EXHIBIT 10.1


                                EMPLOYMENT AGREEMENT


            THIS AGREEMENT (Agreement,)  made and entered into as  of the 1st
       day of  January, 1998, by and  between CompuTrac, Inc.,  a corporation
       organized under the laws of the  State of Texas (CompuTrac), and Harry
       W. Margolis, an individual residing in Frisco, Texas (the Executive).

                               Preliminary Statements:
          A.CompuTrac  is engaged  in the  design, development,  and sale  of
            turnkey  data and  word processing  systems for  legal firms  and
            Executive is, and  has been since he  founded CompuTrac, actively
            engaged in the promotion and operation of CompuTrac's business as
            the Chief Executive Officer of CompuTrac.

          B.The  ability of  the Executive  is  required in  the conduct  and
            direction of the business of CompuTrac,  and CompuTrac feels that
            the success  of the business will,  to a great extent,  be due to
            the energy, skill  and ability of Executive, and  on that account
            desires to assure itself of the continued services of Executive.

          C.The  creative  abilities of  the  Executive  in the  business  of
            CompuTrac are unique and necessary at this time for the continued
            success of CompuTrac.

          D.The Board of Directors of CompuTrac  has determined that it is in
            the best  interests of CompuTrac  and its shareholders  to assure
            that  CompuTrac  will  have  the   continued  dedication  of  the
            Executive, notwithstanding the possibility, threat, or occurrence
            of a Change of Control (as defined below) of CompuTrac.

          E.The Board of  Directors of CompuTrac believes it  is important to
            diminish the inevitable distraction of the Executive by virtue of
            the  personal uncertainties  and risks  created by  a pending  or
            threatened Change  of Control, to encourage  the Executive's full
            attention and dedication to CompuTrac currently  and in the event
            of any  threatened or pending Change  of Control, and  to provide
            the  Executive with  compensation arrangements  upon a  Change of
            Control  which provide  the Executive  with individual  financial
            security  and   which  are  competitive   with  those   of  other
            corporations.

          F.Executive desires to continue in the  service of CompuTrac and to
            be actively engaged in the direction of CompuTrac's business.

            NOW, THEREFORE,  in consideration  of the  promises and  of other
       good and valuable consideration, the receipt  and sufficiency of which
       is hereby acknowledged, the parties hereto hereby agree as follows:

       <PAGE>

       1.   Employment:

            (i)  CompuTrac  agrees  to  continue to  employee  Executive  and
                 Executive hereby  agrees to continue  to serve as  the Chief
                 Executive  Officer  of CompuTrac  during  the  term of  this
                 Agreement.  Executive shall have  such duties, authority and
                 powers  in this  capacity and  consistent therewith,  as are
                 determined from  time-to-time by the  Board of  Directors of
                 CompuTrac.
              
           (ii)  Consistent with  his position,  Executive agrees  to perform
                 such duties as are assigned to  him from time-to-time by the
                 Board of  Directors and to  devote substantially all  of his
                 business time,  effort and skill  to the performance  of his
                 duties  and  the promotion  of  the  business of  CompuTrac.
                 Consistent with  his position,  Executive further  agrees to
                 attend to  the business of CompuTrac  and to do  and perform
                 all the reasonable duties  essential, necessary or desirable
                 to its efficient management, all as directed by the Board of
                 Directors  of CompuTrac.   The  Executive will  serve as  an
                 officer  and  Director  of CompuTrac,  and  any  subsidiary,
                 during  the   term  of   this  Agreement,   without  further
                 compensation.   During  his employment  hereunder, Executive
                 agrees that his other business activities shall be less than
                 20% of  his total business  time and these  activities shall
                 not interfere  nor conflict with the  reasonable performance
                 of his duties hereunder.


       2.   Term of Agreement:

            Subject  to  the  provisions  of  this  Agreement,  the  term  of
       Executive's full-time  employment hereunder shall commence  January 1,
       1998, and end December 31, 2002.

       3.   Compensation:

            For all services rendered by the  Executive under this Agreement,
       during  the term  of  full-time employment,  CompuTrac  shall pay  and
       Executive agrees  to accept  in full payment  therefor, a  base salary
       (Base Salary) of $590,000.00 per year,  plus the other benefits herein
       provided.

            (i)  The  Base   Salary  shall  be   payable  in   equal  monthly
                 installments and  shall be subject to  merit increase during
                 the term  of this  Agreement at the  sole discretion  of the
                 Board of Directors of CompuTrac, with at least annual review
                 and  a  minimum  mandatory  annual  increase  commencing  on
                 January 1,  1999, equivalent to  the annual increase  in the
                 Consumer Price  Index for Dallas, Texas  during the previous
                 calendar year.
              
