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                                                                   Exhibit 10.21


EXECUTION COPY


EMPLOYMENT AGREEMENT

     This Employment Agreement (the "Agreement") is entered into as of 
February 1, 1997 by and between Computron Software, Inc., a Delaware 
corporation (the "Company"), and John A. Rade ("Executive").

WITNESSETH

     WHEREAS, the Company desires to employ Executive on the terms and 
conditions herein contained; and 

     WHEREAS, Executive is willing to enter into this Agreement for 
employment with the duties outlined herein on a full-time basis.

     NOW, THEREFORE, in consideration of the employment of Executive by the 
Company, the Company and Executive agree as follows:

     1.   Term of the Agreement.  The Company shall employ Executive and 
Executive shall accept employment with the Company for the period commencing 
on February 3, 1997 (the "Commencement Date") and ending December 31, 1998 
(the "Employment Period"), subject, however, to prior termination as 
hereinafter provided in Section 5. Such employment may be renewed for 
successive additional one (1) year periods unless either party gives ninety 
(90) days' written notice prior to the expiration date to the other party of 
their desire not to renew.

     2.   Executive's Duties and Obligations.  Executive shall serve as 
President and Chief Executive Officer of the Company. The Company shall use 
reasonable efforts to have Executive elected to the Company's Board of 
Directors (the "Board of Directors") during the term of this Agreement. 
Executive shall perform such duties and functions as are customary to such 
offices and as shall from time to time be assigned to him by the Company's 
Board of Directors (the "Board of Directors"). Executive shall at all times 
report to, and shall be subject to the policies established by, the Board of 
Directors and shall discharge his responsibilities in a competent and faithful 
manner, consistent with sound business practices.

     3.   Devotion of Time to Company's Business

          a. Full-Time Efforts. During his employment with the Company, 
Executive shall devote substantially all of his business time, attention and 
efforts to the business of the Company.


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          b. No Other Employment. During his employment with the Company, 
Executive shall not, whether directly or indirectly, render any services of a 
commercial or professional nature to any other person or organization, 
whether for compensation or otherwise, without the prior written consent of 
the Board of Directors.

          c. Non-Competition During Employment. During his employment with 
the Company, Executive shall not, directly or indirectly, either as an 
employee, employer, consultant, agent, principal, partner, joint venturer, 
stockholder, corporate officer, director, or in any other individual or 
representative capacity, engage or participate in any business that is
engaged in the design, development, marketing or support of client/server 
financial, workflow and archival data management software solutions for 
mission-critical applications.

     4.   Compensation and Benefits.

          a. Base Compensation. During the term of this Agreement, the 
Company shall pay to Executive base annual compensation of Two Hundred Fifty 
Thousand Dollars ($250,000), less all required withholding, in accordance 
with the Company's standard payroll practices.

          b. Bonuses. For the first year of this Agreement the Company shall 
pay Employee (i) a guaranteed bonus of $100,000 payable in four equal 
installments of $25,000 each and (ii) a bonus of up to $100,000 based upon 
performance to objective metrics from a business plan (the "Business Plan") 
which Business Plan Executive hereby agrees to submit to the Company within 
30 days of the date of this Agreement for approval by the Board of Directors. 
For each successive yearly period of this Agreement, the Company shall pay 
Executive a bonus of up to $200,000 based upon performance to objective 
metrics from a business plan, which business plan shall be submitted to, and 
shall be approved by the Board of Directors on or prior to January 31 of 
each successive year.

          c. Benefits. During his employment with the Company, Executive will 
be entitled to receive all such benefits and perquisites as are provided to 
other officers of the Company of comparable standing with Executive. The 
Company reserves the right to modify, amend or terminate any such benefits at 
any time for any reason (provided such modification, amendment or 
termination is applicable to all executives receiving such benefits) but 
shall, in any case, provide reasonable health and disability benefits to 
Executive while Executive is a full-time employee of the Company. Executive 
will also be entitled to receive term life insurance on behalf of Executive's 
beneficiaries in the amount of two times Executive's base annual compensation 
and long term disability insurance in the amount of sixty percent (60%) of 
Executive's base annual compensation.


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d. Stock Option/Stock Issuance.

