<PAGE>

                                                                  EXHIBIT 10.16
                              EMPLOYMENT AGREEMENT
                              --------------------


         THIS AGREEMENT made and entered into this 8th day of April 1993,
between Axe-Houghton Associates, Inc. a Delaware corporation (the "Company")
and wholly-owned subsidiary of Hoenig Group Inc. ("Hoenig"), and Seth M.
Lynn, Jr. (the "Employee").


                                  WITNESSETH:
                                  -----------

         WHEREAS, the Employee together with others have on the date hereof
sold all of the outstanding stock of the Company to Hoenig pursuant to a
purchase agreement dated February 18, 1993 (the "Purchase Agreement");


         WHEREAS, the business of the Company, which became a wholly-owned
subsidiary of Hoenig effective upon the closing of the sale of the outstanding
stock of the Company (the "Closing"), shall be carried on after the Closing
substantially as conducted prior to the Closing;


         WHEREAS, the Company desires to retain the exclusive services of
Employee and Employee desires to be employed by the Company for the term of
this Agreement; and


         WHEREAS, Employee will become an executive officer of the Company and
Employee's experience in the business to be carried on by the Company renders
Employee's services of a special, unique, unusual and extraordinary character
which gives such services peculiar value, the loss of which cannot be
reasonably or adequately compensated in damages in an action at law;


         NOW, THEREFORE, in consideration of the mutual covenants and
conditions herein contained, the Company and the Employee hereby agree as
follows:


              1. Definitions. All accounting terms used in this Agreement and
not separately defined shall have the meanings ordinarily given them under
generally accepted accounting principles ("GAAP"). For purposes of the
Agreement, the following terms shall have the meanings ascribed below.


                  (a) Base Salary. "Base Salary" shall mean those amounts paid
by the Company to the Employee on a regular basis as salary pursuant to this
Agreement and the payroll policies of the Company as in effect from time to
time.


                  (b) Benchmark. "Benchmark" shall mean $120,000 plus the total
of any Shortfalls (as defined in Section 1(1) hereof) from previous Fiscal
Years (as defined in Section 1(g) hereof). The applicable Benchmark for any
Fiscal Year consisting of less than twelve months shall equal the sum of (i)
$120,000 multiplied by a fraction the numerator of which shall be the number of
months or fractions thereof within such Fiscal Year and the denominator of
which shall be twelve, and (ii) the total of any Shortfalls from previous
Fiscal Years.



<PAGE>


                  (c) Bonus. "Bonus" shall mean those amounts paid by the
Company to the Employee in addition to Base Salary as set forth in Section 6(b)
hereof.


                  (d) Company. "Company" shall mean Axe-Houghton Associates,
Inc. or any subsidiary or division formed or used by the Company for the
purpose of continuing the business now or hereafter operated by the Company.


                  (e) Date of Termination. "Date of Termination" shall mean (i)
in the case of termination for which a Notice of Termination is required, the
date of receipt of such Notice of Termination or, if later, the date specified
therein, as the case may be, and (ii) in all other cases, the actual date on
which the Employee's employment terminates.


                  (f) Disciplinary Termination. " Disciplinary Termination"
shall mean termination of the Employee's employment by the Company as a result
of the Employee's becoming the subject or target of any investigation or
disciplinary action by the Securities and Exchange Commission ("SEC"), the
National Association of Securities dealers ("NASD"), any securities exchange,
any self-regulatory organization or any governmental authority, state, federal
or foreign.


                  (g) Fiscal Year. "Fiscal Year" shall mean the year beginning
on each January 1st and ending on each December 31st of the same year;
provided, however, that for purposes of this Agreement, the first Fiscal Year
shall commence on the date hereof and end on December 31, 1993 and, in the
event this Agreement is not renewed as provided in Section 2 hereof, the last
Fiscal Year shall commence on January 1, 1998 and end on the fifth anniversary
of the date hereof.


                  (h) Initial Employment Term. "Initial Employment Term" shall
mean a term commencing on the date hereof and continuing for five (5) years
until April 8, 1998.


