this amount through wages due and to reimburse the
Company within sixty (60) days for any balance that exceeds the wages due.




/s/  ED FLAHERTY                                        8/26/96 
----------------------                             ----------------------
Ed Flaherty                                        Date



/s/  SUSAN L. MORSE                                     8/22/96
----------------------                             ---------------------- 
Susan L. Morse                                     Date
Senior Vice President
Human Resources