               (i)  The Company shall grant to Executive options (the 
"Options") to purchase up to an aggregate of Three Hundred Thousand (300,000) 
shares of common stock of the Company, par value $.01 per share ("Common 
Stock"), at an exercise price equal to $1.00 per share of Common Stock 
pursuant to the terms and conditions of the Company's 1995 Stock Option Plan. 
The Options shall vest in three equal annual installments commencing on the 
first anniversary of this Agreement. Executive shall also be eligible to 
receive options (the "Additional Options") to purchase up to an additional 
300,000 shares of Common Stock, which Additional Options shall vest pursuant 
to the following schedule:

          (1)  option to purchase 100,000 shares of Common Stock shall vest 
when and if the thirty day moving average of the Common Stock is equal to or 
greater than $7.00 per share and the average weekly trading volume is greater 
than 10,000 shares of Common Stock;

          (2)  option to purchase 100,000 shares of Common Stock shall vest 
when and if the thirty day moving average of the Common Stock is equal to or 
greater than $11.00 per share and the average weekly trading volume is 
greater than 10,000 shares of Common Stock;

          (3)  option to purchase 100,000 shares of Common Stock shall vest 
when and if the thirty day moving average of the Common Stock is equal to or 
greater than $15.00 per share and the average weekly trading volume is greater 
than 10,000 shares of Common Stock. Executive's eligibility to receive the 
Additional Options pursuant to Sections 4.d.1 through 4.d.3 shall terminate 
on December 31, 1998;

          (4)  all Additional Options that have not otherwise vested shall 
vest upon the seventh anniversary of this Agreement, provided Executive is 
employed with the Company on a full-time basis at such time;

          (5)  The Options and the Additional Options shall be evidenced by 
the Stock Option Agreement to be entered into by and between the Company and 
Executive in substantially the form attached hereto as Exhibit A 
[to be provided]; and

          (6)  In the event' the Company issues Common Stock in connection 
with the legal actions consolidated under the caption In re Computron 
Software, Inc. Securities Litigation, Master File No-96-1911 (AJL), or any 
related successor litigation (the "Litigation") the number of Options and 
Additional Options granted pursuant to this Section 4(d) shall be adjusted as 
follows:


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     (a)  the number of shares issuable upon exercise of the Options shall be 
increased by that number of shares of Common Stock determined by multiplying 
the number of shares issued in connection with the Litigation (the 
"Litigation Shares") by a fraction (x) the numerator of which is the number 
of shares granted pursuant to the Options and (y) the denominator of which is 
the number of shares of the Company issued and outstanding immediately prior 
to the issuance of the Litigation Shares;

     (b)  the number of shares issuable upon exercise of the Additional 
Options shall be increased by that number of shares of Common Stock 
determined by multiplying the number of Litigation Shares a fraction (x) the 
numerator of which is the number of shares granted pursuant to the Additional 
Options and (y) the denominator of which is the number of shares of the 
Company issued and outstanding immediately prior to the issuance of the 
Litigation Shares;

     (c)  the number of shares by which the Additional Options shall be 
increased pursuant to Section 4.d.6 shall be divided ratably among the 
Additional Options, if any, granted pursuant to Sections 4.d.(i)(1) through 
4.d.(i)(3).

               Any Options or Additional Options granted pursuant to this 
Section 4.d.(i)(6) shall have the same exercise prices as the Options or the 
Additional Options, as the case may be.

               (ii) The Company shall issue to Executive Twenty-Five Thousand 
(25,000) restricted shares of Common Stock. Such shares shall bear customary 
legends. Such issuance shall occur thirty (30) days after Executive commences 
his employment with the Company.

     5.   Termination of Employment.

          a.   Termination for Good Cause. The Company may terminate 
Executive's employment at any time for Good Cause. For the purposes of this 
Agreement, "Good Cause" includes, but is not limited to, material failure to 
perform Executive's duties, gross misconduct, gross neglect of duties, acts 
involving moral turpitude, or any act or omission involving fraud, 
embezzlement, or misappropriation of any property or proprietary information 
of the Company by Executive. For purposes of the preceding sentence, the term 
"material failure to perform Executive's duties" shall mean the failure to 
work diligently for the Company, to work for the Company on a full-time basis 
for an extended period of time or to execute the normal and customary 
activities of Executive's office. Such term shall not mean the failure to 
obtain the objective metrics set forth in the business plans referenced


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above. If Executive's employment is terminated by the Company for Good Cause, 
Executive shall not be entitled to receive any severance payments.

          b.   Termination without Good Cause. If Executive's employment is 
terminated by the Company without Good Cause, the following provisions shall 
apply:

               (i)  Executive shall be entitled to any unpaid compensation 
accrued through the last day of Executive's employment hereunder; and

               (ii) Executive shall be entitled to receive severance payments 
equal to his base compensation, payable on normal Company payroll dates, for 
a period ending on the first anniversary of the date of termination (the 
"Severance Payments").

          c.   Termination by Executive. Executive may terminate this 
Agreement at any time. If Executive terminates this Agreement under this 
Section 5.c., Executive shall only be entitled to any unpaid compensation 
accrued through the last day of Executive's employment, but in no event shall 
Executive be entitled to any severance benefit.