            (ii) During  the  term  of this  Agreement,  Executive  shall  be
                 furnished  with  the  use  of   an  automobile  selected  by
                 Executive and having a fair market value of $75,000, and the
                 ordinary  expenses   of  maintaining  and   operating  same.
                 Executive shall  be reimbursed  for all  reasonable expenses
                 incurred  for travel,  lodging, business  entertainment, and
                 any other miscellaneous expenses incurred  on behalf and for
                 the benefit of  CompuTrac.  Payment for  such expenses shall
                 be made  by CompuTrac  on the  basis of  itemized statements
                 submitted by  Executive reflecting  such expense,  with such
                 reasonable  supporting  data  as CompuTrac  may  require  to
                 fulfill   its  reporting   obligations  to   all  applicable
                 governmental agencies.
               
        <PAGE>
             
           (iii) In recognition  of the  professional and  social obligations
                 which are expected  of the Executive in the  exercise of his
                 duties in  the promotion of  the business of  CompuTrac, the
                 Executive shall be furnished membership  and payment of dues
                 in  a local  country club  to be  selected by  Executive and
                 approved by the Board of Directors.
                        
            (iv) CompuTrac recognizes  that Executive conducts  a substantial
                 amount of business for CompuTrac from Executive's residence.
                 CompuTrac  agrees  to   provide  Executive,  at  CompuTrac's
                 expense, adequate telephone service  and equipment to permit
                 Executive to continue to conduct same.
                         
            (v)  Executive  shall  be  eligible for  all  Executive  benefits
                 afforded  generally  to  executive employees  of  CompuTrac,
                 including participation in health  and life insurance plans.
                 Executive  and Executive's  dependents shall  be covered  by
                 health,  dental  and  orthodontic insurance,  paid  100%  by
                 CompuTrac.   The  Executive's  estate  or named  beneficiary
                 shall  be  the  beneficiary of  $2,500,000,  life  insurance
                 policy(s)  obtained by  CompuTrac and  all premiums  paid by
                 CompuTrac.  The $2,500,000 shall be net of (i.e. in addition
                 to) any monies  or premiums due to  CompuTrac from Executive
                 as a  result of any split  dollar or similar  type policies.
                 Executive  shall  receive  a  minimum  of  four  weeks  paid
                 vacation  per year,  with  such vacation  time  that is  not
                 taken, accumulated or paid the cash equivalent of such time,
                 at the option of the Executive on an annual basis.
                        
            (vi) Executive shall be  entitled to be considered  for an annual
                 cash  bonus  (Bonus)  for  each  fiscal  year  during  which
                 Executive performs services under this Agreement.  The Bonus
                 shall be determined  by the Board of Directors,  in its sole
                 discretion,  based on  the performance  of  Executive.   The
                 Bonus shall not  exceed the Base Salary  provided by Section
                 3(i).

       4.   Certain Terminations:

            Anything in  this Agreement to  the contrary  notwithstanding, if
       the Executive's employment with CompuTrac is terminated (a) other than
       for  Cause   (as  hereinafter  defined,)  disability,   death  or  the
       expiration of the term of this  Agreement; or (b) by the Executive for
       Good Reason (as hereinafter defined):

            (i)  CompuTrac shall pay to the Executive, in a cash lump sum and
                 within 30 days after the date  of termination, the aggregate
                 of the following amounts:
               
                 -  to the extent not theretofore paid,  the Executive's Base
                    Salary through the date of termination; and
                                  
        <PAGE>
               
                 -  the product of  (x) the Bonus  paid to the  Executive for
                    the last  full  fiscal  year,  and  (y) a  fraction,  the
                    numerator of which is  the number of days  in the current
                    fiscal year  through  the date  of  termination, and  the
                    denominator of which is 365; and
                                  
                 -  the product of three times (two  times if the termination
                    occurs during the last  year of this Agreement)  the lump
                    sum of  (i)  the Base Salary  and (ii) the  highest Bonus
                    paid to Executive during any of the  last two years prior
                    to termination; and
                                 
                 -  in the case  of compensation  previously deferred  by the
                    Executive, all amounts previously deferred (together with
                    any  accrued  interest  thereon)  and  not  yet  paid  by
                    CompuTrac, and any accrued  vacation pay not yet  paid by
                    CompuTrac; and
                                 
                 -  all other  amounts  accrued or  earned  by the  Executive
                    through the  date of  termination  and amounts  otherwise
                    owing under  the  then  existing  plans and  policies  at
                    CompuTrac; and
               
            (ii) for  the remainder  of the  term of  this Agreement  or such
                 longer period  as any plan,  program or policy  may provide,
                 CompuTrac shall  continue benefits  to the  Executive and/or
                 the Executive's spouse  at least equal to  those which would
                 have been  provided to  them in  accordance with  the plans,
                 programs  and policies  described in  this Agreement  if the
                 Executive's employment had not been terminated.

