AGREEMENT                      Exhibit 10.23

AGREEMENT dated the 13th day of December, 2006 (this "Agreement"), by and
between Steven D. Rudnik, with an address at 2 Hilltop Road, Mendham, New Jersey
07945 ("Executive"), and Magnitude Information Systems, Inc., a Delaware
corporation with an address at 1250 Route 28, Suite 309, Branchburg, New Jersey
08876 ("Magnitude").

                                  WITNESSETH:

            WHEREAS, Magnitude and Executive have executed an agreement on
August 8, 2006 annexed hereto and made a part hereof as Exhibit "A" (the
"Resignation Agreement"), wherein Executive resigned as Chairman of Magnitude
conditional on the obligations and representations cited in the Resignation
Agreement being fulfilled by Magnitude; and

            WHEREAS, the Resignation Agreement provides for a series of lump sum
cash settlement payments, via PNC accounts transfer, of $30,000 to be paid
before September 1, 2006; $15,000 to be paid on or before October 1, 2006, and
$15,000 to be paid on or before November 1, 2006 (the "October Payment"); and

            WHEREAS, the Resignation Agreement provides that Executive's
2,903,542 options and 1,583,333 warrants which were suspended in August 2005
(the "Suspended Options and Warrants") are agreed to be restored with the terms
in force at the time of suspension, except with the expiration dates extended to
be three (3) years from the restoration date, and will be restored in any event
as soon as practicable following the earlier occurrence of a recapitalization of
Magnitude that would provide sufficient common shares to accommodate such
restoration or upon the second anniversary date of this Agreement; and

            WHEREAS, Magnitude owes one hundred thousand ($100,000) dollars to
Executive as memorialized by a secured debt demand note due to Executive by
Magnitude (the "Demand Note"); and

            WHEREAS, Magnitude requested of Executive and Executive agreed, in
the Resignation Agreement, to a twelve (12) month moratorium of repayment or
conversion of the Demand Note (the "Moratorium"); and

            WHEREAS, the Resignation Agreement provides that during the life of
the Demand Note, all interest payments were to be fully paid in cash, via PNC
accounts transfer, by the 15th of each month equaling ten thousand ($10,000)
dollars of interest to be paid during the Moratorium (the "Interest"); and

            WHEREAS, the Resignation Agreement provides that Demand Note can, at
Executive's option, be converted at any time after the Moratorium including on
unsolicited repayment offer by Magnitude; and

            WHEREAS, the Resignation Agreement provides that any conversion of
the Demand Note, in whole or in part, is to be conducted in accordance with the
best rates and terms utilized by investors during the previous twelve months
prior to conversion (the "Best Terms"); and

            WHEREAS, the October Payment and Interest have not been paid as
agreed in the Resignation Agreement, and remain unpaid, resulting in Magnitude's
having defaulted the Resignation Agreement; and

            WHEREAS, On November 2, 2006, Executive had properly notified
Magnitude of its default of the Resignation Agreement and Executive has
requested that Magnitude cure such default; and

            WHEREAS, Magnitude desires Executive to now convert the Demand Note,
October Payment and the Interest into equity at Best Terms while preserving
Executive's existing rights (i) in the Resignation Agreement and (ii) in the
case of Magnitude's declaring bankruptcy; and

            WHEREAS, Magnitude desires to cure its default of the Resignation
Agreement and Executive confirms such proposed cure of Magnitude's default of
the Resignation Agreement to be satisfactory conditional on Magnitude fulfilling
its obligations and covenants cited in this Agreement;


                Initials: Magnitude ELM, Executive SR Page 1 of 8

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            NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged,

IT IS AGREED:

1. Recitals. The parties hereby adopt as part of this Agreement each of the
recitals set forth above in the WHEREAS clauses and agree that such WHEREAS
clauses are hereby confirmed and ratified as being accurate by each party as to
itself.