                  (i) Net Pre-Tax Profit. "Net Pre-Tax Profit" means the
amount, if any, determined in accordance with GAAP consistently applied from
year to year, by which the Company's total revenues exceed expenses incurred in
the operation and conduct of the Company's business, which expenses include but
are not limited to rent (at Hoenig's cost per square foot), telephones,
salaries, any amounts paid to Company employees upon termination of employment,
consulting, solicitation or other fees paid to third parties, business travel
and entertainment expenses, legal and professional fees incurred in connection
with Company business, and any other direct expenses incurred by the Company;
provided, however, that the following expenses shall not be deducted from the
Company's revenues when calculating the Earnout: (i) general corporate
allocations or charges by Hoenig; (ii) interest paid on the Company Note
referred to in Section 1.6 of the Purchase Agreement; (iii) any expenses
reasonably incurred in the relocation of the Company's offices to Royal
Executive Park, 4 International Drive, Rye Brook, New York up to a maximum
$100,000, including but not limited to any expenses incurred in the subletting
of the Company's present premises located at 580 White Plains Road, Tarrytown,
New York, and charges on service contracts incurred solely as a result of the
relocation; (iv) the cost of any stock options granted to Company employees;
(v) for each of the first two


                                       2

<PAGE>



years following the Closing, marketing expenses of up to $500,000 provided such
expenses are approved for reimbursement by Hoenig as provided in Section 1.5 of
the Purchase Agreement; (vi) the incurrence of any indebtedness or contractual
obligation which is outside the ordinary course of business and is in excess of
$50,000; (vii) the compromise, settlement or other forgiveness of indebtedness
owed to the Company which involves an amount in excess of $50,000; (viii) the
guarantee or assumption of liability, contingent or otherwise, with respect to
obligations of third parties which involves an amount in excess of $50,000; and
(ix) interest paid on the Marketing Note referred to in Section 1.5(c)(i) of
the Purchase Agreement.


                  (j) Notice of Termination. "Notice of Termination" means a
written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth the basis for termination of the
Employee's employment under the provision so indicated, and (iii) if the Date
of Termination is other than the date of receipt of such notice, specifies such
Date of Termination.


                  (k) Permanent Disability. "Permanent Disability" shall have
the meaning given to the term "Disability" in the Long-term Disability Plan of
Hoenig & Co., Inc.


                  (l) Shortfall. "Shortfall" shall mean for each Fiscal Year
the amount by which the Net Pre-tax Profit for such Fiscal year is less than
$120,000; provided, however, that for Fiscal years consisting of less than
twelve months, the Shortfall, if any, shall equal the amount by which the Net
Pre-tax profit for such Fiscal Year is less than an amount equal to $120,000
multiplied by a fraction, the numerator of which shall be the number of months
or fraction thereof within such Fiscal Year and the denominator of which shall
be twelve. The maximum Shortfall for any given Fiscal Year shall be $20,000;
provided, however, that the Shortfall for any Fiscal year consisting of less
than twelve months shall equal $20,000 multiplied by a fraction, the numerator
of which shall be the number of months or fraction thereof within such Fiscal
Year and the denominator of which shall be twelve.


                  (m) Special Consideration. "Special Consideration" shall mean
that amount paid to Employee by Hoenig at the Closing and upon execution of
this Agreement in consideration for Employee's covenant not to compete as set
forth in Section 7 hereof.


                  (n) Termination for Cause. "Termination for Cause" shall mean
termination of the Employee's employment by the Company as a result of any of
the following: (i) willful and repeated failure of the Employee to adequately
perform Employee's duties pursuant to this Agreement; or (ii) any material
failure of Employee to comply with the terms of this Agreement or any breach of
this Agreement by Employee which would have a material adverse effect on the
business, properties, assets, liabilities, operations, results of operations,
prospects or condition, financial or otherwise, of the Company; or (iii)
Employee's conviction of a crime involving moral turpitude, dishonesty, theft,
unethical business conduct, or conduct which significantly impairs the
reputation of the Company, any of its affiliates or Hoenig; or (iv) the
expulsion or suspension of 


                                       3

<PAGE>

Employee, or issuance of an order temporarily or permanently enjoining
Employee, from the securities, money management or investment advisory business
or from acting in the capacity contemplated by this Agreement by the SEC, the
NASD, any securities exchange, any self-regulatory organization or governmental
authority, state, federal or foreign.


                  (o) Year of Service. "Year of Service" shall mean each period
of 52 weeks of continuous employment of the Employee with the Company, the
first Year of Service commencing on the date hereof.


              2. Employment Term. The Company hereby employs Employee, and
Employee hereby accepts such employment, under and subject to all of the terms,
conditions and provisions hereof, for the Initial Employment term. At the end
of the Initial Employment Term, this Agreement automatically will be renewed
for successive one (1) year terms unless either party elects not to renew by
providing written notice delivered to the other party not less than 60 days and
not more than 90 days prior to the end of the Initial Employment Term or any
subsequent renewal term.


