EXHIBIT 10.15
        Separation Agreement between the Registrant and Gary J. Wilson,
                             dated September 9, 1996
                                                    

                              SEPARATION AGREEMENT


         This SEPARATION AGREEMENT ("Agreement") is made and entered into by and
between  GARY  J.  WILSON  ("Mr.   Wilson")  and  WONDERWARE   CORPORATION  (the
"Company"), as of the Effective Date as defined in Paragraph 11 herein.

                               W I T N E S S E T H

         WHEREAS,  Mr.  Wilson has tendered his  resignation  as an employee and
officer of the  Company,  and all other  positions he may hold with the Company,
and wishes to enter into a part-time employment relationship with the Company;

         WHEREAS,  the Company  has  accepted  Mr.  Wilson's  resignation  as an
employee  and officer of the Company,  and all other  positions he may hold with
the Company, and wishes to enter into a part-time  employment  relationship with
Mr. Wilson and provide him with certain benefits in consideration of his service
to the Company and the promises and covenants of Mr. Wilson as contained herein;

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein, it is agreed by and between the parties hereto as follows:


                  1.        RESIGNATION.  Mr. Wilson  has  tendered  and  the 
Company has accepted Mr. Wilson's  resignation as an employee and officer of the
Company,  and all  other  positions  he may  hold  with the  Company,  effective
September 9, 1996 (the "Separation Date").


                  2.        ACCRUED SALARY AND PAID TIME OFF. On the Separation
Date,  the Company will pay Mr. Wilson all accrued  salary,  and all accrued and
unused  paid  time  off  earned  prior  to  the  Separation  Date,   subject  to
standaACCRUED SALARY AND PAID TIME OFF. On the Separation Date, the Company will
pay Mr.  Wilson all  accrued  salary,  and all  accrued and unused paid time off
earned prior to the Separation Date,  subject to standard payroll deductions and
withholdings.

                  3. EXPENSE REIMBURSEMENT. Within ten (10) business days of the
Effective   Date,   Mr.  Wilson  will  submit  his  final   documented   expense
reimbursement statement reflecting all business expenses he incurred through the
Separation  Date,  if any, for which he seeks  reimbursement.  The Company shall
reimburse Mr. WilsoEXPENSE  REIMBURSEMENT.  Within ten (10) business days of the
Effective   Date,   Mr.  Wilson  will  submit  his  final   documented   expense
reimbursement statement reflecting all business expenses he incurred through the
Separation  Date,  if any, for which he seeks  reimbursement.  The Company shall
reimburse Mr. Wilson's  expenses pursuant to Company policy and regular business
practice.

                  4. PART-TIME EMPLOYMENT AGREEMENT. Mr. Wilson shall serve as a
part-time employee of the Company under the terms specified below. The part-time
employment  relationship  shall  commence on the  Separation  Date and  continue
through  March 9, 1997, or if Mr.  Wilson's  services  under this  Agreement are
terminated by the Company in accordance  with paragraph 14 hereof prior to March
9, 1997, the date such terminatiPART-TIME EMPLOYMENT AGREEMENT. Mr. Wilson shall
serve as a part-time  employee of the Company under the terms  specified  below.
The part-time employment  relationship shall commence on the Separation Date and
continue through March 9, 1997, or if Mr. Wilson's services under this Agreement
are  terminated by the Company in accordance  with  paragraph 14 hereof prior to
March 9, 1997, the date such termination is effective (the "Part-Time Employment
Period").

                           a.        Duties.  Mr. Wilson  agrees to provide  
services to the Company in any area of his  expertise  upon  reasonable  request
made from time to time by and at the  direction of the Board of Directors of the
Company.  He agrees to utilize his expertise and act in a professional manner in
performing  these  services.  The  services  to be provided  hereunder  shall be
performed in Orange  County,  California at such times as mutually  agreed to by
the  parties,   after  reasonable  notice,  taking  into  account  vacation  and
scheduling  conflicts.  Mr. Wilson  agrees to make himself  available to perform
such services  throughout the Part-Time  Employment  Period,  up to a maximum of
twenty (20) hours per month.  Mr.  Wilson agrees that  throughout  the Part-Time
Employment  Period  he  will  continue  to be  bound  by the  Company's  written
employment  policies,  procedures  and  practices  as  contained in its employee
haDuties.  Mr. Wilson  agrees to provide  services to the Company in any area of
his  expertise  upon  reasonable  request  made  from time to time by and at the
direction of the Board of  Directors  of the  Company.  He agrees to utilize his
expertise and act in a professional  manner in performing  these  services.  The
services  to  be  provided  hereunder  shall  be  performed  in  Orange  County,
California at such times as mutually agreed to by the parties,  after reasonable
notice, taking into account vacation and scheduling conflicts. Mr. Wilson agrees
to make himself  available to perform such  services  throughout  the  Part-Time
Employment  Period,  up to a maximum of twenty (20) hours per month.  Mr. Wilson
agrees that  throughout the Part-Time  Employment  Period he will continue to be
bound by the Company's written employment policies,  procedures and practices as
contained in its employee handbook.

