EXHIBIT 10.7
                              EMPLOYMENT AGREEMENT

     Employment  Agreement  (the  "Agreement"),  dated December 23, 1996, by and
between The Forefront Group, Inc., a Delaware  corporation (the "Company"),  and
David Sikora ("Employee").

     In  consideration of the mutual premises and conditions  contained  herein,
the parties hereto agree as follows:

     Section 1. Employment.  The Company hereby agrees to employ  Employee,  and
Employee hereby accepts employment by the Company, upon the terms and subject to
the conditions hereinafter set forth.

     Section  2.  Duties.  Employee  shall  serve  as the  President  and  Chief
Executive  Officer of the Company.  Employee  agrees to devote his full time and
best efforts to the performance of his duties to the Company.

     Section 3. Term. Except as otherwise provided in Section 6 hereof, the term
of this Agreement  shall commence on October 1, 1996  ("Commencement  Date") and
terminate  December 31, 1998, and shall be automatically  renewed thereafter for
successive  one year terms unless either party gives to the other written notice
of termination no fewer than sixty (60) days prior to the expiration of any such
term that it does not wish to extend this Agreement.

     Section 4. Compensation and Benefits.  In consideration for the services of
the Employee hereunder, the Company will compensate Employee as follows:

               (a) Base Salary.  Commencing on October 1, 1996 Employee shall be
          entitled to receive a salary of $16,667 per month,  provided  that the
          increase in salary as compared to  Employee's  current  salary for the
          remainder  of 1996 may be withheld  and paid as a bonus to Employee in
          Employee's discretion.

               (b) 1996 Bonus.  Employee shall be paid his accrued bonus for the
          first nine months of 1996, in the amount of $36,750, upon execution of
          this Agreement. In addition, Employee shall be eligible for a bonus of
          $25,000  for the  fourth  quarter  of  1996,  payable  50% in the sole
          discretion of the Compensation Committee of the Board of Directors and
          50% on the  achievement  of  $5,000,000  of  revenues  for the  fourth
          quarter of 1996.

               (c)  1997-1998  Bonus.  Commencing  on January 1, 1997,  Employee
          shall be eligible  to receive an annual cash bonus in an amount  equal
          to up to  50%  of  his  base  salary  payable  one-half  in  the  sole
          discretion  of the  Compensation  Committee of the Board of Directors,
          and one-half based upon the accomplishment,  in the Board's reasonable
          opinion,  of the milestones  specified on Exhibit A hereto. Such bonus
          shall be


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          paid, when and if declared or earned, on a semi-annual basis.

               (d) Stock Options.

                    (i) The Company  shall grant  Employee an option to purchase
               100,000 shares of the Company's  Common Stock consistent with the
               terms of the 1996 Non-Qualified  Stock Option Plan adopted by the
               Company and the provisions of Section 7 hereof. Such options will
               vest over a period of three years. In addition,  fifty percent of
               all options  currently  held by Employee which are unvested shall
               be vested.

                    (ii)  Benefits.  During  the  term  of this  Agreement,  the
               Company  shall  continue  to pay the  entire  premium  on  health
               insurance coverage under the Company's sponsored health insurance
               plan for the Employee and his family, and the entire premium on a
               $1,000,000  life insurance  policy on the Employee's  life,  with
               proceeds  payable to a  beneficiary  designated  by Employee.  In
               addition,  during the term of this  Agreement,  Employee shall be
               entitled to participate in and receive benefits under any and all
               employee  benefit plans and programs  which are from time to time
               generally  made  available  to  the  executive  employees  of the
               Company, subject to approval and grant by the appropriate Company
               committee  with respect to programs  calling for such approval or
               grants.

     Section 5. Expenses.  It is acknowledged  by the parties that Employee,  in
connection  with the  services to be  performed  by him pursuant to the terms of
this Agreement,  will be required to make payments for travel,  entertainment of
business  associates and similar expenses.  The Company will reimburse  Employee
for all reasonable  expenses of types  authorized by the Company and incurred by
Employee in the performance of his duties  hereunder.  Employee will comply with
such budget limitations and approval and reporting  requirements with respect to
expenses as the Company may establish from time to time.