              3. Duties. During the term of this Agreement, the Company hereby
employs the Employee and the Employee hereby accepts employment as the
President of the Company responsible for the day-to-day business and operation
of the Company, and agrees to continue the types of services previously
rendered by the Employee to the Company. Subject to the direction of the Board
of Directors of the Company, Employee shall have the authority and discretion
to take those actions necessary to operate, manage and develop the business of
the Company; provided, however, that Employee shall have full and complete
authority and discretion, without the prior approval of the Board of Directors,
to fire any employee except those with employment agreements and to hire any
employee whose total annual compensation (including but not limited to the
value of any bonus, perquisites and any securities, options or other rights to
acquire securities) does not exceed $100,000. During the term of this
Agreement, including any successive renewal terms, the Company shall and use
its best efforts to cause Employee to be nominated and elected as President of
the Company.


              4.  Conditions of Employment.
                  -------------------------

                  (a) The Employee shall devote his full time and all
professional activities to the performance of his duties and the business of
the Company and its subsidiaries.


                  (b) The Company shall furnish Employee with offices at the
principal office of the Company.


                  (c) The Employee shall be entitled to such vacation or
vacations as he may deem desirable in accordance with Company policy, which
shall not be more than 4 weeks in any year.



                                       4

<PAGE>


                  (d) The Employee shall be entitled to all benefits generally
provided to employees of Hoenig and its affiliates, as of the date hereof, and
will be eligible to participate in the Hoenig stock option plan on the same
basis as employees of Hoenig and its affiliates.


              5. Covenant to Serve the Company. Employee further agrees to well
and faithfully serve the Company and its subsidiaries and affiliates in the
capacities above mentioned and to devote his full time to perform such
services.


              6.  Compensation.
                  -------------

                  (a) During the Initial Employment term and any renewal term,
the Company agrees to pay Employee, as compensation for his services hereunder,
Base Salary at the rate of $210,000 per annum. The Company shall pay such
compensation in equal payments no less regularly than monthly, subject to any
deductions or withholdings that applicable law might require.


                  (b) In addition, for each of the Fiscal Years during the
Initial Employment Term and any renewal term, the Employee shall be eligible to
participate in a bonus pool equal to 20% of the amount, if any, by which the
Net Pre-tax profit (as defined in Section 1(i) hereof) of the Company for the
Fiscal Year exceeds the benchmark (as defined in Section 1(b) hereof).
Employee's portion of the bonus pool, if any, (the "Bonus") shall be determined
by the President of the Company in the reasonable exercise of his discretion.


              7.  Non-Competition.
                  ----------------

                  In consideration of $117,900 paid by Hoenig to Employee at
the Closing (the "Special Consideration"), Employee hereby covenants and agrees
that:


                  (a) During the term of this Agreement and any subsequent
renewal terms, Employee will not directly or indirectly (whether as a
proprietor, partner, stockholder, creditor, officer, director, agent, employee,
consultant, trustee, affiliate or otherwise) (i) own, manage, operate, control,
promote or participate in the ownership, management, operation or control of,
or be connected with, or have any financial interest in, or aid or assist
anyone else in the conduct of, any business which is competitive with the
business conducted by the Company or any of its subsidiaries (provided that
ownership of one percent (1%) or less of the voting stock of any publicly held
corporation shall not constitute a violation hereof); (ii) solicit any present
or future client or prospect of the Company or its subsidiaries or affiliates
in connection with any such activity or other business competitive with the
business of the Company or its subsidiaries or affiliates; or (iii) employ,
solicit for employment, induce or persuade, or advise or recommend to any other
persons that they employ or solicit for employment, any employee of the
Company.