                  Salary and Benefits. 

                                    ii.      Salary.  During the  Part-Time 
Employment  Period,  Mr. Wilson shall receive eleven  thousand six hundred sixty
six dollars and sixty-seven  cents  ($11,666.67) per month,  subject to standard
deductions and witSalary.  During the Part-Time  Employment  Period,  Mr. Wilson
shall  receive  eleven  thousand six hundred  sixty six dollars and  sixty-seven
cents ($11,666.67) per month, subject to standard deductions and withholdings.

                                    iv.      Stock Option. The Company  and Mr.
Wilson each  acknowledge  that,  pursuant to the terms of his outstanding  stock
option (the "Option"),  the term and vesting of such Option will continue beyond
the  SeparatStock  Option.  The Company and Mr.  Wilson each  acknowledge  that,
pursuant to the terms of his outstanding  stock option (the "Option"),  the term
and vesting of such Option will continue  beyond the Separation Date and for the
duration of the Part-Time  Employment  Period.  Mr. Wilson further  acknowledges
that the Option will cease vesting and  terminate in  accordance  with its terms
upon completion of the Part-Time Employment Period.

                                    vi.      Health Insurance. The Company will
continue Mr. Wilson's health insurance benefits under the Company's group health
insurance  plans during the  Part-Time  Employment  Period.  Thereafter,  to the
extent  permitted by law and by the Company's group health  insurance plans, Mr.
Wilson  will be eligible to continue  his health  insurance  benefits  under the
federal COBRA law, at his own expense for up to eighteen (18) months and, later,
to convert to an  individual  policy if he wishes.  At the end of the  Part-Time
Employment  Period,  Mr.  WilsHealth  Insurance.  The Company will  continue Mr.
Wilson's health  insurance  benefits under the Company's group health  insurance
plans  during  the  Part-Time  Employment  Period.  Thereafter,  to  the  extent
permitted by law and by the Company's group health  insurance  plans, Mr. Wilson
will be eligible to continue  his health  insurance  benefits  under the federal
COBRA law,  at his own expense for up to  eighteen  (18) months and,  later,  to
convert  to an  individual  policy  if he  wishes.  At the end of the  Part-Time
Employment  Period,  Mr. Wilson will be provided  with a separate  notice of his
COBRA rights.
                                    viii.    Other  Compensation.  Except as 
expressly provided herein, Mr. Wilson acknowledges that he will not receive (nor
is  he  entitled  to)  any  additional   compensation,   severance  or  benefits
(including,  but not  limitedOther  Compensation.  Except as expressly  provided
herein, Mr. Wilson acknowledges that he will not receive (nor is he entitled to)
any additional compensation,  severance or benefits (including,  but not limited
to, life insurance and disability insurance) from the Company.

                           d.        Limitations  on  Authority.  Mr. Wilson  
shall have no  responsibilities or authority as an employee of the Company other
than as provided for above. Mr. Wilson hereby agrees not to represent or purport
to represent the Company in any manner whatsoever to any third party,  including
any employee of the Company, unless authorized by the Company, in writing, to do
so or as otherwise  necessary to carry out the duties requested  oLimitations on
Authority. Mr. Wilson shall have no responsibilities or authority as an employee
of the Company other than as provided for above. Mr. Wilson hereby agrees not to
represent or purport to represent  the Company in any manner  whatsoever  to any
third party,  including  any employee of the Company,  unless  authorized by the
Company,  in writing, to do so or as otherwise necessary to carry out the duties
requested of him by the Board of Directors in accordance with paragraph 4.a.

                           f.        Other Work   Activities.   Throughout  the
Part-Time  Employment  Period,  Mr.  Wilson  retains  the  right  to  engage  in
employment,  consulting or other work  relationships in addition to his work for
the Company. The Company will make reasonable  arrangements to enable Mr. Wilson
to perform  his work for the  Company at such times and in such a manner so that
it will not interfere with other  activities in which he may engage.  Other Work
Activities.  Throughout the Part-Time  Employment Period, Mr. Wilson retains the
right to  engage  in  employment,  consulting  or other  work  relationships  in
addition  to his  work  for  the  Company.  The  Company  will  make  reasonable
arrangements  to enable Mr.  Wilson to perform  his work for the Company at such
times and in such a manner so that it will not interfere  with other  activities
in which he may engage.

                  5.  NONSOLICITATION.   Mr.  Wilson  agrees  that,  during  the
Part-Time Employment Period and for one (1) year thereafter, he will not, either
directly or through others,  solicit or attempt to solicit any person (including
any entity) who is then an employee, consultant or independent contractor of the
Company to terminate his, her or its  relationship  with the Company in order to
become an employee,  consultant  or  independent  contractoNONSOLICITATION.  Mr.
Wilson agrees that, during the Part-Time  Employment Period and for one (1) year
thereafter,  he will not, either directly or through others,  solicit or attempt
to solicit any person (including any entity) who is then an employee, consultant
or  independent  contractor  of  the  Company  to  terminate  his,  her  or  its
relationship  with the  Company in order to become an  employee,  consultant  or
independent contractor to or for any other person or entity.

