Exhibit 10.21

                      EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT AGREEMENT (Agreement) is made and effective
as  of  the  8th  day  of February 1997 by  and  between  MUSTANG
SOFTWARE,  INC.,  a  California corporation  (the  Company),  and
JAMES  A.  HARRER (the Employee), with respect to  the  following
facts:

     A.  The  Company  wants  to  be  assured  of  the  continued
association and services of the Employee to take advantage of his
experience, knowledge and abilities in the Company's business and
is willing to employ the Employee, and the Employee desires to be
so  employed,  on  the terms and conditions  set  forth  in  this
Agreement.

     B.  The  Employee  from time to time in his  employment  may
learn trade secrets and other confidential information concerning
the  Company,  and  the Company desires to safeguard  such  trade
secrets and confidential information against unauthorized use and
disclosure.

     ACCORDINGLY, the parties agree as follows:

1    EMPLOYMENT

     1.1  Employment and Duties. The Company employs the Employee
as  President  and  Chief Executive Officer and Employee  accepts
such employment and agrees to do, on the terms and conditions set
forth  below and during the term of this Agreement the  following
duties: Employees duties shall include primary responsibility for
the Companys marketing, overseeing advertising, public relations,
sales  promotion,  merchandising and package design,  identifying
new   markets,  expanding  foreign  markets,  identifying  target
technology,  the  duties as President set forth in  Article  III,
section 7 of the Amended and Restated By-laws of the Company  and
such  other  duties  and  acts in connection  with  the  Companys
business, as reasonably may be required by the Companys Board  of
Directors.

     1.2   Service  to  Others. Employee will devote  his  entire
productive  time, ability and attention to, and  will  diligently
and conscientiously use his best efforts to further the Company's
business and will not, without the prior written consent  of  the
Company's Board of Directors in each instance, do services of any
kind, whether or not for compensation, for any person other  than
the Company, which services, in the sole opinion of the Company's
Board   of   Directors,  might  materially  interfere  with   the
performance of his duties under this Agreement. Employee  is  not
prohibited  from making personal investments in other businesses,
if  those  investments do not require Employee to participate  in
the  operation of such businesses in which he invests and so long
as  none  of  the  investments  are in  companies,  partnerships,
ventures  or entities of any type or kind, or with an  individual
or  individuals,  in competition with or in the same  or  similar
business  as the Company. This limitation does not apply  to  any
stock purchases in any company that is listed on the New York  or
American Stock Exchanges or the Nasdaq Stock Market provided such
purchases  do  not  exceed, in the aggregate, 1  percent  of  the
outstanding stock of such company.

2    COMPENSATION

     2.1    Compensation.  As  the  total  compensation  for  the
services  which the Employee renders to the Company, the  Company
will pay Employee the following:

          2.1.1  An annual base salary in the amount of $144,000.
Said salary, less applicable federal, state and local payroll and
withholding  deductions, will be payable  by  the  Company  on  a
semimonthly  basis  (in  accordance with  the  Companys  standard
payroll practices applicable to all employees) during the term of
this  Agreement. The annual base salary may be increased  by  the
Company from time to time but, if so increased, will not later be
decreased.

          2.1.2   Employee will be entitled to group medical  and
life  insurance as presently in place for Employee  on  the  date
this  Agreement  is  made,  and  reimbursement  of  ordinary  and
necessary  business  expenses, travel  or  otherwise,  and  those
expenses  incurred  by  Employee  in  the  furtherance   of   his
obligations under this Agreement.

          2.1.3  Employee will be entitled to four (4) weeks paid
vacation  per  year  to  be taken during such  period(s)  of  his
choosing.  Employees vacation that is earned but not used  during
the year may be carried over into another year up to an aggregate
maximum  of  five  (5) days. The Company shall pay  Employee  the
appropriate amount, based on Employees base annual salary at  the
date  of  termination,  for any earned but unused  vacation  time
existing at the date of termination of this Agreement.

     2.2   Illness. Subject to Sections 3.2.1 and 3.2.2,  if  the
Employee  is  unable to render the services required  under  this
Agreement  on account of personal injuries or physical or  mental
illness,  he  will continue to receive all payments  provided  in
this Agreement; provided, however, that any such payments may, at
the sole option of the Company, be reduced by any amount that the
Employee  receives  as  disability compensation  for  the  period
covered  by  such  payments  under insurance  policies,  if  any,
maintained by the Company or under government programs.

