EMPLOYMENT AGREEMENTPRIVATE sh****************************_

     EMPLOYMENT AGREEMENT, dated February 1, 1997, by and between SANDATA, INC.,
a Delaware  corporation  with an office and place of  business at 26 Harbor Park
Drive, Port Washington, New York 11050 (the "Company"), and BERT E. BRODSKY, who
resides at South Road, Harbor Acres, Sands Point, NY 11050 (the "Employee").

     RECITALS:  A.  The  Company  is  engaged  in  providing  computerized  data
processing services and custom software and programming  services principally to
the health care industry, but also to the general commercial market.

     B. The Company  wishes to assure itself of the services of the Employee for
the period provided in this  Agreement,  and the Employee is willing to serve in
the  employ  of  the  Company,   except  for  other  disclosed  obligations  and
investments,   for  said  period,  and  upon  the  other  terms  and  conditions
hereinafter provided.

                                   AGREEMENT:

     1 . TERM OF EMPLOYMENT.

     1.1 The  Company  hereby  employs the  Employee,  and the  Employee  hereby
accepts  employment  with the  Company,  all in  accordance  with the  terms and
conditions  hereof,  for a term of five  (5)  years  (the  "Employment  Period")
commencing on the  Commencement  Date (as defined in Subsection  1.2 hereof) and
ending  (subject to the provisions of Section 5 hereof) on the date  immediately
preceding the fifth anniversary of the Commencement Date.




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     1.2 As used in this  Agreement,  the term  "Commencement  Date"  shall mean
February 1, 1997.

     2. DUTIES.

     During the Employment Period, the Employee shall be employed by the Company
and shall serve as its  Chairman of the Board,  President,  Treasurer  and Chief
Financial and  Accounting  Officer,  and shall perform such duties and have such
powers  relating to the Company as shall from time to time be assigned to him by
the Board of  Directors  of the  Company.  Notwithstanding  the  foregoing,  the
Employee  may,  with or without the consent of the Company,  perform  duties for
entities  other than the Company on a part-time  basis,  provided,  however that
such  duties  do not  interfere  with  the  Employee's  obligations  under  this
Agreement.

     3. COMPENSATION.

     3.1 As full compensation for his services and undertakings pursuant to this
Agreement,  the Employee shall receive a salary at the rate of  $500,000.00  per
year,  or a reduced rate,  if mutually  agreed upon by both parties,  subject to
adjustment as hereafter provided, payable in equal monthly installments or other
more frequent  installments  in accordance  with the regular pay policies of the
Company.  In addition,  the Employee  shall be entitled to receive such bonus or
incentive  compensation  and salary  increases  as the Board of Directors of the
Company may, on the basis of improvements in the Company's  performance or other
reasonable criteria, deem appropriate.  If elected as a director of the Company,
the Employee shall serve in such capacity without additional compensation.

     3.2 During the Employment  Period,  the Employee shall also be (a) provided
with a full- time use of a Company automobile (b) entitled to six (6) weeks paid
vacation annually and (c)




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entitled  to  participate  in group  medical  insurance  and other  benefits  or
programs of the Company hereafter  established and made available by the Company
to its employees. 3.3 The Company shall deduct from the Employee's salary, bonus
or incentive  compensation any federal,  state or city withholding taxes, social
security  contributions  and any  other  amounts  which  may be  required  to be
deducted or withheld by the Company pursuant to any federal, state or city laws,
rules or regulations.

     3.4  The  Company  shall  reimburse  the  Employee,  or  cause  him  to  be
reimbursed,  for all reasonable  out-of-pocket  expenses  incurred by him in the
performance of his duties  hereunder or in  furtherance  of the business  and/or
interest  of the  Company,  provided,  however,  that the  Employee  shall  have
previously  furnished to the Company an itemized  account,  satisfactory  to the
Company, in substantiation of such expenditures.