                  7.  PROPRIETARY  INFORMATION  OBLIGATIONS.  Mr.  Wilson hereby
agrees to be bound  throughout the Part-Time  Employment  Period by the terms of
his  Proprietary   Information  and  Inventions   Agreement  (the   "Proprietary
Information  Agreement"),  a copy of which is  attached  hereto  as  Exhibit  A,
certain  obligations under which continue after the termination of the Part-Time
Employment   Period,  as  specified  in  the  Proprietary   InformatiPROPRIETARY
INFORMATION  OBLIGATIONS.  Mr. Wilson hereby agrees to be bound  throughout  the
Part-Time  Employment  Period by the terms of his  Proprietary  Information  and
Inventions Agreement (the "Proprietary Information Agreement"),  a copy of which
is attached hereto as Exhibit A, certain  obligations under which continue after
the  termination  of  the  Part-Time  Employment  Period,  as  specified  in the
Proprietary Information Agreement.

                  9.  COMPANY  PROPERTY.  Mr.  Wilson  agrees  to  return to the
Company,  within ten (10)  business  days of the  Effective  Date,  all  Company
documents (and all copies thereof) and other Company property in his possession,
or his control,  including,  but not limited to, Company files, notes, drawings,
records,  business plans and forecasts,  financial information,  specifications,
computer-recorded  information,  tangible  property,  credit cards, entry cards,
identification  badges and keys; and, any materials of any kind which contain or
embody  any  proprietary  or  confidential  material  of the  Company  (and  all
reproductions thereof),  including without limitation Company Inventions,  Third
Party Information and Proprietary  Information (as such terms are defined in the
Proprietary  Information  Agreement);  provided,  however,  that  if Mr.  Wilson
discovers any such documents or property in his possession  after the expiration
of such 10-day period,  Mr. Wilson agrees to return such property to the Company
as soon as practicable  following  discovery.  Mr. Wilson agrees that, as of the
Separation  Date,  he will  neither use  Company  property  nor possess  (except
pending the return of such property as contemplated in this paragraph 7) Company
property,  except such property which the Board  specifically  authorizes him to
use or possess for the sCOMPANY  PROPERTY.  Mr.  Wilson  agrees to return to the
Company,  within ten (10)  business  days of the  Effective  Date,  all  Company
documents (and all copies thereof) and other Company property in his possession,
or his control,  including,  but not limited to, Company files, notes, drawings,
records,  business plans and forecasts,  financial information,  specifications,
computer-recorded  information,  tangible  property,  credit cards, entry cards,
identification  badges and keys; and, any materials of any kind which contain or
embody  any  proprietary  or  confidential  material  of the  Company  (and  all
reproductions thereof),  including without limitation Company Inventions,  Third
Party Information and Proprietary  Information (as such terms are defined in the
Proprietary  Information  Agreement);  provided,  however,  that  if Mr.  Wilson
discovers any such documents or property in his possession  after the expiration
of such 10-day period,  Mr. Wilson agrees to return such property to the Company
as soon as practicable  following  discovery.  Mr. Wilson agrees that, as of the
Separation  Date,  he will  neither use  Company  property  nor possess  (except
pending the return of such property as contemplated in this paragraph 7) Company
property,  except such property which the Board  specifically  authorizes him to
use or  possess  for the sole  purpose  of  performing  his  duties  under  this
Agreement.


                  12.  NONDISPARAGEMENT.  Mr.  Wilson agrees that he will not at
any time intentionally  disparage the Company in any manner likely to be harmful
to the Company, its business reputation,  or the personal or business reputation
of its directors, stockholders or employees, and the Company agrees that neither
it nor its representatives  will at any time intentionally  disparage Mr. Wilson
or his personal or business  reputation,  provided that each party shall respond
accurately and fully to any question,  inquiry or request for  information  when
requNONDISPARAGEMENT.   Mr.   Wilson  agrees  that  he  will  not  at  any  time
intentionally  disparage  the Company in any manner  likely to be harmful to the
Company, its business reputation,  or the personal or business reputation of its
directors, stockholders or employees, and the Company agrees that neither it nor
its representatives  will at any time intentionally  disparage Mr. Wilson or his
personal  or  business  reputation,  provided  that  each  party  shall  respond
accurately and fully to any question,  inquiry or request for  information  when
required by legal process.