                  (b) For a period of time equal to one year from the Date of
termination, Employee agrees that he will not directly or indirectly (either as
a proprietor, partner,


                                       5

<PAGE>


stockholder, creditor, officer, director, agent, employee, consultant, trustee,
affiliate or otherwise) (i) own, manage, operate, control, promote or
participate in the ownership, management, operation or control of, or be
connected with, or have any financial interest in, or aid or assist anyone else
in the conduct of, any business which is competitive with the business
conducted by the Company or any of its subsidiaries (provided that ownership of
one percent (1%) or less of the voting stock of any publicly held corporation
shall not constitute a violation hereof); (ii) solicit any present or future
client or prospect of the Company or its subsidiaries or affiliates in
connection with any such activity; or (iii) employ, solicit for employment,
induce or persuade, or advise or recommend to any other persons that they
employ or solicit for employment, any employee of the Company. However,
Employee shall not be bound by the terms of this subsection 7(b) if the Company
terminates Employee's employment other than for cause pursuant to Section 10(b)
or upon Employee's death or permanent disability pursuant to Section 10(a), or
if Employee terminates his employment pursuant to Section 10(d). If the Company
terminates Employee's employment pursuant to Section 10(e), Employee shall not
be bound by the terms of subsections (ii) and (iii) of this Section 7(b) for a
period of time equal to one year from the date of termination.


              8.  Company Property.
                  -----------------

                  (a) Employee agrees not to disclose or use, except in pursuit
of the business of the Company or any of its subsidiaries or affiliates, any
proprietary information of the Company or its subsidiaries or affiliates. For
purposes of this Agreement, the phrase "proprietary information of the Company
or its subsidiaries or affiliates" means all information which is known or
intended to be known only to employees of the Company, its subsidiaries or
affiliates or others in a confidential relationship with the Company or its
subsidiaries or affiliates, and relates to business matters such as the
identity of present and future clients and prospects of the Company or of its
subsidiaries or affiliates.


                  (b) Any patents, inventions, discoveries, applications,
computer programs, mathematical algorithms, formulas, strategies or processes
devised, planned, applied, created, discovered, invented or employed by
Employee, alone or jointly with others, in the course of Employee's employment
under this Agreement and which pertain to any aspect of the Company's business
shall be the sole and absolute property of the Company, and Employee shall make
prompt report thereof to the Company and promptly execute any and all documents
reasonably requested to assure the Company the full and complete ownership
thereof.


                  (c) All records, files, drawings, documents, reports,
computer programs, software, discs or magnetic tape, equipment and similar
items relating to the business of the Company or its subsidiaries or affiliates
which Employee shall prepare or receive from the Company shall remain the sole
and exclusive property of the Company and its subsidiaries or affiliates. Upon
termination of Employee's employment under this Agreement, Employee shall
promptly return to the Company and its subsidiaries or affiliates all property
of the Company or its subsidiaries or affiliates in Employee's possession at
the Date of Termination, including but not limited to all correspondence,
drawings, blueprints, manuals,



                                       6

<PAGE>


letters, notes, notebooks, reports, flowcharts, computer programs, proposals,
any documents concerning the Company's clients or products, licensed software
or processes, including any copies thereof, used by the Company.


              9. Standard of Conduct. Employee agrees at all times during the
term of this Agreement to conduct himself in such manner as to not injure or
reflect negatively on the standing, credit reputation or business of the
Company or its subsidiaries of affiliates.


              10. Termination.
                  ------------

                  (a) Death or Permanent Disability. The Employee's employment
with the Company shall automatically terminate upon the Employee's death and
may be terminated by the Company upon the Permanent Disability of the Employee.


                  (b) Termination by the Company Other Than a Termination For
Cause, Permanent Disability or Death. The Company may, by action of the Board
of Directors or any Committee thereof, upon not less than 90 calendar days
written or oral notice to the Employee, terminate the employment of the
Employee for any reason at any time; provided, however, that any Termination
for Cause or Permanent Disability shall not be treated as a termination under
this Section 10(b).


                  (c) Termination for Cause. At any time during the term of
this Agreement, the Company may notify the Employee of a Termination for Cause
in the manner provided in Section 10(f) hereof and the employment of the
Employee shall terminate as set forth in the Notice of termination.


                  (d) Termination by Employee. Employee may, upon 30 days
written notice to the Company, terminate this Agreement upon any material
failure by the Company to comply with the terms of this Agreement (other than
any failure remedied within a reasonable time after receipt of written notice
from Employee).


                  (e) Disciplinary Termination. At any time during the Term of
this Agreement, the Company may notify the Employee of a Disciplinary
Termination in the manner provided in Section 10(f) hereof and the employment
of Employee shall terminate as set forth in the Notice of Termination.


                  (f) Notice of Termination. Any Termination for cause or
Disciplinary Termination shall be communicated by a Notice of termination
delivered to the Employee in accordance with Section 1 hereof. If the Agreement
is terminated by the Company pursuant to Section 10(b) hereof such termination
must be communicated in writing, giving 90 days written notice. If this
Agreement is terminated by the Employee pursuant to Section 10(d) hereof, such
termination must be communicated in writing, giving 30 days written notice.