       5.   Certain Definitions:

            For the purpose of this Agreement, a Change of Control shall mean
       the occurrence of one or more of the following:

            (i)  Individuals who, as of the date hereof, constitute the Board
                 (as of  the date hereof the  Incumbent Board) cease  for any
                 reason  to constitute  at  least a  majority  of the  Board,
                 provided that  any person becoming a  director subsequent to
                 the date hereof whose election or nomination for election by
                 CompuTrac's shareholders was approved by a  vote of at least
                 a majority  of the directors  then comprising  the Incumbent
                 Board (other than an election or nomination of an individual
                 whose initial assumption of office is  in connection with an
                 actual  or  threatened election  contest    relating to  the
                 election of  the Directors of  CompuTrac, as such  terms are
                 used under  rules promulgated under the  Exchange Act) shall
                 be,  for purposes  of this  Agreement, considered  as though
                 such person were a member of the Incumbent Board; or
               
        <PAGE>
               
            (ii) Approval   by   the   stockholders   of   CompuTrac   of   a
                 reorganization,  merger, consolidation,  in each  case, with
                 respect  to  which  persons who  were  the  stockholders  of
                 CompuTrac immediately  prior to such  reorganization, merger
                 or consolidation  do not,  immediately thereafter,  own more
                 than  50% of  the  combined voting  power  entitled to  vote
                 generally in  the election of directors  of the reorganized,
                 merged or  consolidated CompuTrac's then  outstanding voting
                 securities, or a liquidation or  dissolution of CompuTrac or
                 of the  sale of all  or substantially all  of the  assets of
                 CompuTrac.

            For purposes of this Agreement, Cause means:

            (i)  acts of embezzlement  by the Executive that  are intended to
                 result in  substantial personal enrichment of  the Executive
                 at the expense of CompuTrac,
               
            (ii) violations by  the Executive of the  Executive's obligations
                 under this Agreement which are willful and deliberate on the
                 Executive's part and which are not  remedied in a reasonable
                 period  of  time  after  receipt   of  written  notice  from
                 CompuTrac  specifying the  acts  and  the required  remedial
                 actions, or
               
            (iii) the conviction of the Executive of a felony.

            For  purposes  of this  Agreement,  Good  Reason shall  mean  the
       occurrence of one or more of the following:

            (i)  the assignment  of the Executive of  any duties inconsistent
                 with  the Executive's  position (including  status, offices,
                 titles  and  reporting  requirement), authority,  duties  or
                 responsibilities as  contemplated by this Agreement,  or any
                 other action by  CompuTrac which results in  a diminution in
                 such  position,   authority,  duties   or  responsibilities,
                 excluding for this purpose inadvertent  actions not taken in
                 bad faith and which are remedied by CompuTrac promptly after
                 receipt  of written  notice specifying  the actions  and the
                 required remedial action is given by the Executive;
               
            (ii) any  failure  by  CompuTrac  to  comply   with  any  of  the
                 provisions  of   this  Agreement,  other   than  inadvertent
                 failures not occurring  in bad faith and  which are remedied
                 by  CompuTrac  promptly  after  receipt  of  written  notice
                 specifying the  actions and the required  remedial action is
                 given by the Executive;
               
            (iii) CompuTrac's  requiring  the Executive  to  be  based at  any
                 office  or location  other than  the Dallas  Metroplex area,
                 except for travel reasonably required  in the performance of
                 the Executive's responsibilities;
                         
            (iv) any purported  termination by  CompuTrac of  the Executive's
                 employment  otherwise than  as expressly  permitted by  this
                 Agreement; or
                         
            (v)  the occurrence  of a Change of  Control before a  Section 18
                 Termination.

       <PAGE>

       6.   Disability:

            If during  the term  of this Agreement,  Executive shall  fail to
       perform his duties hereunder on account of illness or other incapacity
       (except  death,) and  such illness  or incapacity  is continued  for a
       period of  more than  twelve (12)  consecutive weeks,  CompuTrac shall
       have the  right, on thirty (30)  days' notice to Executive,  to reduce
       the pay of Executive to 50% of the Base Salary until Executive is able
       to resume full duties under this  Agreement or until the expiration of
       the term  of this Agreement,  whichever is earlier.   At such  time as
       Executive is able  to resume the full duties required  of him pursuant
       to this Agreement,  he shall, subject to the terms  of this Agreement,
       be reinstated to full Base Salary for  the balance of the term of this
       Agreement  or  until  he  again  becomes  disabled  or  incapacitated.
       CompuTrac's obligations under this Section 6.  Shall be reduced by the
       amount of  disability payments  actually made  to the  Executive under
       Social Security or insurance policies carried by CompuTrac.

