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                                                                  EXHIBIT 10.13

                              EMPLOYMENT AGREEMENT

     AGREEMENT made has of this 12th day of October, 1998, by and between P.J.
Lynch (the "Employee") and Atlantic Data Services, Inc., a Massachusetts
corporation with a principal place of business at One Batterymarch Park, Quincy,
MA 02169 (the "Company").

     WHEREAS, the Company believes it to be to its advantage that the Employee
renders services to the Company as herein provided; and

     WHEREAS, the Employee's senior managerial position requires that he or she
be trusted with confidential information and trade secrets of the Company and
that he or she develop a thorough and comprehensive knowledge of various aspects
of the Company's business;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
covenants and obligations herein contained, the parties hereto agree as follows:

1.   POSITION AND RESPONSIBILITIES. The Employee agrees to serve initially as
     Senior Vice President of Corporate Development of the Company. The parties
     agree that such employment shall be full-time and on an "at-will" basis,
     and that either the Employee or the Company may terminate the employment
     relationship at any time, with or without cause, upon written notice to the
     other party. The Employee shall initially report to, and his or her
     activities shall at all times be, subject to the direction and control of
     the Chairman & CEO of the Company, and the Employee shall exercise such
     powers and comply with and perform, faithfully and to the best of his or
     her ability, such directions and duties in relation to the business and
     affairs of the Company as may from time to time be vested in or requested
     of him or her by the Chairman & CEO and shall use his or her best efforts
     to improve and extend the business of the Company.

2.   COMPENSATION. The Company shall pay the Employee the following
     compensation, including the following:

     A.   SALARY, BONUS, EQUITY OPTIONS. In consideration of the services to be
          rendered by the Employee to the Company, the Company will pay to the
          Employee a monthly salary of $16,666 (the Employee's "Base Rate").
          Such salary shall be payable in conformity with the Company's
          customary practices for executive compensation as such practices shall
          be established or modified from time to time. Salary payments shall be
          subject to all applicable federal and state withholding, payroll and
          other taxes. Additional details of compensation including bonus
          opportunity and stock options is included in the September 11, 1998
          offer letter (the "Offer Letter") extended by the Company and accepted
          by the Employee which is attached and hereby incorporated as an
          integral part of this Agreement.

     B.   FRINGE BENEFITS. The Employee will also be entitled to participate on
          the same basis in the Company's standard benefits package generally
          available for all other officers of the Company similarly situated.
          Additional details of fringe benefits including a car allowance and
          benefits related to moving Employee to the Boston area are included in
          the attached and incorporated Offer Letter.

     C.   CHANGE OF CONTROL. If, upon a Change of Control (as hereinafter
          defined), the Employee is (i) not offered employment by the acquiring
          corporation in a comparable position, at a comparable

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          salary or (ii) the Company or the acquiring corporation terminates the
          employment of the Employee, without Cause, within twelve months of the
          consummation of a Change in Control, then the Company or the acquiring
          corporation, as the case may be, shall be obligated to pay the
          Employee a severance payment of twelve months' salary at the
          Employee's then current base rate, payable in the same manner as such
          salary was payable during the period of the Employee's employment. In
          the event that the Employee elects to continue health insurance
          coverage in accordance with the provisions of the Consolidated Budget
          Reconciliation Act of 1985 ("COBRA"), the Company shall continue to
          pay for the Employee's health insurance premium on the same terms and
          conditions, and subject to the same rules and regulations application
          thereto, as active Company employees for a period of twelve months
          from the date of termination of Employee's employment with the
          Company. Thereafter, the Employee shall be solely liable for the cost
          of such premium. For purposes of this Agreement, a "Change of Control"
          shall have occurred if at any time during Employee's employment with
          the Company any of the following events shall occur:

          (i)   The Company is merged or consolidated into or with another
                corporation or other legal person, and as a result of such
                merger or consolidation less than a majority of the combined
                voting power of the then-outstanding securities of such
                surviving or resulting corporation or person immediately after
                such transaction is held in the aggregate by the holders of the
                then-outstanding securities entitled to vote generally in the
                election of directors of the Company ("Voting Stock")
                immediately prior to such transaction;

          (ii)  The Company sells all or substantially all of its assets to any
                other corporation or legal person, and after such sale less than
                a majority of the combined voting power of the then-outstanding
                securities of such corporation or person immediately after such
                sale is held in the aggregate by the holders of the Voting Stock
                of the Company immediately prior to such sale; or