                  14. CONFIDENTIALITY. The provisions of this Agreement shall be
held in  strictest  confidence  by Mr.  Wilson and the  Company and shall not be
publicized  or  disclosed  in  any  manner   whatsoever.   Notwithstanding   the
prohibition  in the  preceding  sentence:  (a) the  parties  may  disclose  this
Agreement in confidence to their respective  attorneys,  accountants,  auditors,
tax  preparers,  and  financial  advisors  (and, in the case of Mr.  Wilson,  to
members of his family); (b) the Company may disclose this Agreement as necessary
to fulfill  standard  or legally  required  corporate  reporting  or  disclosure
requirements;  and (c) the parties may disclose this  Agreement  insofar as such
disclosure  may be necessary  to enforce its terms or as  otherwise  required by
law. In particular  (and without  limitation),  Mr. Wilson agrees not to discuss
the contents of this Agreement with present or former Company employees or other
personnel,    except    to    the    extent    necessary    to    explain    his
part-timeCONFIDENTIALITY.  The  provisions  of this  Agreement  shall be held in
strictest  confidence  by Mr. Wilson and the Company and shall not be publicized
or disclosed in any manner  whatsoever.  Notwithstanding  the prohibition in the
preceding sentence: (a) the parties may disclose this Agreement in confidence to
their respective attorneys, accountants,  auditors, tax preparers, and financial
advisors  (and, in the case of Mr.  Wilson,  to members of his family);  (b) the
Company may disclose this Agreement as necessary to fulfill  standard or legally
required corporate reporting or disclosure requirements; and (c) the parties may
disclose this Agreement  insofar as such  disclosure may be necessary to enforce
its  terms  or  as  otherwise  required  by  law.  In  particular  (and  without
limitation),  Mr.  Wilson  agrees not to discuss the contents of this  Agreement
with  present or former  Company  employees  or other  personnel,  except to the
extent  necessary  to explain his  part-time  employment  relationship  with the
Company or to carry out his duties under this Agreement.

                  16. RELEASE OF CLAIMS BY MR.  WILSON.  Except as otherwise set
forth in this  Agreement,  Mr.  Wilson  hereby  releases,  acquits  and  forever
discharges the Company, its officers,  directors,  agents, attorneys,  servants,
employees, shareholders, successors, assigns and affiliates, of and from any and
all claims, liabilities,  demands, causes of action, costs, expenses,  attorneys
fees,  damages,  indemnities and  obligations of every kind and nature,  in law,
equity, or otherwise,  known and unknown,  suspected and unsuspected,  disclosed
and  undisclosed,  arising out of or in any way related to  agreements,  events,
acts or conduct at any time prior to and  including  the date Mr.  Wilson  signs
this  agreement,  including  but not  limited  to:  any and all such  claims and
demands  directly or indirectly  arising out of or in any way connected with Mr.
Wilson's  employment  with the Company or the  termination  of that  employment;
claims or demands related to salary, bonuses, commissions, stock, stock options,
or any other ownership interests in the Company,  vacation pay, fringe benefits,
expense  reimbursements,  severance benefits, or any other form of compensation;
claims pursuant to any federal,  state or local law, statute, or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as amended;
the federal Age  Discrimination  in Employment Act of 1967, as amended ("ADEA");
the  federal  Americans  with  Disabilities  Act of 1990;  the  California  Fair
Employment  and Housing  Act,  as  amended;  tort law;  contract  law;  wrongful
discharge;  discrimination;  harassment; fraud; defamation;  emotional distress;
and breach of the implied covenant of good faith and fair dealing.

                  18. ADEA WAIVER. Mr. Wilson  acknowledges that he is knowingly
and  voluntarily  waiving and releasing any rights he may have under the federal
Age  Discrimination in Employment Act of 1967, as amended.  He also acknowledges
that the  consideration  given  for the  waiver  in the  above  paragraph  is in
addition  to  anything  of value to which he was  already  entitled.  He further
acknowledges  that he has been advised by this writing,  as required by the ADEA
that: (a) his waiver and release do not apply to any claims that may arise after
the date he signs this  Agreement;  (b) he has been  advised to consult  with an
attorney prior to executing  this  Agreement;  (c) he has  twenty-one  (21) days
within which to consider this  Agreement  (although he may choose to voluntarily
execute  this  Agreement  earlier);  (d) he has  seven  (7) days  following  the
execution of this  Agreement to revoke the Agreement;  (e) this Agreement  shall
not be effective  until the date upon which the  revocation  period has expired,
which shall be the eighth day after this  Agreement  is executed by Mr.  Wilson,
provided that the Company has also signed the Agreement by that date ("Effective
Date").

                  20. RELEASE BY THE COMPANY. The Company, on its behalf and its
directors,  successors,  assigns and affiliates,  hereby  releases,  acquits and
forever discharges Mr. Wilson and his agents, successors, assigns and affiliates
from  any and  all  claims,  liabilities,  demands,  causes  of  action,  costs,
expenses,  attorneys fees, damages,  indemnities,  and obligations of every kind
and nature,  in law,  equity,  or  otherwise,  known and unknown,  suspected and
unsuspected,  disclosed and undisclosed  arising out of or in any way related to
agreements,  events,  acts or  conduct at any time  prior to and  including  the
Effective Date,  including but not limited to: any act or omission by Mr. Wilson
within the authorized course and scope of his employment with the Company,  with
the exception of any claim arising out of his  obligations  under this Agreement
or his proprietary information obligations.