              11. Obligations of the Company Upon Termination.
                  --------------------------------------------



                                       7

<PAGE>


                  (a) Death or Permanent Disability. If the Employee's
employment is terminated by reason of the Employee's death or Permanent
Disability, this Agreement shall terminate without further obligations to the
Employee or the Employee's legal representatives under this Agreement other
than those obligations accrued at the date of termination, including, for this
purpose (I) the Employee's full Base Salary through the date of Termination,
including Employee's portion of any unpaid Bonus previously awarded pursuant to
Section 6(b) hereof, (ii) the Employee's portion, if any, of any Bonus awarded
pursuant to Section 6(b) hereof after the Date of Termination for the year
during which the termination occurred; (iii) any compensation previously
deferred by the Employee (together with any accrued earnings thereon) and not
yet paid by the Company and (iv) any other amounts or benefits owing to the
Employee under the then applicable employee benefit plans or policies of the
Company (such amounts specified in clauses (i), (iii) and (iv) above are
hereinafter referred to as "Accrued Obligations"). Unless otherwise directed by
the Employee (or, in the case of any employee benefit plan qualified (a
"Qualified Plan") under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), as may be required by such plan) all such Accrued
Obligations shall be paid to the Employee or the Employee's legal
representative in a lump sum in cash within 30 days of the Date of termination.


                  (b) Termination by the Company Other Than For Cause and
Termination By Employee. In the event of a Termination Other Than For Cause
pursuant to Section 10(b) hereof, or termination by Employee pursuant to
Section 10(d) hereof, the Company shall pay to the Employee within 30 days
after the Date of Termination the Employee's Accrued Obligations and within 90
days after the Date of termination, shall pay to Employee an additional amount
which shall be determined as follows:


                           (i) If the termination occurs during the first or 
second year of Service, an amount equal to Employee's Base Salary for one Year
of Service ($210,000).


                           (ii) If the termination occurs during the third Year
of Service, an amount equal to
75% of Employee's Base Salary for one Year of Service ($157,000).


                           (iii) If the termination occurs during the fourth
Year of Service, an amount equal
to 50% of Employee's Base Salary for one Year of Service ($105,000).


                           (iv) If the termination occurs during the fifth Year
of Service, an amount equal to
25% of Employee's Base Salary for one Year of Service ($52,500) or the
remaining unpaid Base Salary for the Year of Service during which the Date of
Termination occurs, whichever is less.


                  (c) Termination for Cause and Disciplinary Termination. In
the event of a Termination for Cause pursuant to Section 10(c) hereof or a
Disciplinary termination pursuant to Section 10(e) hereof, the Company shall
pay the Employee the Employee's Accrued Obligations subject to set-offs by the
Company for any amounts reasonably believed by the Company to be owed by the
Employee to the Company or any of its subsidiaries or affiliates. Unless
otherwise directed by the Employee (or, in the case of any 


                                       8

<PAGE>


Qualified Plan, as may be required by such plan), the Employee shall be paid
all such benefits in a lump sum within 30 days of the Date of Termination, and
neither the Company nor any of its subsidiaries or affiliates shall have any
further obligations to the Employee under this Agreement. Notwithstanding the
foregoing, and only with respect to a Disciplinary termination, if after a
Disciplinary Termination Employee is ultimately found by the highest applicable
appellate court or tribunal not to have engaged in any disciplinary violations
or unethical business conduct or to have violated any applicable law, statute,
rule, regulation or requirement of the SEC, the NASD, any securities exchange,
any self-regulatory organization or any governmental authority, state, federal
or foreign, the Company shall, within 90 days of receipt of written notice
thereof from the Employee, pay to Employee those amounts which Employee would
have been entitled to receive on the Date of Termination (without interest
thereon and less any such amounts already paid) had his employment been
terminated other than for cause pursuant to Section 10(b) hereof.


                  12. Employee's Representations and Warranties. Employee
represents and warrants as follows:


                           (a) Employee  represents  and declares that in
entering into this Agreement he has relied solely upon his own judgment, belief
and knowledge, and the advice and recommendations of his own independent
counsel, concerning the nature, extent and duration of Termination, without
interest thereon, of his rights and duties hereunder.