3    TERM OF EMPLOYMENT AND TERMINATION

     3.1  Term. Unless sooner terminated pursuant to Section 3.2,
the  term of employment under this Agreement will be for one  (1)
year  from  the  date of this Agreement; provided, however,  that
such  term  of  employment  will  be  renewed  automatically  for
successive  one  (1)  year terms unless  written  notice  of  non
renewal is given by either the Company or Employee not less  than
thirty  (30)  days prior to the end of the initial  term  or  any
subsequent one (1) year term. Any such notice of non renewal will
for  purposes of subsection 3.2 of this Agreements  be  deemed  a
notice  of termination without Cause (as defined below) if  given
by  the Company and a notice termination by Employee without Good
Reason (as defined below) if given by Employee.

     3.2   Termination.  Employment  under  this  Agreement  will
terminate  prior to the expiration of its term upon the happening
of any of the following events:

          3.2.1  The death of Employee.

          3.2.2   If  Employee  is absent from  work  because  of
illness  or  incapacity or for any other reason for a  cumulative
period  of  more  than  one  hundred eighty  (180)  days  in  any
consecutive  twelve month period, the Company may terminate  this
Agreement  upon the expiration of thirty days written  notice  to
Employee.

          3.2.3   At the Company's option, with Cause or  without
Cause,  the  Company  may  terminate  this  Agreement  upon   the
expiration of thirty days written notice to Employee.

Cause means (a) the willful and continued failure by the Employee
to  substantially perform his duties under this Agreement  (other
than any such failure resulting from Employees incapacity due  to
physical or mental illness), (b) the willful engaging by Employee
in  misconduct  which  is  materially damaging  to  the  Company,
monetarily or otherwise, or which would substantially impair  the
reputation  and public perception of Company, or (c)  the  wilful
violation  by Employee of any of the provisions of Section  5  of
this Agreement.

          3.2.4  At Employees option, with Good Reason or without
Good  Reason,  Employee  may terminate this  Agreement  upon  the
expiration of thirty days written notice to the Company.

Good  Reason  means (a) a Change in Control of  the  Company  (as
defined below) or (b) a failure by the Company to comply with any
material  provision of this Agreement which has  not  been  cured
within  10 days after notice of the noncompliance has been  given
by Employee to the Company.

Change  in  Control means a change in control of  a  nature  that
would be required to be reported in response to Item 1 of Form 8-
K  or  Item 5(e) of Schedule 14A under Regulation 14A promulgated
under  the  Securities Exchange Act of 1934 (the  Exchange  Act);
provided that, without limitation, such a Change in Control  will
be  deemed  to have occurred if (i) any person (as such  term  is
used in Sections 13(d) and 14(d) of the Exchange Act), other than
the Company, or any person who on the date of this Agreement is a
director  or officer of the Company, is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly
or  indirectly, of securities of the Company representing 20%  or
more   of  the  combined  voting  power  of  the  Company's  then
outstanding securities or, (ii) any person (as such term is  used
in  Sections 13(d) and 14(d) of the Exchange Act), other than the
Company,  acquires  all or substantially all  of  the  assets  or
business  of  the  Company, or (iii) during  any  period  of  two
consecutive   quarters  during  the  term  of   this   Agreement,
individuals  who at the beginning of such period  constitute  the
Board  cease for any reason to constitute at least a majority  of
directors,  unless the election of each director who  was  not  a
director  at  the beginning of such period has been  approved  in
advance  by  directors representing at least  two-thirds  of  the
directors  then in office who were directors at the beginning  of
the period.

4    DUTIES AND COMPENSATION UPON TERMINATION.

     4.1    Duties.  In  the  event that  employment  under  this
Agreement  is terminated, Employee shall continue to perform  his
duties  through the date of termination. After that  neither  the
Company   nor  Employee  shall  have  any  remaining  duties   or
obligations  under  this Agreement except that  (a)  the  Company
shall pay to the Employee, or his estate, such compensation as is
due  pursuant  to  Section  2.l, prorated  through  the  date  of
termination, plus such severance compensation, if any, as is  due
pursuant  to  Section 4.2 and (b) Employee shall continue  to  be
bound by Section 5.

     4.2  Severance Compensation.

          4.2.1  At the date of termination and provided Employee
has  continued  to  perform  his  duties  through  the  date   of
termination, in addition to the compensation payable to  Employee
pursuant  to Section 4.1,  the Company shall pay Employee,  in  a
lump  sum,  the  amount equal to 8.33% of Employees  annual  base
salary  in  effect at the date of termination multiplied  by  the
number of months corresponding to the grounds for termination  in
the table below.


           Grounds for Termination                 Number of
                                                     Months

Death or Disability of Employee pursuant to         Zero (0)
Section 3.2.1 or 3.2.2.

By Company without Cause pursuant to Section        Nine (9)
3.2.3.

By Employee with Good Reason pursuant to
Section 3.2.4.

By Company with Cause pursuant to Section           Four (4)
3.2.3.

By Employee without Good Reason pursuant to
Section 3.2.4.