                  22.       SECTION 1542 WAIVER.  Mr.  Wilson and the Company 
acknowledge that they have read and understanSECTION 1542 WAIVER. Mr. Wilson and
the Company  acknowledge that they have read and understand  Section 1542 of the
Civil Code of the State of California which reads as follows:

         A general release does not extend to claims which the creditor does not
         know or  suspect  to exist in his  favor at the time of  executing  the
         release,  which  if  known by him must  have  materially  affected  his
         settlement with the debtor.

Mr. Wilson and the Company hereby  expressly waive and relinquish all rights and
benefits under that section and any law or legal  principle of similar effect in
any jurisdiction  with respect to the release of unknown and unsuspected  claims
granted in this Agreement.

                  23. TERMINATION OF PART-TIME EMPLOYMENT BY THE COMPANY. In the
event that Mr. Wilson materially breaches any provision of this Agreement or the
Proprietary Information Agreement, the Company at its election may terminate Mr.
Wilson's  part-time  employment  by the Company and its  obligation  to make any
further  payments to Mr. Wilson  pursuant to paragraph 4 hereof  effective  upon
written notice to Mr. Wilson. Mr. Wilson acknowledges that the Option will cease
vesting and  terminate in  accordance  with the  applicable  terms of the option
agreement upon the termination of his part-time  employment by the Company.  All
provisions of this Agreement  (other than paragraph 4) and all provisions of the
Proprietary  Information  Agreement shall survive such termination and remain in
full force and effect. The rights under this paragraph 14 are in addition to any
other  rights or  remedies  at law or in equity,  that the  Company  may have to
enforce this Agreement.

                  24.       NO  ADMISSIONS.  It is  understood  and agreed by 
Mr.  Wilson  and  the  Company  that  this  Agreement  represents  a  compromise
settlement  of  various   matters,   and  that  the  promises  and  payments  in
consideration of this Agreement shall not be construed to be an admission of any
liability  or  obligation  by either  party to the  other  party or to any other
person.

                  25.   NOTICES.    All   notices,    instructions   and   other
communications  given  hereunder or in connection  herewith shall be in writing.
Any such  notice,  instruction  or  communication  shall be sent  either  (a) by
registered or certified mail, return receipt requested,  postage prepaid, or (b)
via a reputable  express courier service,  in each case to the address set forth
below.  Any such notice,  instruction or  communication  shall be deemed to have
been delivered  three (3) business days after it is mailed,  by certified  mail,
postage prepaid,  return receipt requested, or one business day after it is sent
via a reputable nationwide overnight courier service.

If to the Company:                          Wonderware Corporation
                                            100 Technology Drive
                                            Irvine, California 92718
                                            Attn:  President

If to Mr. Wilson:                           Mr. Gary J. Wilson
                                            21301 Birdhallow
                                            Trabuco Canyon, CA 92679

Either party may give any notice,  instruction  or  communication  in connection
with this Agreement using any other means (including personal delivery, telecopy
or ordinary mail),  but no such notice,  instruction or  communication  shall be
deemed to have been  delivered  unless and until it is actually  received by the
party to whom it was sent. Either party may change the address to which notices,
instructions or communications  are to be delivered by giving the other party to
this Agreement notice thereof in the manner set forth in this paragraph 16.


                  26. ENTIRE  AGREEMENT.  This Agreement,  including  Exhibit A,
constitutes the complete, final and exclusive embodiment of the entire agreement
between Mr. Wilson and the Company with regard to the subject matter hereof.  It
is entered into without  reliance on any promise or  representation,  written or
oral, other than those expressly contained herein. It may not be modified except
in a writing signed by Mr. Wilson and a duly authorized  officer of the Company.
Each party has carefully read this Agreement,  has been afforded the opportunity
to be  advised  of its  meaning  and  consequences  by  his  or  its  respective
attorneys, and signed the same of his or its own free will.

                  27.  SUCCESSORS  AND ASSIGNS.  This  Agreement  shall bind the
heirs,   personal   representatives,   successors,   assigns,   executors,   and
administrators of each party, and inure to the benefit of each party, its heirs,
successors and assigns.  However,  because of the unique and personal  nature of
Mr. Wilson's duties under this Agreement,  Mr. Wilson agrees not to delegate the
performance of his duties under this Agreement.

                  28.       APPLICABLE  LAW.  This  Agreement  shall be deemed 
to have been entered into and shall be construed and enforced in accordance with
the laws of the State of  California  as  applied  to  contracts  made and to be
performed entirely within California.

                  29.  SEVERABILITY.   If  a  court  of  competent  jurisdiction
determines  that  any  term  or  provision  of  this  Agreement  is  invalid  or
unenforceable,  in whole or in part,  then the  remaining  terms and  provisions
hereof  shall be  unimpaired.  Such court will have the  authority  to modify or
replace  the  invalid  or  unenforceable  term or  provision  with a  valid  and
enforceable  term or  provision  that most  accurately  represents  the parties'
intention with respect to the invalid or unenforceable term or provision.

