Continental Information Systems Corporation 
                                One Northern Concourse
                                     Post Office Box 4785
                                     Syracuse, New York 13221-4785

                                     (315) 455-1900
                                     FAX: 315-455-4713
                                     Internet: info@cis.infopix.com


                                  June 9, 1997

Mr. Jonah M. Meer
1488 East 27th Street
Brooklyn, NY 11210

Dear Mr. Meer:

                  This  letter  sets  forth  the  agreement  (this  "Agreement")
between Continental Information Systems Corporation (the "Company") and Jonah M.
Meer  ("Meer")  with  respect to the terms and  conditions  upon which Meer will
serve as Chief  Financial  Officer and Chief  Operating  Officer of the Company,
effective June 30, 1997 (the "Commencement Date").

                  In consideration of the mutual covenants  contained herein and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the Company and Meer mutually agree as follows:

1. Employment.

                  The Company  hereby  employs Meer, and Meer hereby agrees upon
the terms and  conditions set forth herein to serve as Chief  Financial  Officer
and Chief Operating Officer of the Company, and in such capacity Meer shall have
the duties  assigned to him by the Board of  Directors  and the Chief  Executive
Officer of the Company.  Meer shall report to the Chief Executive Officer of the
Company.  For so long as the  Company  employs  Meer,  he  shall,  except as the
Company may otherwise  agree from time to time in writing  pursuant to authority
granted by a resolution of the board of directors of the Company (the  "Board"),
devote his full time and attention to the  performance of his duties  hereunder,
shall faithfully serve the Company,  shall in all respects conform to and comply
with the lawful and good faith directions and  instructions  given to him by the
Chief Executive Officer and the Board, and shall use his best efforts to promote
and serve the interests of the Company.

2. Term.

                  Meer's term of employment  under this Agreement shall begin on
the  Commencement  Date and end on June 30, 1999 (the  "Term"),  unless  earlier
terminated in accordance with Exhibit A.
<PAGE>
3. Compensation; Benefits; Stock Options.

                  (a)  Effective  the  Commencement  Date,  for each fiscal year
during the Term,  Meer shall be  entitled  to receive an annual  base  salary of
$200,000  payable in accordance with the Company's  normal payroll  procedure or
such  greater  amount  approved  by the Board.  Meer shall also be  eligible  to
receive  bonuses  to be  negotiated  in  good  faith  by Meer  and  the  Company
subsequent to the Commencement Date.

                  (b) Effective the  Commencement  Date, Meer shall,  during the
Term,  be covered by all  applicable  pension and profit  sharing  programs  and
insurance benefits in effect for all salaried employees of the Company, together
with any future  improvements in such programs and benefits.  In addition,  Meer
shall be entitled, during the Term (and thereafter to the extent provided herein
or in any such plan or  program),  to receive  such other and further  benefits,
including without limitation benefits under all life insurance, medical, dental,
health and accident,  and  disability  plans or programs,  as shall be generally
made  applicable  to  senior  executive  personnel  of  the  Company,  and  such
additional  benefits  as may be  granted to Meer from time to time by the Board.
Notwithstanding  the foregoing,  Meer shall have the right to waive the benefits
provided  under this  section 3(b) and to continue to be covered by his previous
employer's benefits for no more than six (6) months after the Commencement Date.
The Company shall  reimburse  Meer for costs he incurs to continue to be covered
by his  previous  employer's  benefits  in an amount not to exceed the costs the
Company would have incurred if Meer had been covered by the Company's benefits.

                  (c) Meer shall be permitted such vacations and other time off,
including paid holidays,  as are consistent with the Company's general rules and
practices regarding vacations for senior executive personnel.

                  (d)  Effective  the  Commencement  Date,  Meer  shall  receive
options to purchase  75,000  shares of the Company's  Common Stock.  The options
shall be exercisable on or after the  Commencement  Date for up to 25,000 shares
of the  Company's  Common  Stock.  The  options  shall be  exercisable  as to an
additional 25,000 shares on the first anniversary of the Commencement  Date. The
options shall be  exercisable  as to the  remaining  25,000 shares on the second
anniversary of the Commencement Date. The term of the options shall be three (3)
years from the date that the options become  exercisable.  The exercise price of
the options  shall be the closing  price of the  Company's  Common  Stock on the
Commencement Date. All other terms and conditions shall be set forth in, and the
options  shall be issued  pursuant  to,  the  Company's  standard  stock  option
agreement, as executed by Meer.

4.  Severance; Non-competition.

                  (a)  Subject  to  Section  4(b),  upon  the  occurrence  of  a
Severance  Event (as  defined in Exhibit  A), Meer shall be entitled to receive,
until the earlier of three  months from the date of the  Severance  Event or the
commencement by Meer of full time employment by another employer, the following:
(1) a monthly  severance  payment  equal to  one-twelfth  of Meer's  annual base
salary  as in  effect  on the date of the  Severance  Event,  and (2)  Continued
Benefits (as defined in Exhibit A).
<PAGE>
                  (b) If within  one year  after the  Commencement  Date,  there
occurs a Change of Control Event (as defined in Exhibit A), and then a Severance
Event,  then Meer shall be  entitled to receive  from the date of the  Severance
Event  until  the  earlier  of the date  that is one year  after the date of the
Change of Control Event or the  commencement  by Meer of full time employment by
another  employer,  the  following:  (1) a monthly  severance  payment  equal to
one-twelfth  of  Meer's  annual  base  salary  as in  effect  on the date of the
Severance Event but in no event less than three (3) months of severance, and (2)
Continued Benefits.