     Section 6. Termination.  Employee's  employment  hereunder will commence on
the  Commencement  Date and  continue  until  the end of the term  specified  in
Section 3 hereof and any renewals of such term,  except that the  employment  of
Employee hereunder will terminate earlier in the following manner:

               (a) Death or Disability.  Immediately  upon the death of Employee
          during the term of his employment or, at the option of the Company, in
          the event of Employee's  disability,  upon 30 days notice to Employee.
          Employee  will be  deemed  disabled  if,  as a  result  of  Employee's
          incapacity  due to a physical or mental  illness,  Employee shall have
          been absent from his duties with the Company on a full-time  basis for
          60 consecutive business days;

               (b) For Cause. For "Cause" immediately upon written notice by the


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          Company to Employee.  For purposes of this  Agreement,  a  termination
          will be for Cause if: (i) Employee willfully and continuously fails to
          perform  his duties  with the  Company  (other  than any such  failure
          resulting  from  incapacity due to physical or mental  illness),  (ii)
          Employee   willfully  engages  in  gross  misconduct   materially  and
          demonstrably  injurious  to the  Company  or (iii)  Employee  has been
          convicted of a felony; or

               (c) Without Cause. Subject to the terms provided in the following
          paragraph,   the  Company  may  terminate  Employee's  employment  for
          whatever reason it deems appropriate.

     Employee will not be entitled to any  severance  pay or other  compensation
upon  termination of his employment  pursuant to Subsections  6(a)-(b) or in the
event that Employee  voluntarily leaves the employment of the Company except for
any portion of his base salary accrued but unpaid from the last monthly  payment
date to the date of  termination  and  expense  reimbursements  under  Section 5
hereof for expenses incurred in the performance of his duties hereunder prior to
termination.  In the event Employee's  employment with the Company is terminated
by  the  Company  for  reasons  other  than  any of the  reasons  enumerated  in
Subsections  6(a)-(b) above,  the Company will pay Employee,  as Employee's sole
remedy in  connection  with such  termination,  severance  pay in the  amount of
Employee's monthly base salary at the rate in effect  immediately  preceding the
termination  of Employee's  employment  for 12 months after the  termination  of
Employee's  employment (the "Separation  Payment  Period"),  which severance pay
will be paid by the Company in equal  monthly  payments in arrears or in full at
time of  termination,  at  Employee's  discretion.  The  Company  will  also pay
Employee the portion of his base salary accrued but unpaid from the last monthly
payment date to the date of termination and expense reimbursements under Section
5 hereof for expenses  incurred in the performance of his duties hereunder prior
to termination.

     Section  7.  Effect  of  Termination  on  Options.  If  this  Agreement  is
terminated by the Company  pursuant to Section 6(c) above,  (i) the options that
are vested as of the date of termination  shall remain  exercisable for a period
of twelve  months  after the date of  termination  or such  longer  period as is
provided in such  agreements  and (ii) the options that would have vested during
the twelve months  following  termination  shall vest upon  termination,  remain
exercisable  for a period of twelve  months  after the date of  termination  and
expire  at the end of such  twelve  month  period  or such  longer  period as is
provided in such agreements.  If Employee's employment with the Company ends for
any other reason  Employee's  options will remain  exercisable and will vest and
expire in accordance with the terms of the applicable option agreements.

     Section 8. Change in Control Termination Payment.

               (a) Change in Control Payment.

                    (i)  Amount.   Notwithstanding   anything  to  the  contrary
               contained  in

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               Section  7  hereof,  in the  event of a Change  in Control (as
               defined in  subsection  8(b)  hereof) of the Company occurring
               among the term of this Agreement  regardless of whether
               Employee's  employment with the Company terminates for any reason
               (other  than death)  following  a Change In Control,  the Company
               will pay  Employee  a lump sum  payment  (the  "Change in Control
               Payment")  in cash equal to one times the sum of the items in the
               following subsections (I) through (VI):

                         (I) Employee's annual base  compensation  determined by
                    reference to his base salary in effect  immediately prior to
                    the Change In Control;

                         (II) the  maximum  bonus that  Employee  could  receive
                    under any management incentive bonus plan of the Company for
                    the year in which the Change In Control occurs, assuming all
                    incentives  and  financial  targets were  achieved  that are
                    necessary to require  payment of the largest bonus amount by
                    the Company to  Employee;  provided  that the maximum  bonus
                    under this subsection  8(a)(i)(II) will not be less than 50%
                    of the amount specified under subsection 8(a)(i)(I) hereof;

                         (III) the amount of Employee's  base salary accrued but
                    unpaid from the last monthly payment date to the date of the
                    Change in Control;

                         (IV) expense  reimbursement  under Section 5 hereof for
                    expenses incurred in the performance of his duties hereunder
                    prior to the Change in Control  of his  employment  with the
                    Company; and

                         (V) any other  benefits  accrued  but  unpaid as of the
                    date of such Change in Control.