                  30. DISPUTE RESOLUTION.  Unless otherwise prohibited by law or
specified below, all disputes,  claims,  and causes of action, in law or equity,
arising  from or relating to this  Agreement  or its  enforcement,  performance,
breach,  or   interpretation   shall  be  resolved  solely  and  exclusively  by
confidential  final and binding  arbitration held in Irvine,  California through
Judicial  Arbitration & Mediation  Services/Endispute,  Inc.  ("JAMS") under the
then  existing  JAMS  arbitration  rules.  However,  nothing in this  section is
intended to prevent  either party from obtaining  injunctive  relief in court to
prevent irreparable harm pending the conclusion of any such arbitration.

                  31.       SECTION HEADINGS.  The section and paragraph  
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.


                  32.       COUNTERPARTS.  This  Agreement  may be  executed in
two  counterparts,  each of which  shall be  deemed  an  original,  all of which
together shall constitute one and the same instrument.

         IN WITNESS  WHEREOF,  the parties have duly  authorized and caused this
Agreement to be executed as follows:


GARY J. WILSON                              WONDERWARE CORPORATION
an individual                               a Delaware corporation



/s/ Gary J. Wilson                          /s/ Roy H. Slavin   President
Date:  September 9, 1996                    Date:  October 1, 1996
<PAGE>


                                   EXHIBIT A

                        Proprietary Information Agreement

                             WONDERWARE CORPORATION

                             Proprietary Information
                            And Inventions Agreement


         In consideration of my employment or continued employment by Wonderware
Corporation,  a Delaware  corporation (the "Company"),  and the compensation now
and hereafter paid to me, I hereby agree as follows:

         1. Recognition of Company's Rights; Nondisclosure.  At all times during
the term of my employment and  thereafter,  I will hold in strictest  confidence
and will  not  disclose,  use,  lecture  upon or  publish  any of the  Company's
Proprietary  Information  (defined  below),  except as such  disclosure,  use or
publication  may be  required in  connection  with my work for the  Company,  or
unless an officer of the company expressly  authorizes such in writing. I hereby
assign to the Company  any rights I may have or acquire in any such  Proprietary
Information  and recognize that all  Proprietary  Information  shall be the sole
property of the Company and its assigns,  and the Company and its assigns  shall
be the sole owner of all patent  rights,  copyrights,  mask work  rights,  trade
secret  rights  and  all  other  rights  throughout  the  world   (collectively,
"Proprietary Rights") in connection therewith.

         The  term   "Proprietary   Information"   shall  mean   trade   secrets
confidential  knowledge,  data  or  any  other  proprietary  information  of the
Company.  By way of illustration but not limitation,  "Proprietary  Information"
includes (a) inventions, mask works, trade secrets, ideas, processes,  formulas,
source and object codes, data,  programs,  other works of authorship,  know-how,
improvements,  discoveries,  developments,  designs and techniques  (hereinafter
collectively  referred to as "Inventions");  and (b) information regarding plans
for research development,  new products,  marketing and selling, business plans,
budgets  and  unpublished  financial  statements,  licenses,  prices  and costs,
suppliers and customers;  and information  regarding the skills and compensation
of other employees of the Company.

         2. Third Party Information. I understand, in addition, that the Company
has received and in the future will receive from third parties  confidential  or
proprietary  information  ("Third Party  Information")  subject to a duty on the
Company's part to maintain the confidentiality of such information and to use it
only  for  certain  limited  purposes.  During  the  term of my  employment  and
thereafter, I will hold Third Party Information in the strictest confidence, and
will not disclose (to anyone other than Company  personnel who need to know such
information  in  connection  with their work for the Company) or use,  except in
connection  with my  work  for  the  Company,  Third  Party  Information  unless
expressly authorized by an officer of the Company in writing.

          3.   Assignment of Inventions.

                  3.1 I hereby  assign to the  Company  all my right,  title and
         interest in and to any and all Inventions (and all  Proprietary  Rights
         with respect  thereto)  whether or not patentable or registrable  under
         patent,  copyright or similar statutes, made or conceived or reduced to
         practice or learned by me, either alone or jointly with others,  during
         the period of my  employment  with the  Company.  I recognize  that the
         Agreement does not require  assignment of any invention which qualifies
         fully for protection  under Section 2870 of the  California  Labor Code
         (hereinafter "Section 2870"), which provides as follows:

                           (a)      Any provision in an employment agreement 
which provides that an employee shall assign, or offer to assign,  any of his or
her  rights  in an  invention  to his or her  employer  shall  not  apply  to an
invention  that the employee  developed  entirely on his or her own time without
using  the  employer's  equipment,   supplies,   facilities,   or  trade  secret
information except for those inventions that either:

                                    (1)     Relate at the time of conception or
reduction to practice of the invention to the employer's business,  or actual or
demonstrably anticipated research or development of the employer.

                                     (2)     Result from any work performed by
 the employee for the employer.