       7.   Death:

            In the event of the Executive's  death, similar benefits to those
       provided by Section 6. (50% Base Salary for the remaining term of this
       Agreement)  shall   be  paid  to  Executive's   estate  or  designated
       beneficiary.  These benefits will be reduced by any insurance payments
       made  to  the  estate or  designated  beneficiary  of  Executive  from
       insurance policies carried by CompuTrac for the benefit of Executive's
       estate or  designated beneficiary, including, without  limitation, the
       policy required by Section 3(v).

       8.   Termination for Cause:

            This Agreement is not terminable by CompuTrac except for Cause or
       pursuant to  a Section  18 Termination.   In  the event  CompuTrac has
       Cause  to  terminate  this  Agreement  CompuTrac  may  terminate  this
       Agreement by  providing Executive thirty  (30) days written  notice of
       termination.

       9.   Non-Compete.

            (i)  Executive covenants and agrees, which covenant and agreement
                 is the essence of this Agreement,  that during the period of
                 his  employment and  for a  period of  eighteen (18)  months
                 after  any  termination  other  than   for  Good  Reason  or
                 termination  upon  the  expiration  of   the  term  of  this
                 Agreement, he will not at any  time, directly or indirectly,
                 for himself or  for or in conjunction  with (whether through
                 being a controlling person or otherwise,  or as agent for or
                 employee   of,   any   person,   partnership,   association,
                 corporation or entity, compete  with CompuTrac or affiliated
                 corporations (or any  successor to its or  their business by
                 merger,  sale or  otherwise,)  in  the design,  development,
                 operation and/or sale of turnkey data and/or word processing
                 systems,  and/or  time-shared  computer services  for  legal
                 firms.
                         
            (ii) The  provisions  of  this Section  9  are  not  intended  to
                 restrict the  Executive from the  practice of  law following
                 termination of this Agreement, nor from providing consulting
                 services  to the  law  firms for  which  the Executive  will
                 receive professional fees.

       <PAGE>

       10.  Confidential Information - Certain Remedies:

            The parties hereto recognize that the services to be performed by
       Executive are special  and unique and that Executive  has acquired and
       will acquire confidential information by virtue of his employment with
       CompuTrac.   Executive agrees to  keep such  information confidential.
       In the event of any breach,  threatened or actual, by Executive of his
       covenant under Section 9 or Section  10., whether before or subsequent
       to any termination of employment, it  is expressly agreed that, as the
       only remedy available  to CompuTrac, CompuTrac shall be  entitled as a
       matter of right to a writ of injunction to prevent such breach without
       the necessity of posting a bond.  If Executive challenges the right of
       CompuTrac  to   obtain  an  injunction   and  a  Court   of  competent
       jurisdiction  determines  that  as  a matter  of  law  the  remedy  of
       injunction  is not  available, CompuTrac  may  then seek  compensatory
       damages for any breach of Section 9. or 10.

       11.  Waiver:

            Failure to insist  upon strict compliance with any  of the terms,
       covenants or conditions  hereof, shall not be deemed a  waiver of such
       term, covenant or condition, nor shall any waiver or relinquishment of
       any right or power hereunder at any one or more times or in any one or
       more instances,  be deemed a waiver  or relinquishment of the  same or
       any other right or power at any other time or in any other instance.

       12.  Amendment:

            This Agreement may not be modified or amended in any manner or to
       any extent,  except by  an instrument  in writing  duly signed  by the
       parties hereto.

       13.  Miscellaneous:

            (i)  CompuTrac shall not require any change of the normal conduct
                 of its business that would require the Executive to relocate
                 his residence outside of the Dallas, Texas area.
                         
            (ii) All   inventions,    tradenames,   trademarks,   copyrights,
                 improvements, processes, devices and computer software made,
                 discovered or developed by Executive during  the term of his
                 employment  with   CompuTrac  which   may  be   directly  or
                 indirectly useful  in or  which relate to  any phase  of the
                 business in which CompuTrac is engaged, is actively planning
                 to be engaged or in which CompuTrac or its predecessors have
                 been engaged, shall be the property  of CompuTrac.  Upon the
                 request  and at  the expense  of CompuTrac,  Executive shall
                 make  application in  due form  to any  domestic or  foreign
                 registry  requested by  CompuTrac  for patents,  trademarks,
                 copyrights  or   similar  protection  and  will   assign  to
                 CompuTrac  all  his  rights,  title  and  interest  to  said
                 inventions,   improvements,  processes,   devices,  computer
                 software, patents, trademarks,  tradenames  and copyr ights,
                 and sh all
                         