2. Debt Conversion at Best Terms. The aggregated amount of the Demand Note,
October Payment and Interest equals one hundred twenty five thousand ($125,000)
dollars (the "Conversion Value"). Magnitude and Executive agree to convert,
conditional upon Magnitude's obligations and covenants being fulfilled as
defined in this Agreement, the Conversion Value at the Best Terms.

            A. Initial Conversion. At the date of this Agreement, the Best Terms
include, inter alia, conversion of cash or debt into securities at the rate of
$0.02 per share of common stock par value $.0001 of Magnitude (the "Common
Stock") and accompanying every two shares of Common Stock is one three-year
warrant to purchase one share of Common Stock at $0.05 (the "Original Conversion
Terms"). At the date of this Agreement, the securities to be exchanged for the
Conversion Value at the Original Conversion Terms include (i) six million two
hundred fifty thousand (6,250,000) shares of Common Stock (the "Shares"), and
(ii) threeyear warrants (the "Warrants") to purchase an additional three million
one hundred twenty five thousand (3,125,000) shares of Common Stock (the
"Warrant Shares") pursuant to the terms and conditions of this Agreement.

            B. Preservation of Best Terms. Executive shall have the right of
resetting any of the Original Conversion Terms during the next twelve (12)
months or longer as contemplated in Article 2.E. (the "Reset Period") which will
be retroactively applied to the initial conversion of the Conversion Value
requiring new securities and/or rights to be granted, issued and delivered by
Magnitude to Executive. It is anticipated in this Agreement that Magnitude may
at any time during the Reset Period enter into a transaction or agreement which
provides for either an equity investment or the conversion of debt or other
securities into equity of Magnitude where at least one term is more favorable
than any of the current Best Terms at the time (the "New Transaction"). Each
time during the Reset Period where Magnitude enters into any New Transaction,
Executive shall be entitled, at his option, to additional rights and securities
being granted, issued and delivered by Magnitude (the "Reset Provision"). The
Reset Provision shall not include the right to appoint a person to the Board of
Directors as a term.

In the event of a New Transaction, the Reset Provision provides that additional
rights and/or securities will be granted, issued and delivered to Executive, at
Executive's Option, in order to reflect the Conversion Value being converted at
the more favorable conversion terms (the "Adjusted Conversion Terms") which are
added to the current list of Best Terms. The number of additional securities
that will be granted, issued and delivered to Executive by Magnitude, at
Executive's option, under the Reset Provision would be equal to the difference
between (i) the number of securities that would have been granted if the
Original Conversion Terms would have been the Adjusted Conversion Terms and (ii)
what has been already granted for conversion of the Conversion Value under this
Agreement. There are no limits to the number of New Transaction events to be
applied during the Reset Period or any extension thereof as provided herein.

For example and illustrative purposes, in the case where a Conversion Value was
one hundred thousand ($100,000) dollars and the Original Conversion Terms
included $0.02 per share and one Warrant for every two shares, then the
Conversion Value would be initially converted into five million (5,000,000)
shares of Common Stock and two and a half million (2,500,000) Warrants. If at
some later date, during the Reset Period, Magnitude entered into a New
Transaction including terms of conversion of $0.01 per share, then the Reset
Provision would acknowledge the new conversion rate of $0.01 per share to be
known as the Adjusted Conversion Terms which would have converted the Conversion
Value into ten million (10,000,000) shares of Common Stock and five million
(5,000,000) Warrants. Since five million (5,000,000) shares of Common Stock and
two and a half million (2,500,000) Warrants have already been initially granted,
issued and delivered to Executive in this example, then an additional five
million (5,000,000) shares of Common Stock and two and a half million
(2,500,000) Warrants would be additionally granted, issued and delivered to
Executive to satisfy the Reset Provision for this event.