          d.   Death or Disability. This Agreement shall terminate if 
Executive dies or is mentally or physically disabled. For the purposes of 
this Agreement "Disabled" shall mean a mental or physical condition that 
renders Executive incapable of performing his duties and obligations under 
this Agreement for three (3) or more consecutive months or for a total of six 
(6) months during any twelve (12) consecutive months; provided, that during 
such period the Company shall give Executive at least thirty (30) days' 
written notice that it considers the time period for disability to be 
running. If this Agreement is terminated under this Section 5.d., Executive 
or his estate shall be entitled to any unpaid compensation accrued through 
the last day of Executive's employment but shall not be entitled to any 
severance benefits.

          e.   Change of Control. Upon the occurrence of a Change in Control 
of the Company (as defined below), all options then granted to Executive 
which are unvested at the time of the Change in Control will be immediately 
vested. In addition, in the event of a termination of Executive's employment 
hereunder by the Company following a Change of Control, the Company will pay 
Executive a severance amount equal to the greater of Executive's base 
compensation for one year or the period ending December 31, 1998.

     As used herein, a "Change of Control" of the Company shall be deemed to 
have occurred:

               (i)   Upon the consummation, in one transaction or a series of 
related transactions, of the sale or other transfer of voting power 
(including voting power exercisable on a contingent or deferred basis as well 
as immediately exercisable voting power) representing effective control of 
the Company to a person or group of related persons


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who, on the date of this Agreement, does not have effective voting control of 
the Company, whether such sale or transfer results from a tender offer or 
otherwise; or 

               (ii)  Upon the consummation of a merger or consolidation in 
which the Company is a constituent corporation and in which the Company's 
shareholders immediately prior thereto will beneficially own, immediately 
thereafter, securities of the Company or any surviving or new corporation 
resulting therefrom having less than a majority of the voting power of the 
Company or any such surviving or new corporation; or

               (iii) Upon the consummation of a sale, lease, exchange or 
other transfer or disposition by the Company of all or substantially all of 
its assets to any person or group or related persons.

     6.   Miscellaneous.

          a.   Representations and Agreements of Executive. Executive 
represents and warrants that he is free to enter into this Agreement and to 
perform the duties required hereunder, and that there are no employment 
contracts or understandings, restrictive covenants or other restrictions, 
whether written or oral, preventing the performance of his duties hereunder.

          b.   Governing Law. This Agreement shall be interpreted, construed, 
governed and enforced according to the laws of the State of New Jersey 
without regard to any conflicts of law provisions.

          c.   Arbitration. Any controversy between the parties hereto 
involving the construction or application of any terms, covenants or 
Conditions Of this Agreement or any other agreement executed in connection 
herewith, or any claim arising out of or relating to this Agreement, except 
with respect to prejudgment remedies, will be submitted to and be sealed by 
final and binding arbitration in New York, New York or such other place as 
the parties may agree, in accordance with the rules of the American 
Arbitration Association then in effect, and judgment upon the award rendered 
by the arbitrators may be entered in any court having jurisdiction thereof.

          d.   Amendments. No amendment or modification of the terms or 
conditions of this Agreement shall be valid unless in writing and signed by 
the parties hereto.

          e.   Severability. If one or more provisions of this Agreement are 
held to be unenforceable under applicable law, such provision shall be 
construed, if possible, so as to be enforceable under applicable law, else, 
such provision shall be excluded from this Agreement and the balance of the 
Agreement shall be interpreted as if such provision were so excluded and 
shall be enforceable in accordance with its terms.


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          f.   Successors and Assigns. The rights and obligations of the 
Company under this Agreement shall inure to the benefit of and shall be 
binding upon the successors and assigns of the Company. Executive shall not 
be entitled to assign any of his rights or obligations under this Agreement.

          g.   Non-Waiver. The waiver of any term or condition of this 
Agreement shall not be deemed to constitute a waiver of any other term or 
condition.

          h.   Notices. All notices required or permitted under this 
Agreement shall be in writing and shall be deemed effective upon personal 
delivery or two days after deposit in the United States Post Office, by 
registered or certified mail, postage prepaid, addressed to the other party 
at the address shown below such party's signature, or at such other address 
or addresses as either party shall designate to the other in accordance with 
this Section 5.f.

          i.   Entire Agreement. This Agreement, including the exhibits 
attached hereto, constitutes the entire agreement between the parties with 
respect to the employment of Executive.

          j.   Headings. The Section headings appearing in this Agreement are 
for purposes of easy reference and shall not be considered a part of this 
Agreement or in any way modify, amend, or affect its provisions.


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     IN WITNESS WHEREOF, the parties have executed this Employment Agreement 
as of the date set forth above.

Address:

COMPUTRON SOFTWARE, INC.


By:    Michael R. Jorgensen
Title: EVP, CFO


Address:  301 Route 17 North
          Rutherford, New Jersey 07070


       EXECUTIVE:

       John A. Rade


Address:  1268 Long Ridge Road
          Stamford, CT 06903