                           (b) Employee will not, by entering into, executing,
delivering and performing this
Agreement, breach or cause to be breached any undertaking, contract, agreement,
statute, rule or regulation to which Employee is a party or by which Employee
is bound which would limit or materially affect the performance of Employee's
duties and obligations hereunder, including but not limited to any contract of
employment or covenants, promises or agreements not to compete.


                           (c) Employee  has not during the course of his 
previous employment engaged in or performed any acts in connection with this
Agreement or his employment by the Company which involve a breach of any
fiduciary or other duty owed to Employee's former employer or any of its
affiliates or subsidiaries.


                           (d) Employee has not during the course of his
previous employment disclosed to the Company any proprietary information of any
third party, including but not limited to Employee's former employer,
Axe-Houghton Management, inc. or USF&G Corporation, nor has Employee at any
time used any such proprietary information except in the proper pursuit of the
business of the entity or person to whom the proprietary information belongs.


                  13. Miscellaneous.
                      --------------

                           (a) In the event that  Employee's  services  
hereunder are terminated under any of the provisions of this Agreement (except
by death), Employee agrees that if at that time he is a director or officer of
the Company, or any of its subsidiaries



                                       9

<PAGE>


or affiliates, he immediately will deliver his written resignation as such
director or officer to the applicable Board of Directors, such resignation to
become effective immediately.


                           (b) Any controversy or claim arising out of or
relating to this Agreement (including, without limitation, whether termination,
if any, has been Termination for Cause, as that phrase is defined in Section 1
hereof) shall be settled by binding arbitration in the City of New York before
a panel of three arbitrators in accordance with the Rules of the New York Stock
Exchange if the Company or any subsidiary or affiliate is a member thereof, the
National Association of Securities Dealers Inc. if neither the Company nor any
subsidiary or affiliate is a member of the New York Stock Exchange, or the
American Arbitration Association if neither the New York Stock Exchange nor the
National Association of Securities Dealers Inc. has jurisdiction over the
parties in this matter, and judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. The parties hereby
submit to jurisdiction and venue in New York Supreme Court in New York County
and the United States District Court for the Southern District of New York, and
waives any and all objections to jurisdiction and venue. Employee hereby
consents to service of process delivered personally, by overnight courier, by
registered mail return receipt requested or by facsimile addressed to Employee
at the address listed in subsection 13(c) hereof.


                           (c) Any notice required or permitted to be given
under this Agreement by one party hereto to the other shall be sufficient if
given or confirmed in writing delivered personally, by overnight courier or by
registered mail return receipt requested addressed as respectively indicated:


                           To Axe-Houghton Associates, Inc.:


                               Axe-Houghton Associates, Inc.
                               Royal Executive Park
                               4 International Drive
                               Rye brook, NY 10573
                               Attention: Seth M. Lynn, Jr.


                           with a copy to:


                               Hoenig Group Inc.
                               Royal Executive Park
                               4 International Drive
                               Rye Brook, NY 10573
                               Attention: Alan B. Herzog


                           To Employee:


                               Seth M. Lynn, Jr.
                               87 Clinton Road
                               Bedford Hills, NY 10507



                                      10

<PAGE>

or to such other addresses as the respective parties may in writing to the
other designate.

                           (d) This  Agreement  shall be governed by and
construed and enforced in accordance with the laws of the State of new York
without reference to the conflicts of law provisions thereof.


                           (e) Employee's  rights and  interests  under  this
Agreement cannot be assigned, pledged or encumbered by him without the
Company's prior written consent. The Company's rights and obligations shall be
assignable to any parent, affiliate or subsidiary of the Company or any entity
which succeeds to a substantial part of the assets and business of the Company.


                           (f) This  Agreement  constitutes  the entire 
agreement between the parties and supersedes all other agreements, written or
oral, between them relating to the Company's employment of Employee.


                           (g)  All  representations,  warranties, covenants and
agreements contained in this Agreement by or on behalf of the parties hereto
shall survive termination of this Agreement, except as otherwise provided
herein, and, in the event of any assignment, shall bind and inure to the
benefit of the respective successors and assigns of the parties hereto whether
so expressed or not.


         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.


                                                   AXE-HOUGHTON ASSOCIATES, INC.


                                                   By: /s/ Lloyd Buchanan
                                                      --------------------------
                                                       Vice-President

                                                   Employee:


                                                   /s/ Seth M. Lynn, Jr.     
                                                   -----------------------------


                                      11