                Initials: Magnitude ELM, Executive SR Page 2 of 8

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            C. Transactions And Agreements Notice Period. Executive will be
notified by Magnitude in writing with the full terms of each transaction or
agreement Magnitude executes where an equity investment or the conversion of
debt or other securities into equity of Magnitude is contemplated within three
(3) days of the investment transaction or agreement being executed. In addition,
Executive will be notified by Magnitude with the same timeliness in writing of
any other agreements between Magnitude and the investing party or its affiliates
for the period of six months prior to the transaction or agreement and for a
period of six months after the transaction or agreement. The form of notice for
the purposes of this paragraph shall be a copy of the fully executed agreement
or transaction in question.

            D. More Favorable Term. In each transaction contemplated under the
Reset Provision where at least one term is more favorable than the current list
of Best Terms, Executive can elect to add that term by itself or terms by
themselves to the current list of Best Terms. Executive will notify Magnitude of
each election. There is no expiration of the availability of any New Transaction
with regard to utilization by Executive under the Reset Provision. For example,
if there were a series of New Transactions which occurred, then Executive can
still utilize any of them in any order in the future.

            E. Duration of Reset Period. The initial Reset Period is twelve (12)
months as defined above, however, in each New Transaction contemplated under the
Reset Provision where at least one term is not immediately quantifiable (the
"Indeterminate Term"), as in the case of but not limited to an anti-dilution
clause, then the Indeterminate Term is also available to become added to the
Best Terms, at Executive's option, and in which case the length of time that the
Indeterminate Term can exist will be added to the current Reset Period therefore
extending it.

            F. Distribution. Magnitude and Executive agree to the following
distribution schedule for delivery of securities to be exchanged for the
Conversion Value:

                  i. On or before January 6, 2007, Magnitude shall issue and
deliver the Shares to Executive. If Magnitude has not issued and delivered the
Shares to Executive on or before January 6, 2007, Magnitude shall grant, issue
and deliver an additional forty five thousand (45,000) shares of Common Stock to
the Executive for each subsequent business day that begins until such
distribution is made.

                  ii. On or before February 18, 2007, Magnitude shall issue and
deliver to Executive the Warrants in the form annexed hereto and made a part
hereof as Exhibit "B". If the Executive has not received the Warrants on or
prior to February 18, 2007, Magnitude agrees to increase the number of shares of
Common Stock which may be purchased pursuant to the exercise of the Warrants by
one (1%) percent for each business day that said issuance and delivery is
delayed. On or before February 18, 2007, Magnitude shall issue and deliver to
Executive the Suspended Options and Warrants. If the Executive has not received
the Suspended Options and Warrants on or prior to February 18, 2007, Magnitude
agrees to increase the number of shares of Common Stock which may be purchased
pursuant to the exercise of the Suspended Options and Warrants by one (1%)
percent for each business day that said issuance and delivery is delayed.

                  iii. Within five (5) business days of Magnitude receiving each
notice by Executive that he elects to adopt any new more favorable terms from
any New Transaction, Magnitude shall grant, issue and deliver the additional
securities required, if any, which would be equal to the difference between (i)
the number of securities that would have been granted, issued or issuable if the
Original Conversion Terms would have been the Adjusted Conversion Terms and (ii)
what was originally granted, issued or issuable (see example in Article 2.B
above). If Magnitude has not granted, issued and delivered the additional
securities to Executive within three (3) days of Magnitude receiving each notice
by Executive that he elects to adopt any new more favorable terms from any New
Transaction, Magnitude shall grant, issue and deliver an additional forty five
thousand (45,000) shares of Common Stock to the Executive for each subsequent
business day that begins until such distribution is made.


                Initials: Magnitude ELM, Executive SR Page 3 of 8

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            G. Tacking Consideration. Magnitude and Executive agree that the
securities granted, issued and delivered to Executive resulting from each
conversion, current and future, of the Demand Note's pro-rata portion of the
Conversion Value tack to the Demand Note's origination date for all purposes
including but not limited to SEC Rule 144 determination and tax purposes.