             <PAGE>
                         
            (iii)   execute any instruments necessary or  which CompuTrac may
                 deem  desirable and  will cooperate  with  CompuTrac in  all
                 respects in  connection with any continuations,  renewals or
                 reissues of  patents, trademarks, tradenames,  copyrights or
                 similar protection or  in the conduct of  any proceedings or
                 litigation  in   regard  thereto.     Upon   termination  of
                 employment with  CompuTrac, Executive  agrees to  deliver to
                 CompuTrac all  records, documents,  data and  computer media
                 records  of   CompuTrac  in   his  possession   or  custody.
                 Notwithstanding   the   foregoing,   upon   termination   of
                 employment for any reason, other than Cause, Executive shall
                 have a perpetual non-exclusive free license to use, improve,
                 sell  or  license  any   of  computer  software,  invention,
                 process,  device or  improvement developed  by or  under the
                 direction of Executive during his employment with CompuTrac,
                 so  long as  Executive's  activities in  this  area are  not
                 directed to law firms or other markets in which CompuTrac is
                 then involved or is actively planning  to be involved or are
                 competitive with the activities of CompuTrac  at the time of
                 the termination of Employment.
                         
            (iv) Executive shall not be required to mitigate damages.

       14.  Notice:

            Any and all notices to be  sent hereunder shall be sufficient, if
       in writing  and deposited in  the United States  mail by  certified or
       registered  mail, to  the respective  parties at  the addresses  shown
       below:

                      CompuTrac:     CompuTrac, Inc.
                                     222 Municipal Drive
                                     Richardson, Texas 75080-3583

                      Executive:     Harry W. Margolis
                                     222 Municipal Drive
                                     Richardson, Texas 75080-3583

       or to such  other party and/or address as may  be hereafter designated
       in written notice from one party to the other.

       15.  Successors:

            This Agreement shall be binding upon  and inure to the benefit of
       CompuTrac, its successors and assigns,  upon any merger, consolidation
       or  sale of  substantially  all  of the  assets  of  CompuTrac.   This
       Agreement terminates  and supersedes  all existing  agreements between
       CompuTrac and  Executive, relating to  the performance of  services by
       Executive.

       <PAGE>

       16.  Governing Law:

            This Agreement shall  be deemed to be made in  the State of Texas
       and shall  be construed in  accordance with the  laws of the  State of
       Texas.

       17.  Severability:

            The  invalidity  or unenforceability  of  any  provision of  this
       Agreement shall not affect the validity or enforceability of any other
       provision of this  Agreement.  In the event any  provision of Sections
       9. and 10. Of this Agreement is  deemed broader or to involve a longer
       period of  time than  is enforceable under  applicable law,  then such
       provision shall  be forthwith amended to  be the broadest  and longest
       provisions permitted by applicable law.

       18.  Termination by CompuTrac:

            In the event that for any fiscal years ending on or after January
       31, 1999, the consolidated after tax  return rate of return on average
       equity for  CompuTrac for such fiscal  year is less than  the lower of
       (i) the average yield for a 30 year U.S. Treasury Bond during the same
       year plus 3%  or (ii) the average  yield for a one  year U.S. Treasury
       Note  during  the same  year,  plus  5%,  the  Board of  Directors  of
       CompuTrac may, by written notice to Executive, reduce the term of this
       Agreement to a date which is no earlier than one year from the date of
       the  receipt of  such written  notice (Section  18 Termination).   The
       average yield of  government securities shall be  determined by taking
       the yield  of such securities as  reported in the Wall  Street Journal
       (national edition) for the last business  day of each month during the
       year being measured and obtaining the average of such end of the month
       yields.  The  consolidated after tax rate of return  on average equity
       for CompuTrac shall  be determined by taking the  equity for CompuTrac
       for the  first day and  the last  day of the  year being  measured and
       obtaining  an  average  of those  two  numbers  (Average  Equity)  and
       dividing the net  income after taxes for CompuTrac for  the year being
       measured by the Average Equity to obtain a rate of return.  The equity
       and the  net income after  taxes for CompuTrac,  for purposes  of this
       Section 18, shall be derived from  the audited financial statements of
       CompuTrac, provided  such financial statements  are prepared  based on
       generally accepted accounting principles consistently applied.