          (iii) There is a tender offer in which any "person" (as such term is
                used in Section 13(d)(3) or Section 14(d)(2) of the Exchange
                Act) acquires the beneficial ownership of securities
                representing a majority or more of the Voting Stock of the
                Company;

                provided, however, that a "Change in Control" shall not be
                deemed to have occurred for purposes of this Agreement solely
                because (i) the Company, (ii) an entity in which the Company
                directly or indirectly beneficially owns 50% or more of the
                voting securities, or (iii) any Company-sponsored employee stock
                ownership plan or any other employee benefit plan of the
                Company, either files or becomes obligated to file a report or a
                proxy statement under or in response to Schedule 13D, Schedule
                14D-1, Form 8-K or Schedule 14A (or any successor schedule, form
                or report) under the Exchange Act, disclosing beneficial
                ownership by it of shares of Voting Stock or because the Company
                reports that a change in control of the Company has occurred by
                reason of such beneficial ownership.

     D.   TERMINATION FOR CAUSE. The Company may terminate the employment of the
          Employee at any time for "Cause." For purposes of this Agreement,
          "Cause" means: (a) the Employee's conviction of any crime (whether or
          not involving the Company) other than unintentional motor vehicle
          felonies; (b) any intentional act of theft, fraud or embezzlement by
          the Employee in connection with his work with the Company; (c)
          Employee's continuing, repeated or willful failure or refusal to
          perform his duties and services under this Agreement (other than due
          to his incapacity due to illness or injury); or (d) the Employee's
          violation of Section 3 of this Agreement.

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          If the Company terminates the Employee's employment for Cause at any
          time (regardless of whether or not the Company experiences a Change of
          Control), the Employee shall not be entitled to any compensation or
          benefits following the date of such termination, other than
          compensation and benefits required to be paid or provided by law and
          payment of the Employee's normal post-termination benefits in
          accordance with the Company's retirement, insurance and other benefit
          plans and arrangements.

     E.   TERMINATION WITHOUT CAUSE. The Company may terminate the employment of
          the Employee at any time without Cause. If the Company terminates the
          Employee's employment without Cause at any time, then the Company
          shall be obligated to pay the Employee a severance payment of twelve
          months salary at the Employee's current base rate, payable in the same
          manner as such salary was payable, during the period of the Employee's
          employment. In the event that the Employee elects to continue health
          insurance coverage in accordance with the provisions of COBRA, the
          Company shall continue to pay for Employee's health insurance premium
          on the same terms and conditions, and subject to the same rules and
          regulations applicable thereto, as active Company employees for a
          period of twelve months from the date of termination of Employee's
          employment with the Company. Thereafter, the Employee shall be solely
          liable for the cost of such premium.

3.   NONDISCLOSURE AND DEVELOPMENTS; NON-SOLICITATION

     A.   NONDISCLOSURE. Employee will not at any time, whether during or after
          his or her period of employment by the Company ("Employment Period")
          reveal to any person or entity any of the trade secrets or
          confidential information concerning the organization, business or
          finances of the Company or of any third party which the Company is
          under an obligation to keep confidential (including but not limited to
          trade secrets or confidential information respecting inventions,
          products, designs, methods, know-how, techniques, systems, processes,
          software programs, works of authorship, customer lists, software,
          supplier lists, pricing, projects, plans and proposals), except as may
          be required in the ordinary course of performing duties as an employee
          of the Company, and Employee shall keep secret all matters entrusted
          to him or her and shall not use or attempt to use any such information
          in any manner which may injure or cause loss or may be calculated to
          injure or cause loss, whether directly or indirectly, to the Company.
          Further, Employee agrees that during and after the Employment Period
          he or she shall not make, use or permit to be used any notes,
          memoranda, reports, lists, records, drawings, sketches,
          specifications, software programs, data, documentation or other
          materials of any nature relating to any matter within the scope of the
          business of the Company or concerning any of its dealings or affairs
          otherwise than for the benefit of the Company, it being agreed that
          all of the foregoing shall be and remain the sole and exclusive
          property of the Company, and that immediately upon the termination of
          Employee's employment he or she shall deliver all of the foregoing,
          and all copies thereof, to the Company, at its main office.