            H. Cancellation of Demand Note. Upon execution of this Agreement,
the Demand Note including all security interests therein shall be cancelled
conditional upon all of the obligations and covenants of Magnitude within this
Agreement having been properly fulfilled.

3. Event of Default. In the event where Magnitude fails to fulfill any of its
obligations and covenants under this Agreement within the timelines defined in
this Agreement or files for bankruptcy (the "Default"), then any conversion of
the Demand Note, October Payment and Interest shall immediately be considered
null and void whereby the Demand Note, October Payment and Interest shall be
deemed by the parties to not have been converted. Executive and Magnitude agree
that in the event of Default, all of Executive's rights and values associated
with the Demand Note, Security interest in the Demand Note, October Payment,
Interest and Resignation Agreement shall be in full force and value again as
they were immediately prior to conversion under this Agreement. Magnitude and
Executive agree there is no cure period provision in the case of Default. In
addition, Magnitude and Executive agree that in the event of Default the current
state of Magnitude's Resignation Agreement default shall again exist as it did
prior to the execution of this Agreement.

4. Magnitude's Representations, Warranties and Covenants. Magnitude represents,
warrants and covenants that:

            A. Corporate Status. Magnitude is a corporation duly organized,
validly existing and in good standing pursuant to the laws of the State of
Delaware, with all requisite power and authority to carry on its business as
presently conducted in all jurisdictions where presently conducted, to enter
into this Agreement and to consummate the transactions set forth in this
Agreement.

            B. Authority. Magnitude has the full right, power and legal capacity
to enter into this Agreement and to consummate the transactions contemplated
hereby. This Agreement constitutes the valid and legally binding obligation of
Magnitude, enforceable in accordance with its terms and conditions. The
execution and delivery of this Agreement by Magnitude and the consummation by it
of the transactions contemplated hereby have been duly approved and authorized
by all necessary action of the Board of Directors of Magnitude, and no further
authorization shall be necessary on the part of Magnitude for the performance
and consummation by Magnitude of the transactions contemplated hereby. The
execution, delivery and performance of this Agreement in accordance with its
terms does not and shall not require approval, consent or authorization of any
third party, including any governmental agency or authority or any political
subdivision thereof.

            C. Compliance with the Law and Other Instruments. The business and
operations of Magnitude have been and are being conducted in accordance with all
applicable laws, rules, and regulations of all authorities which affect
Magnitude or its properties, assets, businesses or prospects. The performance of
this Agreement shall not result in any breach of, or constitute a default under,
or result in the imposition of any lien or encumbrance upon any property of
Magnitude or cause an acceleration under any arrangement, agreement or other
instrument to which Magnitude is a party or by which any of its assets are
bound. In addition, the performance of this Agreement shall not trigger
additional rights in any third parties, including, but not limited to, any
antidilution rights in Magnitude. Magnitude has performed all of its obligations
which are required to be performed by it pursuant to the terms of any such
agreement, contract, or commitment.

            D. No Approval. No approval of any third party including, but not
limited to, any governmental authority is required in connection with the
consummation of the transactions set forth in this Agreement.


                Initials: Magnitude ELM, Executive SR Page 4 of 8

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            E. Survival. The covenants, representations and warranties made by
Magnitude in or in connection with this Agreement shall survive the execution
and delivery of this Agreement and the consummation of the transactions
described herein, it being agreed and understood that each of such covenants,
representations and warranties is of the essence to this Agreement and the same
shall be binding upon Magnitude and inure to Executive and his successors and
assigns. Any articles existing in the Resignation Agreement which have not been
redressed in this Agreement are agreed to be hereby ratified and in full force
and effect.

            F. Complete Disclosure. Magnitude has no knowledge that any
covenant, representation or warranty of Magnitude which is contained in this
Agreement or in a writing furnished or to be furnished pursuant to this
Agreement or in Magnitude's filings with the Securities and Exchange Commission
contains or shall contain any untrue statement of a material fact, omits or
shall omit to state any material fact which is required to make the statements
which are contained herein or therein, not misleading.