     4. OPTIONS.

     From  time to time and at the  discretion  of the Board of  Directors,  the
Employee  may be granted  options to  purchase  shares of the  Company's  common
stock,  which may be exercised  in  accordance  with the terms of the  Company's
option plans.

     5. TERMINATION.

     5.1 If the Employee dies or becomes disabled during the Employment  Period,
his salary and all other rights under this Agreement shall continue for one year
subsequent to the date of the  occurrence  of such death or  diability.  For the
purposes of this Agreement,  the Employee shall be deemed to be "disabled" if he
has been unable to perform his duties for six consecutive  months or nine months
in any  twelve-month  period,  all as  determined in good faith by the Boards of
Directors of the Company.  Notwithstanding  the definition of disabled contained
in  the  preceding  sentence,  in the  event  that  the  Employee  is  receiving
disability insurance benefits during any period prior to




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termination  of this  Agreement as provided in this Section 5.1, the  Employee's
salary shall be reduced by an amount equal to such disability insurance benefits
during such period.  5.2 Company may terminate  this  Agreement  with or without
cause by  delivering to Employee  written  notice of same two (2) weeks prior to
such effective date of termination.  Employee shall be entitled to severance pay
for  the  balance  of  the  Employment  Period  based  on  the  annual  rate  of
compensation  in effect at the time of termination  or one year's  compensation,
whichever is greater.

     6. WAIVERS.

     A  waiver  by  the  Company  or  the  Employee  of a  breach  of any of the
provisions  of this  Agreement  shall not operate or be construed as a waiver of
any subsequent breach.

     7. BINDING EFFECT; BENEFITS.

     This  Agreement  shall inure to the benefit of, and shall be binding  upon,
the parties hereto and their respective  successors,  assigns,  heirs, and legal
representatives,  including any corporation or other business  organization with
which  the  Company  may  merge  or  consolidate  or to  which  it may  transfer
substantially  all of its assets.  Insofar as the  Employee is  concerned,  this
Agreement, being personal, cannot be assigned.

     8. NOTICES.

     All notices,  requests, demands and other communications which are required
or may be given under this Agreement  shall be in writing and shall be deemed to
have been duly  given or made when  delivered  in person or four (4) days  after
dispatch  by  registered  or  certified  mail,   postage  paid,  return  receipt
requested,  to the party to whom the same is so given or made, to the address of
such party  hereinabove set forth.  9. ENTIRE  AGREEMENT;  AMENDMENTS;  SURVIVAL
COVENANTS.




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     This  Agreement  contains the entire  Agreement,  and  supersedes all prior
agreements and understandings,  oral or written, between the parties hereto with
respect to the subject matter hereof.

     This Agreement may not be waived, changed,  amended, modified or discharged
orally, but only by an agreement in writing signed by the party against whom any
waiver, change, amendment, modification or discharge is sought. The covenants of
the  Employee  contained  in  Sections 6, 7 and 8 (insofar as they relate to the
Employment  Period) of this  Agreement  shall  survive  the  termination  of the
Employment Period.

     10. HEADINGS.

     The headings  contained in this  Agreement are for reference  purposes only
and shall not affect the construction or interpretation of this Agreement.

     11. SEVERABILITY.

     The  invalidity of all or any part of any Section of this  Agreement  shall
not render  invalid the  remainder of this  Agreement  or the  remainder of such
Section.  If any provision of this  Agreement is so broad as to be  enforceable,
such provisions shall be interpreted to be only so broad as is enforceable.

     12. COUNTERPARTS.

     This Agreement may be executed in any number of counterparts, each of which
shall,  when  executed,  be deemed to be an original,  but all of which together
shall constitute one and the same instrument.

     13. GOVERNING LAW.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of New York,  without giving effect to principles  relating to
conflict of laws.



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     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first written above.


                                   SANDATA, INC.

                                   By: /s/ Hugh Freund
                                      Hugh Freund, Executive Vice President


                                      /s/ Bert E. Brodsky
                                      Bert E. Brodsky



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