          4.2.2  Following the date of termination,  the  Company
shall continue to provide Employee with (or pay the premiums for)
the  same  medical coverage that the Company provided to Employee
as   of  the  date  of  termination  for  the  number  of  months
corresponding  to the grounds for termination in  the  table  set
forth in subsection 4.2.1.

The  provisions  of  this  Agreement to  pay  Employee  severance
compensation in the event Employee is terminated for  Cause  will
not  diminish or otherwise affect the Companys right to claim and
recover  damages from Employee as result of any of the events  or
conduct leading to Employees termination for Cause.

5     TRADE SECRETS

     5.1    Trade  Secrets. The Employee shall not,  without  the
prior written content of the Company's Board of Directors in each
instance,  disclose  or  use  in  any  way,  either  during   his
employment by the Company or after it, except as required in  the
course  of  his  employment  with the Company,  any  confidential
business or technical information or trade secret of the  Company
acquired  in  the  course  of  such employment,  whether  or  not
patentable,  copyrightable or otherwise  protected  by  law,  and
whether or not conceived of or prepared by him (collectively, the
Trade  Secrets)  including, without limitation,  any  information
concerning:  existing and contemplated products;  Inventions  (as
defined  below);  manufacturing  procedures,  methods,  machines,
compositions,  technology or formulas; research  and  development
programs;   customer  lists,  customer  usage  and  requirements;
operating  procedures; investments; financing; costs;  employees;
salaries; purchasing; accounting; marketing; merchandising; sales
methods;  pricing;  profits; plans for  future  development;  the
identity,  requirements, preferences, practices  and  methods  of
doing   business  of  specific  parties  with  whom  the  Company
transacts business; and all other information which is related to
any  product,  service or business of the Company, all  of  which
Trade  Secrets  are the exclusive and valuable  property  of  the
Company.   Notwithstanding the foregoing, Trade  Secrets  do  not
include  information which is generally known in the industry  in
which  the Company transacts business or is acquired from  public
sources  and  not gained in breach of this Agreement;  Inventions
means  inventions, mask works, ideas, processes, formulas, source
and object codes, data, programs, other works of authorship, know-
how,   improvements,  discoveries,  developments,   designs   and
techniques.

     5.2    Tangible   Items.  All  files,   accounts,   records,
documents,  books,  forms,  notes, reports,  memoranda,  studies,
compilations  of  information,  correspondence  and  all  copies,
abstracts and summaries of the foregoing, and all other  physical
items  related to the Company, other then a merely personal item,
whether  of a public nature or not, and whether prepared  by  the
Employee  or not, are and shall remain the exclusive property  of
the  Company  and shall not be removed from the  premise  of  the
Company  except  as required in the course of employment  by  the
Company, without the prior written consent of the Company's Board
of  Directors  in each instance, and the same shall  be  promptly
returned  to  the  Company by the Employee on the  expiration  or
termination of his employment or at any time prior to it upon the
request of the Company. Notwithstanding the foregoing or anything
to  the  contrary  herein, Employee may  remove  and  retain  the
following  Company  items  as additional  severance  compensation
irrespective  of the reason for termination: the laptop  computer
and pilot personal organizer primarily used by Employee as of the
date of termination.

     5.3    Solicitation of Employees. During his  employment  by
the  Company  and  for  the  nonsolicitation  period  after  such
employment  specified  in the table below  (such  period  not  to
include  any period of violation this subsection by the  Employee
or  period  which  is  required for litigation  to  enforce  this
subsection and during which the Employee is in violation of  it),
Employee  will not, directly or indirectly, either  for  his  own
benefit  or  purposes  or the benefit or purposes  of  any  other
person,  employ  or offer to employ, call on, solicit,  interfere
with  or  attempt  to  divert  or entice  away  any  employee  or
independent  contractor  of  the Company  (or  any  person  whose
employment  or status as an independent contractor has terminated
within the twelve months preceding the date of such solicitation)
in  any capacity if that person possesses or has knowledge of any
Trade Secrets of the Company.


                                                Nonsolication
                                                Period

If person to be solicited is an employee          12 months

If person to be solicited is an independent        6 months
contractor

     5.4   Injunctive  Relief. Employee acknowledges  and  agrees
that  it  would be difficult to fully compensate the Company  for
damages  resulting from the breach or threatened breach of  these
provisions and, accordingly that the Company will be entitled  to
temporary  and injunctive relief, including temporary restraining
orders,  preliminary  injunctions and permanent  injunctions,  to
enforce  such provisions without the necessity of proving  actual
damages  and without the necessity of posting any bond  or  other
undertaking in connection with it. This provision with respect to
injunctive relief will not, however, diminish the Companys  right
to claim and recover damages.