            G. Notification of an Event. If any event occurs, or any event known
to Magnitude relating to or affecting Magnitude shall occur, as a result of
which (i) any provision of this Agreement at that time shall include an untrue
statement of a fact, or (ii) this Agreement shall omit to state any fact
necessary to make the statements herein, in light of the circumstances under
which they were made, not misleading, Magnitude shall immediately notify
Executive pursuant to Paragraph "C" of Article "9" of this Agreement.

            H. No Defense. It shall not be a defense to a suit for damages for
any misrepresentation or breach of a covenant, representation or warranty that
Executive knew or had reason to know that any covenant, representation or
warranty in this Agreement contained untrue statements.

            I. No Avoidance. Magnitude will not artificially minimize the
conversion ratio of investment, for purposes of this Agreement's obligations, in
any investment agreement or transaction through entering into a series of
transactions or agreements with any group, investor or its affiliates whereby
additional favorable consideration is given to the investor in transactions or
agreements other than the investment transaction or agreement.

5. Executive's Representations, Warranties and Covenants. Executive represents
warrants and covenants that:

            A. Restricted Securities. Executive acknowledges that none of the
Shares have been registered under the Act or the securities laws of any state
and, therefore, cannot be sold unless they are subsequently registered under the
Act and any applicable state securities laws or exemptions from registration
thereunder are available. Executive further understands that only Magnitude can
take action to register the Shares.

            B. Restrictive Legend. Executive understands that the Shares shall
bear the following restrictive legend until the Shares are registered pursuant
to Paragraph "A" of Article "6" of this Agreement: "These Shares have not been
registered under the Securities Act of 1933, as Amended, having been acquired
for investment purposes only and not with a view to distribute. They may not be
sold or offered for in absence of an effective registration statement as to the
Shares under the Securities Act of 1933, as Amended, or an opinion of counsel
satisfactory to the corporation and an exemption from the Securities Act of
1933, as Amended, is available and that such registration is not required, or in
the alternative that such Shares may be sold under Rule 144, as promulgated by
the Securities and Exchange Commission of the United States."

6. Registration Obligations.

            A. Magnitude shall, without cost or expense to Executive, include in
its Pre-Effective Amendment No. 1 to its November 27, 2006 filed registration
statement on Form SB-2, all of the Shares and all of the Warrant Shares and all
of the shares underlying the Suspended Options and Warrants, for a total of
13,861,875 common shares to be registered (the "Securities"), which amendment
shall be filed no later than January 31, 2007. If Magnitude has not included all
of the Securities in its Pre-Effective Amendment No. 1 to its November 27, 2006
filed registration statement on Form SB-2, Magnitude shall grant, issue and
deliver an additional forty five thousand (45,000) shares of Common Stock to the
Executive for each subsequent business day starting from the date of filing of
the Pre-Effective Amendment No. 1 until a future amendment or registration is
filed which includes all of the Securities missing in the Pre-Effective
Amendment No. 1. Once such filing is made, Magnitude shall use good faith and
best efforts to make the registration effective. If the registration is not
effective within ninety (90) days after filing, Magnitude shall grant, issue and
deliver an additional forty five thousand (45,000) shares of Common Stock to the
Executive for each subsequent business day that begins until the registration
becomes effective.


                Initials: Magnitude ELM, Executive SR Page 5 of 8

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            B. Magnitude shall keep the registrations considered herein
effective until the earlier to occur of (i) twentyfour months from their
issuance or (ii) such time as Executive has sold all of his Securities or the
Securities are eligible to be transferred without restriction pursuant to the
provisions of Rule 144k. Magnitude agrees to provide an opinion of counsel
within five (5) business days with respect to any sales of the Securities by
Executive if such sale is permissible under Rule 144. If Magnitude fails to
timely provide or approve a legal opinion pursuant to Paragraph "A" of this
Article "6" of this Agreement, Magnitude agrees to pay Executive five hundred
($500.00) dollars per day for each day that said opinion or approval is delayed.