       19.  Arbitration.

                 If  CompuTrac   notifies  the  Executive   that  Executive's
       employment  has been  terminated under  Section 8,  the Executive  may
       demand that  CompuTrac submit  this matter  to binding  arbitration in
       accordance  with  the  binding  Arbitration   Rules  of  the  American
       Arbitration Association.   If the Executive  demands arbitration, both
       parties shall cooperate to expedite such  arbitration proceedings.  If
       the arbitrator finds that CompuTrac's actions  are justified, then the
       Executive shall be entitled only to the pay and benefits designated in
       the following sentence of Section 19.  after termination of employment
       until the  arbitration is concluded and  each side shall bear  its own
       expenses for the arbitration.  CompuTrac shall be required to maintain
       and to  pay the Executive during  the pendency of the  arbitration all
       salary and benefits  otherwise due Executive under  this Agreement for
       no longer  than 180  days after  the notice  of termination  is deemed
       delivered  to  the  Executive.   If  the  Executive  prevails  in  the
       arbitration, the Executive shall be

       <PAGE>

       entitled to all Executive's costs  of arbitration including reasonable
       attorney's fees and shall be entitled to any compensation lost pending
       the outcome of  the arbitration together with interest  at ten percent
       (10%) compounded monthly.


       Dated this 4th day of February, 1998.



       EMPLOYER:

       CompuTrac, Inc.



       _____________________________           ______________________________
       Gerald D. Harris, Director              Kenneth R. Nicholas, Director





       EXECUTIVE:



       ______________________________
       Harry W. Margolis

       <PAGE>
                                 INDEMNITY AGREEMENT

            This Agreement is  made effective as of the 4th  day of February,
       1998, between CompuTrac, Inc., a  Texas corporation (the Corporation),
       and  Harry W.  Margolis (Director),  with reference  to the  following
       facts:

                                      RECITALS:

            WHEREAS, the Director  is currently serving as a  director of the
       Corporation and  the Corporation  wishes the  Director to  continue in
       such capacity; and

            WHEREAS, the  Corporation has indicated  that it does  not regard
       the indemnities available under its bylaws and the insurance remaining
       in effect as  adequate to protect it against the  risk associated with
       claims of  discrimination or  sexual harassment that  may be  filed by
       employees of  the Corporation against the  Corporation as a  result of
       the alleged conduct of the Director.

            As  a condition  of  employment, the  Director  hereby agrees  to
       indemnify the Corporation as follows:

                 1. The  Director  will  hold  harmless   and  indemnify  the
       Corporation and pay on behalf of the Corporation, any related entities
       including  parent,  subsidiaries  or affiliates,  and  the  employees,
       officers, trustees, and directors of any of them, any amount which the
       Corporation is or becomes legally obligated  to pay because any act or
       omission which the Director commits solely when acting in his capacity
       as  a  Director  of  the  Corporation in  violation  of  (i)  the  Age
       Discrimination and Employment Act of 1967, as amended, which prohibits
       age discrimination in  employment; (ii) Title VII of  the Civil Rights
       Act  of  1964,  as amended,  which  prohibits  sexual  harassment  and
       discrimination in  employment based on  race, color,  national origin,
       religion, or sex; (iii) the Equal  Pay Act, which prohibits paying men
       and  women  unequal  pay  for  equal  work;  (iv)  the  American  with
       Disabilities  Act  of  1990, which  prohibits  discrimination  against
       disabled persons; (v) the Family and  Medical Leave Act of 1993, which
       provides for certain leave rights;  (vi) the Vocational Rehabilitation
       Act  of  1973,  which  prohibits  discrimination  against  handicapped
       persons;  or (vii)  the  policies and  procedures  of the  Corporation
       prohibiting acts of sexual harassment and discrimination.
              
                2. The payments which the Director will be obligated to make
       hereunder shall  include, among other  things, settlements  and costs,
       cost and investigation (excluding salaries of officers or employees of
       the  Corporation),  costs  of defense  of  legal  actions,  claims  or
       proceedings and appeals therefrom, and costs  of attachment or similar
       bonds; provided however,  that the Director shall not  be obligated to
       pay fines  or other obligations  or fees imposed  by law  or otherwise
       make any payments  hereunder which he is prohibited  by applicable law
       from paying as indemnity or for any other reason.
              
        <PAGE>
              
                3. If a  claim  under  this Agreement  is  not  paid by  the
       Director, or on his behalf, within  ninety (90) days after the written
       claim has  been received by the  Director, the Corporation may  at any
       time thereafter  bring an  arbitration claim  against the  Director to
       recover the unpaid amount of the  claim and if successful, in whole or
       in part, the Corporation shall also be entitled to be paid the expense
       of prosecuting such claim.
               
                 4. In  the  event  of  payment  under  this  Agreement,  the
       Director shall be  subrogated to the extent of such  payment to all of
       the rights  of recovery  of the Corporation,  which shall  execute all
       papers  required and  shall do  everything  that may  be necessary  to
       secure  such  rights,  including  the   execution  of  such  documents
       necessary to enable  the Director effectively to  bring an arbitration
       claim to enforce such rights.
               