                  (c) If Meer dies or becomes  disabled after a Severance Event,
he or his estate shall continue to receive the remaining benefits to which he is
entitled, subject to the terms of any plan included in the Continued Benefits.

                  (d) Meer agrees that,  during the Restriction  Period, he will
not  engage,  directly  or  indirectly,  whether as  principal  or as  director,
officer,  employee,  agent,  consultant,  beneficial owner of an excess of three
percent (3%) of any outstanding class of publicly-traded  equity securities,  or
otherwise, alone or in association with any other person,  corporation, or other
entity,  in any  Competing  Business.  "Competing  Business"  means any  person,
corporation,  or other entity that is engaged,  in direct  competition  with the
Company, in the sale of any products or services that are the same as or similar
to the products and services sold by the Company. "Restriction Period" means the
period beginning on the Commencement  Date and ending on the earlier of (i) June
30, 1999, or (ii) if Meer's  employment is terminated as a result of a Severance
Event,  the date of such Severance Event.  Meer further agrees that,  during the
Restriction Period, he will not, directly or indirectly, in competition with the
Company,  solicit the trade of, or trade with, any customer of the Company,  and
will not, without the consent of the Company,  directly or indirectly solicit or
induce,  or attempt to solicit or induce,  any  employee of the Company to leave
his or her employ for any reason whatsoever nor hire any such employee away from
the  Company.  Without  limiting the  remedies  available  to the Company,  Meer
acknowledges  that  any  breach  of  these  covenants  may  result  in  material
irreparable  injury to the  Company  and its  affiliates  for which  there is no
adequate remedy, at law, and that it will not be possible to measure damages for
such  injuries  precisely.  Meer agrees  that,  in the event of such a breach or
threat thereof,  the Company will be entitled to obtain a temporary  restraining
order  and/or a  preliminary  or  permanent  injunction  restraining  Meer  from
engaging in activities prohibited by any of those covenants or such other relief
as may be required to specifically enforce any of those covenants.

5.  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 Meer's heirs and the personal representatives of Meer'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.
<PAGE>
                  (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.

                  (d) Tax  Withholding.  Payments  to  Meer 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 Meer, the notice shall be delivered or mailed to Meer
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:  Chief Executive
Officer,  or such other  address as the Company or Meer 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 Meer 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.
<PAGE>


                  This Agreement shall  constitute a binding  agreement  between
Meer and the Company upon  execution by each of Meer and the Company;  provided,
that if the Company  does not execute this  Agreement  after thirty (30) days of
the execution by Meer, this Agreement shall be null and void.


                                    CONTINENTAL INFORMATION SYSTEMS CORPORATION


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

                                  Date:   6/9/97




                                    By:   /s/ JONAH M. MEER
                                          -----------------
                                  Name:   JONAH M. MEER

                                  Date:   6/9/97

<PAGE>
                                    EXHIBIT A

                                   Definitions

         1.  Severance  Event:  During the Term,  termination  by the Company of
Meer's  employment other than for Cause, or resignation by Meer from the Company
for Good Reason.

         2.  Cause:  Termination  by the Company of Meer's  employment  upon (a)
Meer'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) Meer'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 Meer'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,  Meer's employment shall not be
deemed to have been  terminated for Cause unless and until there shall have been
delivered  to Meer a copy of a  Notice  of  Termination  from the  Board,  after
reasonable notice to Meer 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:  Meer's  resignation of his employment with the Company
within 120 days following the occurrence of any of the following events:

         (a)      Reduction of Meer's annual base salary below $200,000;

         (b)      Without Meer's written consent and measured against his status
                  as of the  Commencement  Date,  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, provided, that in
                  the event there occurs a Change of Control Event consisting of
                  a decision to  liquidate  substantially  all the assets of the
                  Company,  it  shall  not  constitute  Good  Reason  if Meer is
                  requested by the Board of Directors to remain  employed by the
                  Company to assist in the liquidation for a period of up to six
                  (6) months at the annual  salary of $200,000  (or such greater
                  amount in effect) plus benefits; or

         (c)      The Company does not allow Meer to participate in any employee
                  benefit plan on the same terms and  conditions  made available
                  to  other  senior  executive  personnel;  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 Meer 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 Meer.
<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  Meer's  employment  and which shall  summarize the basis for
termination of Meer's employment.  Any purported  termination by the Company for
Cause, or Meer's  resignation for Good Reason shall be communicated by Notice of
Termination to the other party hereto.

         5. Date of  Termination:  (a) if Meer's  employment is  terminated  for
Cause,  the date specified by the Company in the Notice of Termination,  and (b)
if Meer's  employment is  terminated by Meer 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 Meer and
his surviving dependents for the applicable period: all life insurance, medical,
dental, health and accident,  and disability plans or programs in which Meer was
entitled to participate immediately prior to the Severance Event; provided, that
Meer's  continued   participation  is  possible  under  the  general  terms  and
provisions of such plans and programs. In the event that Meer's participation in
any such plan or program is barred, the Company shall make reasonable efforts to
obtain  insurance for Meer that would  provide him with  benefits  substantially
similar  to those  which  Meer 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.  Meer
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.

         7. Change of Control Event: Either (i) any change in the composition of
the Board of Directors of the Company  resulting in a majority of the  directors
on the Commencement  Date, or persons elected by or on the  recommendation  of a
majority of the directors on such date, not constituting a majority of the Board
of Directors;  or (ii) a decision by the Board of Directors or the  shareholders
to liquidate substantially all the assets of the Company.
<PAGE>
                                    EXHIBIT B

                             Arbitration Provisions

                  1.  Any  arbitration  required  under  section  5(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 New York, New York, unless some
other location and/or arbitrator are chosen by mutual consent of the Company and
Meer.

                  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.