October 23, 1996



Mr. John R. Campbell
22 Old Hill Road
Westport, CT 06880


Dear Mr. Campbell:

               This  letter  sets  forth  the  agreement   between   Continental
Information   Systems   Corporation   (the   "Company")  and  John  R.  Campbell
("Campbell") with respect to certain severance and compensation matters.

               In partial  consideration of Campbell's  serving in the office of
Executive  Vice  President,  in  addition  to and aside  from  whatever  salary,
bonuses,  participations  or  other  benefits  the  Board  or  the  Compensation
Committee may decide on, the Company agrees as follows:


1.  Severance.

               (a) Campbell shall be entitled to receive the following severance
benefits upon the occurrence of a Severance Event (as defined in Exhibit A): (1)
a severance  payment equal to twelve (12) months base salary as in effect on the
date of the Severance Event,  payable,  at Campbell's option in a lump sum or in
twelve (12) equal monthly  installments;  (2) Continued  Benefits (as defined in
Exhibit  A)  until  the  earlier  of  twelve  (12)  months  from the date of the
Severance  Event or the  commencement  by  Campbell of full time  employment  by
another employer;

               (b) Campbell  shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment,  nor, except
as  provided in Section  1(a) above,  shall the amount or term of any payment or
benefits  provided  for in this  Agreement  be  reduced by any  compensation  or
benefits  earned by Campbell  as the result of  employment  by another  employer
after the Date of Termination (as defined in Exhibit A), or otherwise.


2.  General Provisions.

               (a) Binding  Effect.  This  Agreement  shall be binding upon, and
inure to the benefit of, the parties hereto, any successors to or assigns of the
Company and  Campbell's  heirs and the personal  representatives  of  Campbell's
estate.

               (b) Arbitration. Any disputes,  controversies,  or claims arising
out of or related to this  Agreement  ("Disputes")  shall be resolved by binding
arbitration in accordance with the provisions of Exhibit B.

               (c)  Amendment;  Waiver.  This  Agreement  may  not be  modified,
amended or waived in any manner  except by an  instrument  in writing  signed by
both parties hereto; provided, however, that any such modification, amendment or
waiver on the part of the  Company  shall have been  previously  approved by the
Board.  The waiver by either  party of  compliance  with any  provision  of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any other provision of this Agreement or of any subsequent  breach by such party
of a provision of this Agreement.
<PAGE>
               (d) Tax  Withholding.  Payments to  Campbell of all  compensation
contemplated  under this  Agreement  shall be subject  to all  applicable  legal
requirements  with  respect  to the  withholding  of taxes and  social  security
contributions.

               (e)  Governing  Law.  All  matters   affecting  this   Agreement,
including  the  validity  thereof,  are to be governed by, and  interpreted  and
construed in accordance  with,  the laws of the State of New York  applicable to
contracts executed in and to be performed in that State.

               (f)  Notices.  Any notice  hereunder by either party to the other
shall be given in writing by personal delivery or certified mail, return receipt
requested.  If addressed to Campbell, the notice shall be delivered or mailed to
Campbell at the address  first set forth above,  or if addressed to the Company,
the notice  shall be  delivered  or mailed to  Continental  Information  Systems
Corporation,  One Northern Concourse, North Syracuse, New York 13212, Attention:
Secretary,  or such other  address as the Company or Campbell  may  designate by
written  notice at any time or from time to time to the  other  party.  A notice
shall be deemed given, if by personal delivery, on the date of such delivery or,
if by certified mail, on the date shown on the applicable return receipt.

               (g) Effect on Previous Agreements.  This agreement supersedes all
prior oral or written  employment  agreements  between Campbell and the Company,
and all prior or  contemporaneous  negotiations,  commitments,  agreements,  and
writings with respect to the subject matter hereof; all such other negotiations,
commitments,  agreements, and writings will have no further force or effect; and
the parties to any such other  negotiation,  commitment,  agreement,  or writing
will have no further rights or obligations thereunder.