                           (b)      To the extent a provision in an employment
agreement  purports  to require an  employee  to assign an  Invention  otherwise
excluded from being required to be assigned under subdivision (a), the provision
is against the public policy of this state and is unenforceable.

                  3.2 I also  assign to or as  directed  by the  Company  all my
right, title and interest in and to any and all Inventions,  full title to which
is required to be in the United States by a contract between the Company and the
United States or any of its agencies.

                  3.3 I acknowledge  that all original works of authorship which
are made by me (solely or jointly with others) within the scope of my employment
and which are protectable by copyright are "works made for hire," as the term is
defined in the United State copyright Act (17 U.S.C.,  Section 101).  Inventions
assigned to or as directed  by the Company by this  paragraph 3 are  hereinafter
referred to as "Company Inventions."

         4.  Enforcement  of  Proprietary  Rights.  I will assist the Company in
every  proper  way to obtain  and from time to time  enforce  United  States and
foreign  Proprietary  Rights relating to Company  Inventions in any and all such
countries.  To that end I will  execute,  verify and deliver such  documents and
perform such other acts (including  appearances as a witness) as the Company may
reasonable request for use in applying for, obtaining,  perfecting,  evidencing,
sustaining and enforcing such Proprietary Rights and the assignment  thereof. In
addition,  I will execute,  verify and deliver  assignments of such  Proprietary
Rights to the Company or its designee.  My obligation to assist the Company with
respect to Proprietary Rights relating to such Company Inventions in any and all
countries  shall  continue  beyond the  termination  of my  employment,  but the
Company shall  compensate me at a reasonable  rate after my termination  for the
time actually spent by me at the Company's request on such assistance.

                  In the  event the  company  is unable  for any  reason,  after
reasonable  effort,  to secure my signature on any document needed in connection
with the actions  specified in the  preceding  paragraph,  I hereby  irrevocably
designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney in fact, which  appointment is coupled with an interest to
act for and in my behalf to execute,  verify and file any such  documents and to
do all other  lawfully  permitted  acts to further the purposes of the preceding
paragraph  thereon  with the same legal force and effect as if executed by me. I
hereby  waive and  quitclaim  to the Company  any and all claims,  of any nature
whatsoever,  which  I  now  or  may  hereafter  have  for  infringement  of  any
Proprietary Rights assigned hereunder to the Company.

         5.  Obligation  to Keep  Company  Informed.  During  the  period  of my
employment,  and for six (6) months after  termination of my employment with the
Company,  I will  promptly  disclose  to the  Company  fully and in writing  all
Inventions  authored,  conceived  or reduced to practice by me,  either alone or
jointly with others.  In addition,  after  termination of my employment,  I will
disclose  all patent  applications  filed by me, or on my behalf,  within a year
after  termination of employment.  At the time of each such  disclosure,  I will
advise the company in writing of any Inventions that I believe fully qualify for
protection under Section 2870; and I will at that time provide to the Company in
writing all evidence necessary to substantiate the belief. I understand that the
Company will keep in confidence  and will not disclose to third parties  without
my consent any  proprietary  information  disclosed to third parties  without my
consent any proprietary information disclosed in writing to the Company pursuant
to this Agreement relating to Inventions that qualify fully for protection under
the  provisions  of Section  2870. I will  preserve the  confidentiality  of any
Invention that does not fully qualify for protection under Section 2870.

I agree to keep and maintain adequate and current records (in the form of notes,
sketches, drawings and in any other form that may be required by the Company) of
all Proprietary Information developed by me and all Inventions made by me during
the period of my employment at the Company,  which records shall be available to
and remain the sole property of the Company at all times.

         6. Prior Inventions.  Inventions, if any, patented or unpatented, which
I made prior to the  commencement of my employment with the Company are excluded
from the scope of this Agreement.  To preclude any possible uncertainty,  I have
set forth on Exhibit A attached hereto, a complete list of all Inventions that I
have, alone or jointly with others, conceived,  developed or reduced to practice
or caused  to be  conceived,  developed  or  reduced  to  practice  prior to the
commencement  of my  employment  with  the  Company,  that I  consider  to be my
property or the property of the third  parties and that I wish to have  excluded
from the scope of this Agreement. If disclosure of any such Invention on Exhibit
A would cause me to violate any prior  confidentiality  agreement,  I understand
that I am not to list such Inventions in Exhibit A, but am to inform the Company
that all such Inventions have not been listed for that reason.

         7.  Additional  Activities.  I  agree  that  during  the  period  of my
employment  by the Company I will not,  without the  Company's  express  written
consent,  engage in any  employment  of  business  activity  other  than for the
Company, and for the period of my employment by the Company and for one (1) year
after the date of  termination  of my  employment  by the Company I will not (i)
induce any  employee  of the  company to leave the employ of the Company or (ii)
solicit the  business  of any client or  customer of the Company  (other than on
behalf of the Company).