     B.   DEVELOPMENTS. If at any time or times during the Employment Period,
          Employee shall (either alone or with others) make, conceive, create,
          discover, invent or reduce to practice any invention, modification,
          discovery, design, development, improvement, process, software
          program, work of authorship, documentation, formula, data, technique,
          know-how, trade secret or intellectual property right whatsoever or
          any interest therein (whether or not patentable or registrable under
          copyright, trademark or similar statutes, including but not limited to
          the Semiconductor Chip Protection Act, or subject to analogous
          protection) (herein called "Development") that (i) relates to the
          business of the Company or any customer of or supplier to the Company
          or any of the products or services being developed, manufactured or
          sold by the Company or which may be

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          used in relation therewith, (ii) results from tasks assigned the
          Employee by the Company or (iii) results from the use of premises or
          personal property (whether tangible or intangible) owned, leased or
          contracted for by the Company, then:

          (i)   such Development and the benefits thereof are deemed
                works-made-for-hire (if applicable) and shall immediately become
                the sole and absolute property of the Company and its assigns,
                as works made for hire or otherwise;

          (ii)  Employee shall promptly disclose to the Company (or any persons
                designated by it) each such Development;

          (iii) as may be necessary to ensure the Company's ownership of such
                Developments, Employee hereby assigns any rights (including, but
                not limited to, any patents, copyrights and trademarks) he or
                she may have or acquire in the Developments and benefits and/or
                rights resulting therefrom to the Company and its assigns
                without further compensation; and

          (iv)  Employee shall communicate, without cost or delay, and without
                disclosing to others the same, all available information
                relating thereto (with all necessary plans and models) to the
                Company.

     C.   FURTHER ASSURANCES. Employee will, during and after the Employment
          Period, at the request and cost of the Company, promptly sign,
          execute, make and do all such deeds, documents, acts and things as the
          Company and its duly authorized agents may reasonably require:

          (i)   to apply for, obtain, register and vest in the name of the
                Company alone (unless the Company otherwise directs) letters
                patents, copyrights, trademarks or other analogous protection in
                any country throughout the world and when so obtained or vested
                to renew and restore the same; and

          (ii)  to defend any judicial, opposition or other proceedings in
                respect of such applications and any judicial, opposition or
                other proceedings or petitions or applications for revocation of
                such letters patent, copyright, trademark or other analogous
                protection.

          In the event the Company is unable, after reasonable effort, to secure
          Employee's signature on any application for patent, copyright or
          trademark registration or other documents regarding any legal
          protection relating to a Development, whether because of Employee's
          physical or mental incapacity or for any other reason whatsoever,
          Employee hereby irrevocably designates and appoints the Company and
          its duly authorized officers and agents as his or her agent and
          attorney-in-fact, to act for and in Employee's behalf and stead to
          execute and file any such application or applications or other
          documents and to do all other lawfully permitted acts to further the
          prosecution and issuance of letters patent, copyright or trademark
          registration or any other legal protection thereon with the same legal
          force and effect as if executed by Employee.

     D.   NON-SOLICITATION. For a period of two (2) years after any termination
          of employment with the Company, whether voluntary or involuntary,
          Employee will not, directly or indirectly,

          (i)  solicit for employment or employ, or permit any other company or
               business organization which is directly or indirectly controlled
               by Employee to solicit for employment or employ, any person who
               is employed by the Company, or in any manner assist any person or
               entity in soliciting for employment or hiring any employee of the
               Company, or

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               otherwise seek to induce any such employee to leave his or her
               employment with the Company; or

          (ii) solicit any of the Company's then current customers, or permit
               any other company or business or business organization which is
               directly or indirectly controlled by Employee to solicit any such
               customers, or in any manner assist any person or entity in
               soliciting such customers of the Company, or otherwise seek to
               induce any such customer to terminate its business relationship
               with the Company.

     E.   SPECIFIC PERFORMANCE. Employee agrees that any breach of this Section
          3 by Employee will cause irreparable damage to the Company and that in
          the event of such breach the Company shall have, in addition to any
          and all remedies of law, the right to an injunction, specific
          performance or other equitable relief to prevent the violation of
          Employee's obligations hereunder.

4.   CONSENT AND WAIVER BY THIRD PARTIES. The Employee hereby represents and
     warrants that he or she has obtained all waivers and/or consents from third
     parties which are necessary to enable him or her to enjoy employment with
     the Company on the terms and conditions set forth herein and to execute and
     perform this Agreement without being in conflict with any other agreement,
     obligation or understanding with any such third party. The Employee
     represents that he or she is not bound by any agreement or any other
     existing or previous business relationship which conflicts with, or may
     conflict with, the performance of his or her obligations hereunder or
     prevent the full performance of his or her duties and obligations
     hereunder.