               (h)  Counterparts.  Either of the parties hereto may execute this
Agreement in counterparts,  each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument.

               (i) Headings. The headings of sections herein are included solely
for convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.

               (j)  Term.  This  agreement  will  expire  one year from the date
hereof, unless extended in writing by both parties hereto.

               If you are in agreement with the foregoing, please execute in the
space  provided  below  for  your  signature,  whereupon  this  Agreement  shall
constitute a binding Agreement between Campbell and the Company.


                                    CONTINENTAL INFORMATION SYSTEMS CORPORATION


                                    By:   /s/  JAMES P. HASSETT
                                          ---------------------
                                  Name:        James P. Hassett
                                           Authorized Signatory

ACCEPTED AND AGREED:

/s/ JOHN R. CAMPBELL
    ----------------
    John R. Campbell

Date:  10/30/96
<PAGE>
                                    EXHIBIT A

                   Definitions of Terms Relating to Severance


               1.  Severance  Event:  Termination  by the Company of  Campbell's
employment other than for Cause, or resignation by Campbell from the Company for
Good Reason.

               2. Cause:  Termination  by the Company of  Campbell's  employment
upon (a) Campbell's  willful and continued failure to substantially  perform his
duties  with  the  Company  (other  than  any such  failure  resulting  from his
incapacity  due to  physical or mental  illness),  or (b)  Campbell's  willfully
engaging in misconduct that is materially  injurious to the Company,  monetarily
or  otherwise.  For  purposes of this  paragraph,  no act, or failure to act, on
Campbell's  part shall be  considered  "willful"  unless done,  or omitted to be
done, by him not in good faith and without  reasonable belief that his action or
omission was in the best interest of the Company. Notwithstanding the foregoing,
Campbell shall not be deemed to have been  terminated for Cause unless and until
there shall have been  delivered  to Campbell a copy of a Notice of  Termination
from the Board,  after reasonable  notice to Campbell and an opportunity for him
and his  counsel to be heard  before the Board,  finding  that in the good faith
opinion of the Board he has engaged in conduct warranting  termination for cause
under clauses (a) and (b) above.

               3. Good Reason: Campbell's resignation of his employment with the
Company within 120 days following the occurrence of any of the following events:

                   (a)      Reduction  of  Campbell's  annual base salary  below
                            $175,000;

                   (b)      Without  Campbell's  written  consent  and  measured
                            against  his  status  as of date of  appointment  as
                            Executive Vice  President,  the assignment to him of
                            any duties at a level below his  positions,  duties,
                            responsibilities,  and status, or a reduction in his
                            reporting  responsibilities,  titles, or offices, or
                            any  removal of him from or any  failure to re-elect
                            him to any such positions, except in connection with
                            the   termination   of  his  employment  for  Cause,
                            disability,  or  retirement  or as a  result  of his
                            death, or by him other than for Good Reason; or

                   (c)      The   Company   (i)  does  not  allow   Campbell  to
                            participate in any employee benefit plan on the same
                            terms and conditions  made available to other senior
                            executive  personnel,  or (ii) unilaterally  makes a
                            materially  adverse  change in the economic terms of
                            any  incentive  or bonus plan in which  Campbell  is
                            entitled   to   participate;   provided,   that  the
                            foregoing shall not restrict the Board's  discretion
                            to award bonuses,  stock options, or other incentive
                            compensation in such amounts as it determines;

In the event that Campbell does not resign within 120 days of the  occurrence of
any of the foregoing  events,  his rights with respect to such Good Reason shall
be deemed waived by Campbell.
<PAGE>
               4. Notice of  Termination:  A written notice which shall indicate
the specific termination  provision in this Agreement that is relied upon by the
party terminating  Campbell's employment and which shall summarize the basis for
termination of Campbell's  employment.  Any purported termination by the Company
for Cause,  or Campbell's  resignation  for Good Reason shall be communicated by
Notice of Termination to the other party hereto.