                 5. The Director shall NOT  be liable under this Agreement to
       make  any  payment in  connection  with  any  claim made  against  the
       Corporation:

            a.   For which  payment is actually made  to or in behalf  of the
                 Corporation under a valid  and collectable insurance policy,
                 except  with respect  to  any excess  beyond  the amount  of
                 payment under such insurance;

            b.   If it is determined by a  court of competent jurisdiction or
                 arbitrator that the alleged conduct of  the Director did not
                 constitute  a  violation of  any  statute,  law, policy,  or
                 procedure enumerated in Paragraph 1 of this Agreement;

            c.   For which the Corporation fails to provide notice of a claim
                 timely or to do what is  otherwise required by its insurance
                 policies;

            d.   For which  the Corporation is  entitled to  indemnity and/or
                 payment   by  reason   of  having   given   notice  of   any
                 circumstances which  might give  rise to  a claim  under any
                 policy of insurance,  the terms which have  expired prior to
                 the effective date of this Agreement;

            e.   For  which the  Corporation is  indemnified by  the Director
                 otherwise than pursuant to this Agreement;

            f.   Based  upon or  attributable to  the Corporation  gaining in
                 fact any  profit or  advantage to which  it was  not legally
                 entitled; and

            g.   Brought  about  or  contributed  to  by  the  dishonesty  or
                 wrongful conduct  of any director, officer,  employee, agent
                 or  representative   of  the  Corporation   seeking  payment
                 hereunder;  however,  notwithstanding   the  foregoing,  the
                 Corporation shall  be protected under  this Agreement  as to
                 any  claims upon  which suit  may be  brought against  it by
                 reason of any alleged dishonesty or  wrongful conduct on the
                 part   of  any   director,  officer,   employee,  agent   or
                 representative  of the  Corporation,  unless  a judgment  or
                 other final adjudication thereof  adverse to the Corporation
                 shall  establish  that the  acts  of  active and  deliberate
                 dishonesty had been committed  with actual dishonest purpose
                 and intent, which acts were material  to the cause of action
                 so adjudicated.

       <PAGE>

            h.   For any  act or event  prior to the  effective date  of this
                 agreement.

            i.   For  any  act or  event  for  which  all of  the  conditions
                 precedent required hereunder have not been  met prior to the
                 Directors termination of Employment with the Corporation.

                 6. No cost, charges, or  expenses for which  indemnity shall
       be sought hereunder shall be incurred  without the Director's consent,
       which consent shall not be unreasonably withheld.
              
                 7. The Corporation, as a condition precedent to its right to
       be indemnified under this Agreement, shall give to the Director notice
       in writing within  five (5) days of receipt of  any claim made against
       it for which  indemnity will or could be sought  under this Agreement.
       Notice to  the Director shall  be sent via  hand delivery to  Harry W.
       Margolis, 27 Stonebriar  Way, Frisco, Texas  75034.   In addition, the
       Corporation shall  give the Director such  information and cooperation
       as he may  reasonably require and as shall be  within the authority of
       the Corporation.
               
                 8. Costs and expenses  (including attorney's  fees) incurred
       by the  Corporation in defending  and investigating any  action, suit,
       proceeding, or investigation shall be paid  by the Director in advance
       of the final disposition of such  matter.  The Corporation shall repay
       any such advances  in the event that it is  ultimately determined that
       the Corporation is not entitled to  indemnification under the terms of
       this   Agreement   within   thirty   (30)   days   of   determination.
       Notwithstanding  the   foregoing  or  any  other   provision  of  this
       Agreement, no advance shall be made by the Director if a determination
       is reasonably  and properly  made by  him that,  based upon  the facts
       known to  the Director  at the  time such  determination is  made, the
       Corporation acted in bad faith, and as a result of such actions by the
       Corporation, it  is more likely  than not that  it will  ultimately be
       determined  that the  Corporation is  not entitled  to indemnification
       under the terms of the Agreement.
              
                 9. The Corporation, as a condition precedent to its right to
       be indemnified under this Agreement ,  and as a condition precedent to
       asserting any claim against the Director,  must first pass a corporate
       resolution, agreed to by a majority vote of disinterested non employee
       directors of  the Corporation.  In  order to comply with  the terms of
       this agreement, the resolution must (a)  authorize a claim against the
       Director, and  (b) specify the exact  amount of the  authorized claim,
       and (c) set forth in detail the facts and circumstances upon which the
       claim is based and  (d) be signed by the directors  voting in favor of
       same, and  (d) be hand delivered  to the Director within  5 days after
       the passage of same. Any claim  against the Director shall be limited;
       both terms  of amount and scope,  to the contents of  said resolution.
       The right of  indemnification shall belong solely  to the Corporation.
       No entity, shareholder or individual director  of the Corporation, may
       file  an  arbitration  demand or  otherwise  make  claim  against  the
       Director under  this Agreement.   It  is the  specific intent  of this
       agreement to  exclude all third party  beneficiaries.  It is  also the
       specific intent of  this agreement to prohibit any and  all persons or
       entities, other  than the board of  directors acting in behalf  of the
       Corporation, from asserting  or making any claim  against the Director
       under the terms of this agreement.
              