6    MISCELLANEOUS

     6.1   Severable Provisions. The provisions of this Agreement
are  severable,  and  if  any  one  or  more  provisions  may  be
determined to be illegal or otherwise unenforceable, in whole  or
in   part,   the   remaining  provisions,   and   any   partially
unenforceable   provisions  to  the  extent   enforceable,   will
nevertheless be binding and enforceable.

     6.2   Successors  and Assigns. All of the terms,  provisions
and  obligations of this Agreement will inure to the  benefit  of
and  will be binding upon the parties to this Agreement and their
respective   heirs,  representatives,  successors  and   assigns.
Notwithstanding  the preceding sentence, neither  this  Agreement
nor  any  rights under this Agreement will be assigned,  pledged,
hypothecated or otherwise transferred by the Employee without the
prior written consent of the Company in each instance.

     6.3     Governing  Law.    The  validity,  construction  and
interpretation of this Agreement will be governed in all respects
by  the  laws of the State of California applicable to  contracts
made and to be performed wholly within that state.

     6.4   Consent to Jurisdiction. Employee and the Company,  to
the  fullest  extent  he  or  it  may  effectively  do  so  under
applicable   law,  irrevocably  (i)  submit  to   the   exclusive
jurisdiction  of  any  court of the State of  California  or  the
United  States  of  America sitting in or covering  the  City  of
Bakersfield over any suit, action or proceeding arising out of or
relating  to this Agreement, (ii) waive and agree not to  assert,
by way of motion, as a defense or otherwise, any claim that he or
it  is  not  subject to the jurisdiction of any such  court,  any
objection  that  he  or  it  may  now  or  later  have   to   the
establishment of the venue of any such suit, action or proceeding
brought  in  any  such court and any claim that  any  such  suit,
action  or proceeding brought in any such court has been  brought
in  an  inconvenient forum, and (iii) consents to  process  being
served  in any such suit, action or proceeding by mailing a  copy
of  it  by  registered  or certified air mail,  postage  prepaid,
return  receipt requested, to the address of such party specified
in  or designated pursuant to Section 6.7. Each party agrees that
such  service  (i)  will  be deemed in  every  respect  effective
service  of process upon such party in any such suit,  action  or
proceeding and (ii) will to the fullest extent permitted  by  law
be  taken and held to be valid personal service upon and personal
delivery to such party.

     6.5        Headings. Section and subsection headings are not
to  be  considered part of this Agreement and are included solely
for  convenience  and reference and in no way  define,  limit  or
describe  the scope of this Agreement or the intent  of  any  its
provisions.

     6.6   Entire  Agreement. This Agreement contains the  entire
Agreement between the parties pertaining to the subject matter of
it,   and   supersedes  all  prior  Agreements,   understandings,
negotiations  and discussions, whether oral or written,  relating
to   the   subject  matter  of  this  Agreement.  No  supplement,
modification  or  waiver of this Agreement will be  valid  unless
executed by the party to be bound by it. No waiver of any of  the
provisions of this Agreement will be deemed or will constitute  a
waiver  of any other provision of this Agreement (whether or  not
similar),  nor  will such waiver constitute a  continuing  waiver
unless otherwise expressly provided.

     6.7  Notice.  Any notice or other communication required  or
permitted  under this Agreement will be in writing  and  will  be
deemed  to have been given (i) if personally delivered,  when  so
delivered, (ii) if mailed, one (1) week after having been  placed
in  the  United  States  mail, registered or  certified,  postage
prepaid,  addressed to the party to whom it is  directed  at  the
address set forth below or (iii) if given by telex, telecopier or
e-mail, when such notice or other communication is transmitted to
the telex or telecopier number or e-mail address specified  below
and the appropriate answer back or confirmation is received.

          If to the Company:
               Mustang Software
               6200 Lake Ming Road
               Bakersfield CA 93306
               Attention: Chief Financial Officer
               Telecopier Number: (805) 873-2599

          If to Employee:
               James A. Harrer
               6721 Park West Circle
               Bakersfield, CA 93308
               Telecopier Number: ________________
               E-mail address: jim.harrer@mustang.com

Either party may change the address to which such notices are  to
be  addressed  by  giving the other party  notice  in  the  above
manner.

     6.8   Attorneys  Fees.  In the event any party  takes  legal
action  to  enforce  any  of the terms  of  this  Agreement,  the
unsuccessful party to such action will pay the successful  partys
expenses, including attorneys' fees, incurred in such action.
     IN  WITNESS WHEREOF, the parties have caused this  Agreement
to be executed as of the date and year first set forth above.


The Company                          Employee

Mustang Software, Inc.


By:_/s/Michael S. Noling_____        __/s/James A. Harrer____
     Michael S. Noling                   James A. Harrer
     Its Secretary