5.   GOVERNING LAW; JURISDICTION AND VENUE. This Agreement, the employment
     relationship contemplated herein and any claim arising from such
     relationship, whether or not arising under this Agreement, shall be
     governed by and construed in accordance with the internal laws of the
     Commonwealth of Massachusetts, without reference to its conflicts of law
     principles, and this Agreement shall be deemed to be performable in
     Massachusetts. Any legal action or proceeding arising out of or relating to
     this Agreement may be instituted in either the courts of the Commonwealth
     of Massachusetts or the United States District Court for the District of
     Massachusetts, and Employee hereby irrevocably submits to the jurisdiction
     of any such court in any such action or proceeding, and Employee expressly
     consents to personal jurisdiction and venue in any such action.

6.   SEVERABILITY. In case any one or more of the provisions contained in this
     Agreement for any reason shall be held to be invalid, illegal or
     unenforceable in any respect, such invalidity, illegality or
     unenforceability shall not affect any other provision of this Agreement,
     but this Agreement shall be construed and reformed to the maximum extent
     permitted by law.

7.   WAIVERS AND MODIFICATIONS. This Agreement may be modified, and the rights,
     remedies and obligations contained in any provision hereof may be waived,
     only in accordance with this Section 7. No waiver by either party of any
     breach by the other or any provision hereof shall be deemed to be a waiver
     of any later or other breach thereof or as a waiver of any other provision
     of this Agreement. This Agreement sets forth all of the terms of the
     understandings between the parties with reference to the subject matter set
     forth herein and may not be waived, changed, discharged or terminated
     orally or by any course of dealing between the parties, but only an
     instrument in writing signed by the party against who any waiver, change,
     discharge or termination is sought.

8.   ASSIGNMENT. The Employee acknowledges that the services to be rendered by
     him or her hereunder are unique and personal in nature. Accordingly, the
     Employee may not assign any of his or her rights or delegate any of his or
     her duties or obligations under this Agreement. The rights and obligations
     of the

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     Company under this Agreement shall inure to the benefit of, and shall be
     binding upon, the successors and assigns of the Company.

9.   ACKNOWLEDGEMENTS. The Employee hereby acknowledges and recognizes that the
     enforcement of any of the provisions of this Agreement may potentially
     interfere with the Employee's ability to pursue a proper livelihood. The
     Employee represents that he or she is knowledgeable about the business of
     the Company and further represents that he or she is capable of pursuing a
     career in other industries to earn a proper livelihood. The Employee
     recognizes and agrees that the enforcement of the provisions of Section 3
     of this Agreement are necessary to ensure the preservation, protection and
     continuity of the business, trade secrets and goodwill of the Company.

10.  ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of
     the parties relating to the subject matter set forth herein and supersedes
     and cancels all agreements, written or oral, (with the single exception of
     the Offer Letter which stands and is formally incorporated into this
     Agreement), made prior to the date hereof between the Employee and the
     Company relating to employment, salary, bonus, or other compensation or any
     description, equity participation, pension, post-retirement benefits,
     severance or other remuneration.

11.  NOTICES. All notices hereunder shall be in writing and shall be delivered
     in person or mailed by certified or registered mail, return receipt
     requested, addressed as follows:

         If to the Company, to:          Atlantic Data Services, Inc.
                                         Attention:  Chief Executive Officer
                                         One Batterymarch Park
                                         Quincy, MA  02169

     If to the Employee, at the Employee's current address on file with the
     Company, or failing that, at the address set forth on the signature page
     hereto.

12.  COUNTERPARTS. This Agreement may be executed in two or more counterparts,
     each of which shall be deemed to be an original, but all of which together
     shall constitute one and the same instrument.

13.  SECTION HEADINGS. The descriptive section headings herein have been
     inserted for convenience only and shall not be deemed to define, limit, or
     otherwise affect the construction of any provision hereof.


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     IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written as an instrument under seal.


ATLANTIC DATA SERVICES, INC.                EMPLOYEE

By:  /s/ Robert W. Howe                     /s/ P. J. Lynch
    ------------------------------          --------------------------------

Title: Chairman and CEO                     Villa Angeline
----------------------------------          1 rue des Giroflees
                                            MC 98000 MONACO



ATTACHMENT
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Offer Letter of September 11, 1998 extended by Atlantic Data Services, Inc. and
accepted by P.J. Lynch