            C. All expenses in connection with preparing and filing any
registration statement shall be borne in full by Magnitude; provided, however,
that Executive shall pay any and all underwriting commissions and expenses and
the fees and expenses of any legal counsel selected by Executive to represent it
with respect to the sale of the Securities.

7. Additional Covenants of Magnitude. Magnitude covenants and agrees as follows:

            A. Magnitude shall continuously remain a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and will file
with the SEC on a timely basis all reports, statements and other materials
required to be filed by Magnitude to remain a reporting company under the
Exchange Act.

            B. The Common Stock of Magnitude shall continuously be listed on a
national securities exchange, or traded on the NASDAQ National Market, the
NASDAQ Small Cap Market, or the Over the Counter Bulletin Board (the "OTCBB").

            C. Magnitude shall, at its cost, provide the appropriate opinion
letters to be issued by Magnitude's counsel in compliance with the provisions of
Rule 144, as amended, with respect to the transfer or sale of the securities of
Magnitude owned by Executive, if such transfer or sale is permissible under Rule
144. Magnitude shall provide the appropriate opinion letters within five (5)
business days of request via e-mail notification or facsimile notification by
Executive.

            D. If Magnitude fails to timely provide or approve a legal opinion
pursuant to Paragraph "C" of this Article "7" of this Agreement, Magnitude
agrees to pay Executive five hundred ($500.00) dollars per day for each day that
said opinion or approval is delayed.

            E. Magnitude shall increase its number of authorized shares on or
before February 18, 2007 so that it shall have sufficient authorized and
unissued shares to issue and deliver all of the Warrant Shares and the Suspended
Options and Warrants.

8. Legal Work and Fees. Due to Executive's increased ownership in Magnitude as a
result of the Conversion, Magnitude shall, at its cost, evaluate Executive's
equity percentage position in Magnitude to determine if Executive is required to
file any forms or otherwise report to the Securities and Exchange Commission
regarding his percentage ownership of Magnitude. In the event that it is
determined that Executive must file any such forms or otherwise report,
Magnitude shall provide legal services to Executive to effect such requirements
at its cost.

9. Miscellaneous.

            A. Headings. Headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.


                Initials: Magnitude ELM, Executive SR Page 6 of 8

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            B. Enforceability. If any provision which is contained in this
Agreement should, for any reason, be held to be invalid or unenforceable in any
respect under the laws of any jurisdiction, such invalidity or unenforceability
shall not affect any other provision of this Agreement and this Agreement shall
be construed as if such invalid or unenforceable provision had not been
contained herein.

            C. Notices. Any notice or other communication required or permitted
hereunder shall be sufficiently given if sent by (i) mail by (a) certified mail,
postage prepaid, return receipt requested and (b) first class mail, postage
prepaid (ii) overnight delivery with confirmation of delivery or (iii) facsimile
transmission with an original mailed by first class mail, postage prepaid,
addressed as follows:

To Executive:     Steven D. Rudnik, 2 Hilltop Road, Mendham, New Jersey, 07945

To Magnitude:     Magnitude Information Systems, Inc.
                  1250 Route 28, Suite 309, Branchburg, New Jersey 08876
                  Attn: Chief Executive Officer

With a copy to:   Joseph J. Tomasek, Esq., 75-77 N Bridge St., Somerville,
                  NJ 08876
                  Fax No: (908) 429-0040

or in each case to such other address and facsimile number as shall have last
been furnished by like notice. If all of the methods of notice set forth in this
Paragraph "C" of this Article "9" of this Agreement are impossible for any
reason, notice shall be in writing and personally delivered to the aforesaid
addresses. Each notice or communication shall be deemed to have been given as of
the date so mailed or delivered as the case may be; provided, however, that any
notice sent by facsimile shall be deemed to have been given as of the date so
sent if a copy thereof is also mailed by first class mail on the date sent by
facsimile. If the date of mailing is not the same as the date of sending by
facsimile, then the date of mailing by first class mail shall be deemed to be
the date upon which notice is given; provided further, however, that any notice
sent by overnight delivery shall be deemed to have been given as of the date of
delivery.