         8. No Improper Use of Materials.  During my employment by the Company I
will not  improperly  use or  disclose  any  confidential  information  or trade
secrets,  if any, of any former  employer or any other  person to whom I have an
obligation  of  confidentiality,  and will not bring  onto the  premises  of the
Company  any  unpublished  documents  or any  property  belonging  to any former
employer or any other  person to whom I have an  obligation  of  confidentiality
unless  consented to in writing by the former employer or person.  I will use in
the performance of my duties only information  which is generally known and used
by persons with training and  experience  comparable to my own,  which is common
knowledge in the industry or otherwise legally in the public domain, or which is
otherwise provided or developed by the Company.

         9. No  Conflicting  Obligation.  I represent that my performance of all
the terms of this  Agreement and as an employee of the Company does not and will
not breach any  agreement to keep in  confidence  information  acquired by me in
confidence or in trust prior to my employment by the Company. I have not entered
into, and I agree I will not enter into, any agreement either written or oral in
conflict herewith.

         10.  Return  of  Company  Documents.  When I leave  the  employ  of the
Company, I will deliver to the Company any and all drawings,  notes,  memoranda,
specifications,  devices,  formulas,  and  documents,  together  with all copies
thereof, and any other material containing or disclosing any Company Inventions,
Third Party  Information  or Proprietary  Information of the Company,  including
disks and other storage media,  filing  cabinets or other work areas, is subject
to inspection by Company personnel at any time with or without notice.  Prior to
leaving,  I will  cooperate  with the  Company in  completing  and  signing  the
Company's termination statement for technical and management personnel.

         Some agreements  include a discussion of the employee's  possible civil
and criminal liability in the event of a violation  thereof.  The following is a
sample provision:

                  "Employee  has  been  informed  and   acknowledges   that  the
unauthorized taking of the Company's trade secrets:

                  i.     could result in civil liability under California Civil
         code Section 3426, and that,if willful, could result in an award for 
         triple the amount of the Company's damages and attorneys' fees; and

                   ii.    is a crime under California Penal Code Section 499(c),
          punishable by imprisonment for a time not exceeding one year, or by a
          fine not exceeding five thousand dollars ($5,000), or by both."

         11. Legal and Equitable Remedies.  Because my services are personal and
unique  and  because  I may  have  access  to and  become  acquainted  with  the
Proprietary  Information  of the  Company,  the Company  shall have the right to
enforce  this  Agreement  and  any of its  provisions  by  injunction,  specific
performance or other equitable  relief,  without bond,  without prejudice to any
other  rights  and  remedies  that the  Company  may  have for a breach  of this
Agreement.

         12. Notices. Any notices required or permitted hereunder shall be given
to the appropriate party at the address specified below or at such other address
as the party shall  specify in writing.  Such notice  shall be deemed given upon
personal  delivery  to the  appropriate  address  or if  sent  by  certified  or
registered mail, three days after the date of mailing.

         13.      General Provisions.

                  13.1     Governing Law.  This Agreement will be governed by 
and construed according to the laws of the State of California.

                  13.2 Entire Agreement.  This Agreement is the final,  complete
and exclusive agreement of the parties with respect to the subject matter hereof
and supersedes and merges all prior  discussions  between us. No modification of
or  amendment  to this  Agreement,  nor any  waiver  of any  rights  under  this
Agreement,  will be  effective  unless  in  writing  signed  by the  party to be
charged.  Any subsequent change or changes in my duties,  salary or compensation
will  not  affect  the  validity  or scope  of this  Agreement.  As used in this
Agreement,  the period of my employment  includes any time during which I may be
retained by the Company as a consultant.

                  13.3  Severability.  If one or more of the  provisions in this
Agreement are deemed  unenforceable  by law, then such  provision will be deemed
stricken from this Agreement and the remaining  provisions will continue in full
force and effect.

                  13.4  Successors  and Assigns.  This Agreement will be binding
upon my heirs,  executors,  administrators and other legal  representatives  and
will be for the benefit of the Company, its successors and its assigns.

                  13.5 Survival.  The provisions of this Agreement shall survive
the  termination  of my employment  and the  assignment of this Agreement by the
Company to any successor in interest or other assignee.

                  13.6  Employment.  I agree and understand that nothing in this
Agreement  shall confer any right with respect to  continuation of employment by
the Company,  nor shall it  interfere in any way with my right or the  Company's
right to terminate my employment at any time, with or without cause.

                  13.7  Waiver.  No waiver by the  Company of any breach of this
Agreement shall be a waiver of any preceding or succeeding  breach. No waiver by
the Company of any right under this Agreement  shall be construed as a waiver of
any other  right.  The  Company  shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.

         This Agreement shall be effective as of the first day of my employment
 with the Company, namely November, 1989.


         I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE
DURING MY  EMPLOYMENT,  AND  RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY'S
CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.

         I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.  I HAVE
 COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.



Dated: November 5, 1993.


/s/ Gary Wilson

GARY WILSON




ACCEPTED AND AGREED TO:


Wonderware Corporation,

A Delaware corporation






By:  /S/ Beccie Crossman

         Its Authorized Officer




<PAGE>