               5.  Date  of  Termination:   (a)  if  Campbell's   employment  is
terminated  for  Cause,  the date  specified  by the  Company  in the  Notice of
Termination, and (b) if Campbell's employment is terminated by Campbell for Good
Reason, the date on which the Notice of Termination is given.

               6. Continued  Benefits:  The following  benefits,  which shall be
maintained  in full force and effect by the  Company for the benefit of Campbell
and his surviving  dependents for the  applicable  period:  all life  insurance,
medical,  health and accident, and disability plans, programs or arrangements in
which  Campbell was entitled to participate  immediately  prior to the Severance
Event,  provided that Campbell's  continued  participation is possible under the
general  terms and  provisions  of such  plans and  programs.  In the event that
Campbell's  participation  in any such plan or program is  barred,  the  Company
shall  make  reasonable  efforts to obtain  insurance  for  Campbell  that would
provide  him with  benefits  substantially  similar to those  which  Campbell is
entitled to receive  under such plans and  programs,  but the Company  shall not
provide those benefits directly if they cannot be obtained through insurance and
shall not be obligated to pay premiums in excess of two (2) times the group rate
previously  paid on his  behalf.  Campbell  agrees that any such  coverage  will
reduce the  applicable  period for which coverage might have to be offered under
applicable  federal or state  laws.  Nothing  in this  provision  shall  provide
eligibility for bonuses,  vacation, or pension or profit-sharing  programs after
the Severance Event,  except as otherwise  required by the  generally-applicable
terms of those programs.
<PAGE>
                                    EXHIBIT B

                             Arbitration Provisions

               1. Any arbitration  required under Section 2(b) of this Agreement
shall be administered by the American Arbitration Association ("AAA"), and shall
be conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules"), as such Rules may be amended from time to
time,  with the  hearing  locale to be  Syracuse,  New York,  unless  some other
location  and/or  arbitrator  are chosen by mutual  consent of the  Company  and
Campbell.

               2. A single neutral arbitrator shall preside over the arbitration
and decide the Dispute (the "Decision"). The AAA shall use its normal procedures
pursuant to the Rules for selection of an arbitrator.

               3. The Decision shall be binding,  and the  prevailing  party may
enforce such decision in any court of competent jurisdiction.

               4. The  parties  shall  cooperate  with each other in causing the
arbitration  to be held in as efficient and  expeditious a manner as practicable
and in this connection to furnish such documents and make available such persons
as the Arbitrator may request.

               5. The parties have selected arbitration in order to expedite the
resolution  of  Disputes  and to reduce the costs and  burdens  associated  with
litigation.  The parties agree that the  Arbitrator  should take these  concerns
into account when  determining  whether to authorize  discovery  and, if so, the
scope of permissible discovery and other hearing and pre-hearing procedures.

               6.  Without  limiting  any other  remedies  that may be available
under  applicable law, the Arbitrator  shall have no authority to award punitive
damages.

               7. The Arbitrator shall render a Decision within ninety (90) days
after  accepting  an  appointment  to serve as  Arbitrator  unless  the  parties
otherwise  agree or the Arbitrator  makes a finding that a party has carried the
burden of showing good cause for a longer period.

               8. All  proceedings  and  decisions  of the  Arbitrator  shall be
maintained in confidence,  to the extent legally  permissible,  and shall not be
made public by any party or any Arbitrator  without the prior written consent of
all parties to the arbitration, except as may be required by law.

               9. Each party shall bear its own costs and  attorneys'  fees, and
the parties shall equally bear the fees,  costs,  and expenses of the Arbitrator
and the  arbitration  proceedings;  provided,  however,  that the Arbitrator may
exercise  discretion to award costs,  but not attorneys' fees, to the prevailing
party.