            D. Governing Law; Disputes. This Agreement shall in all respects be
construed, governed, applied and enforced in accordance with the laws of the
State of New Jersey applicable to contracts made and to be performed therein,
without giving effect to the principles of conflicts of law. The parties hereby
consent to and irrevocably and exclusively submit to personal jurisdiction over
each of them by the Courts of the State of New Jersey in any action or
proceeding, irrevocably waive trial by jury and personal service of any and all
process and specifically consent that in any such action or proceeding, any
service of process may be effectuated upon any of them by certified mail, return
receipt requested, in accordance with Paragraph "C" of this Article "9" of this
Agreement. In the event Executive commences legal action to enforce any of the
terms of this Agreement, Magnitude shall pay all legal fees and costs incurred
by Executive with respect to this Agreement.

            E. Entire Agreement. This Agreement and all documents and
instruments referred to herein (i) constitute the entire agreement and supersede
all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof and thereof, and (ii) are not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder. Each party hereto agrees that, except for the
representations and warranties contained in this Agreement, neither party makes
any other representations or warranties, and each hereby disclaims any other
representations and warranties made by itself or any of its officers, directors,
employees, agents, financial and legal advisors or other representatives, with
respect to the execution and delivery of this Agreement or the transactions
contemplated hereby, notwithstanding the delivery or disclosure of any
documentation or other information with respect to any one or more of the
foregoing.

            F. Further Assurances. The parties agree to execute any and all such
other further instruments and documents, and to take any and all such further
actions which are reasonably required to effectuate this Agreement and the
intents and purposes hereof.


                Initials: Magnitude ELM, Executive SR Page 7 of 8

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            G. Binding Agreement. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their heirs, executors, administrators,
personal representatives, successors and assigns.

            H. Non-Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to insist
in any one or more cases upon the performance of any of the provisions,
covenants or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants or conditions, (ii) the acceptance of performance
of anything required by this Agreement to be performed with knowledge of the
breach or failure of a covenant, condition or provision hereof shall not be
deemed a waiver of such breach or failure, and (iii) no waiver by any party of
one breach by another party shall be construed as a waiver of any other or
subsequent breach.

            I. Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

            J. Facsimile Signatures. Any signature which is delivered via
facsimile shall be deemed to be an original and have the same force and effect
as if such facsimile signature were the original thereof.

            K. Modifications. This Agreement may not be changed, modified,
extended, terminated or discharged orally, except by a written agreement
specifically referring to this Agreement which is signed by all of the parties
to this Agreement.

            L. Exhibits. All Exhibits annexed or attached to this Agreement are
incorporated into this Agreement by reference thereto and constitute an integral
part of this Agreement.

            M. Severability. The provisions of this Agreement shall be deemed
separable. Therefore, if any part of this Agreement is rendered void, invalid or
unenforceable, such rendering shall not affect the validity or enforceability of
the remainder of this Agreement; provided, however, that if the part or parts
which are void, invalid or unenforceable as aforesaid shall substantially impair
the value of this whole Agreement to any party, that party may cancel, and
terminate this Agreement by giving written notice to the other party.

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

Steven D. Rudnik                        Magnitude Information Systems, Inc.


By: /s/ Steven D. Rudnik                By: /s/ Edward L. Marney
    ---------------------------------       ------------------------------------
Name: Steven D. Rudnik                      Name: Edward L. Marney
                                            Title: President


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