       <PAGE>
               
                 10. Any claim or controversy  arising out of or relating to
       this Agreement  that cannot  be settled amicably  by agreement  of the
       parties hereto, shall be finally settled by binding arbitration before
       the American Arbitration Association in accordance with the Commercial
       Rules of Arbitration of the American  Arbitration Association, then in
       force, by  one arbitrator  appointed in  accordance with  those rules;
       provided, however, that arbitration proceedings  may not be instituted
       until the party  alleging breach of this Agreement by  the other party
       has given written notice to the  other party and has allowed the other
       party not less  than sixty (60) days  from the date of  such notice to
       remedy any  alleged breach and  the other party  has failed to  do so.
       The  arbitrators  shall  be  appointed  by  the  American  Arbitration
       Association.   The place  of the arbitration  shall be  Dallas, Texas.
       The  award rendered  shall be  final  and binding  upon both  parties.
       Judgment  upon  the   award  may  be  entered  in   any  court  having
       jurisdiction, or  application may be made  to such court  for judicial
       acceptance of  the award and/or an  order of enforcement, as  the case
       may be.  The prevailing party  in this arbitration proceeding shall be
       entitled to receive its reasonable attorneys'  fees and expenses.  All
       reasonable costs of arbitration shall be borne by the losing party.
               
                 11. Nothing herein shall be deemed to diminish or otherwise
       restrict the  right of  the Corporation  to indemnification  under any
       provision  of  the  Certificate of  Incorporation  or  Bylaws  of  the
       Corporation or under Texas law.
               
                 12. This Agreement shall be  governed by and  construed in
       accordance with the  laws of the State of Texas,  excluding its choice
       of law provisions.
               
                 13. This  Agreement may be signed and  executed in multiple
       counterparts, each one of which shall be deemed to be an original, and
       the parties  may sign a  facsimile of this  Agreement, which  shall be
       deemed to be an original.
               
                 14. This Agreement supersedes any  and all prior agreements
       between the parties pertaining to the subject matter hereof.
               
                 15. The  Director  and the  Corporation  have engaged  and
       acknowledged  that  they have  had  the  opportunity to  consult  with
       counsel  concerning this  Agreement,  that they  have  read and  fully
       understand the  terms of  this Agreement  or have  had it  analyzed by
       their respective counsel with sufficient time  and that they are fully
       aware of its contents  and of its legal effect.   The Director and the
       Corporation agree that  this Agreement shall not  be construed against
       the other party on the grounds that such party drafted this Agreement.
       The Director and the Corporation enter  into this Agreement freely and
       voluntarily and with a full understanding of its terms.
               
        <PAGE>
               
                 16. If any of the provisions, terms, clauses, or waivers or
       releases of claims or rights contained  in this Agreement are declared
       illegal, unenforceable,  or ineffective in a  legal or other  forum or
       proceeding,  which the  Director and  the Corporation  agree shall  be
       construed and interpreted  under the laws of the State  of Texas, such
       provisions, terms,  clauses, and  waivers and  releases of  claims and
       rights contained in this Agreement shall remain valid and binding upon
       both parties and  the parties agree that there shall  be added to this
       Agreement  such provisions,  terms, clauses,  waivers,  as are  legal,
       enforceable,  and effective,  and which  most  clearly effectuate  the
       intent and effect of those provisions declared ineffective in whole or
       part.

                 17.  This  Agreement may  not be  changed, modified,  and/or
       altered except by writing signed by the Director and the Corporation.

                 18.  The Director  acknowledges that he has  been advised to
       consult with counsel.

                 19.  This Agreement shall be binding upon all successors and
       assigns  of the  Corporation  (including any  transferring  of all  or
       substantially  all  of  its  assets by  any  successor  by  merger  or
       operation  of law)  and  shall  inure to  the  benefit  of the  heirs,
       personal representative, and estate of the Director.

            IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
       to be  duly executed and  signed as  of the day  and year  first above
       written.

       THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION CONTAINED IN
       PARAGRAPH 10.

       THE DIRECTOR ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS
       IT AND HAS VOLUNTARILY ENTERED INTO IT.

       COMPUTRAC, INC.                              DIRECTOR


       By: _____________________                   _______________________
            George P. McGraw                           Harry W. Margolis


       Title:    President