                    (ii) Time for Payment  Interest.  The  Company  will pay the
               Change in Control  Payment to the  Employee  concurrent  with the
               Change in Control.  The  Company's  obligation to pay to Employee
               any amounts under this Section 8,  including  without  limitation
               the Change in Control Payment,  will bear interest at the maximum
               rate  allowed by law until paid by the  Company,  and all accrued
               and unpaid  interest will bear interest at the same rate,  all of
               which interest will be compounded daily.

                    (iii) Payment  Authority.  Any officer of the Company (other
               than  Employee)  is  authorized  to issue  and  execute  a check,
               initiate a wire transfer or otherwise effect payment on behalf of
               the  Company  to satisfy  the  Company's  obligations  to pay all
               amounts due to Employee under this Section 8.


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                    (iv) Termination. The Company's obligation to pay the Change
               in Control  Payment  will not be affected in the event that or by
               the manner in which  Employee's  employment  with the  Company is
               terminated. Without limiting the generality of the foregoing, the
               Company will be  obligated  to pay the Change in Control  Payment
               regardless  of whether  Employee's  termination  of employment is
               voluntary, involuntary, for cause, without cause, in violation of
               any employment agreement or other agreement in effect at the time
               of the Change In  Control,  or due to  Employee's  retirement  or
               disability. Employee's notice of his termination of employment in
               connection with a Change In Control may be made by any means.

               (b) Change in Control. A Change In Control will be deemed to have
          occurred for purposes  hereof (i) when a change of stock  ownership of
          the  Company of a nature  that would be  required  to be  reported  in
          response to Item 6(e) of Schedule 14A promulgated under the Securities
          Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  and any
          successor  Item of a similar  nature  has  occurred;  or (ii) upon the
          acquisition of beneficial  ownership,  directly or indirectly,  by any
          person (as such term is used in  Sections  13(d) and  13(d)(2)  of the
          Exchange Act) of securities of the Company representing 50% or more of
          the  combined   voting  power  of  the  Company's   then   outstanding
          securities;  or (iii) a change  during any  period of two  consecutive
          years of a majority  of the members of the Board of  Directors  of the
          Company for any reason,  unless the election,  or the  nomination  for
          election by the Company's shareholders,  of each director was approved
          by a vote of a majority of the directors then still in office who were
          directors at the  beginning of the period;  provided  that a Change In
          Control will not be deemed to have  occurred for purposes  hereof with
          respect to any person meeting the requirements of clauses (i) and (ii)
          of Rule 13d-1(b)(1)  promulgated under the Securities  Exchange Act of
          1934, as amended.

               (c)  Arbitration.  Any  controversy  or claim  arising  out of or
          relating  to this  Section 8, or the breach  thereof,  will be settled
          exclusively by arbitration in Houston,  Texas,  in accordance with the
          Commercial  Arbitration Rules of the American Arbitration  Association
          then in effect.  Judgment upon the award rendered by the arbitrator(s)
          may be entered  in, and  enforced  by, any court  having  jurisdiction
          thereof.

               (d) No Right to  Continued  Employment.  This  Section 8 will not
          give  Employee  any  right of  continued  employment  or any  right to
          compensation   or  benefits   from  the  Company   except  the  rights
          specifically stated herein.

     Section 9. Confidential  Information.  Employee recognizes and acknowledges
that  certain  assets  of the  Company  and its  affiliates,  including  without
limitation  information  regarding  customers,   pricing  policies,  methods  of
operation,  proprietary  computer programs,  sales,  products,  profits,  costs,
markets, key personnel, formulae, product applications, technical processes, and
trade secrets  (hereinafter  called  "Confidential  Information")  are valuable,
special


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and unique assets of the Company and its affiliates.  Employee will not,
during  or  after  his  term of  employment,  disclose  any of the  Confidential
Information to any person, firm, corporation,  association,  or any other entity
for any reason or purpose whatsoever,  directly or indirectly,  except as may be
required   pursuant  to  his  employment   hereunder,   unless  and  until  such
Confidential  Information becomes publicly available other than as a consequence
of the breach by Employee of his confidentiality  obligations hereunder.  In the
event of the termination of his employment, whether voluntary or involuntary and
whether by the Company or  Employee,  Employee  will  deliver to the Company all
documents and data pertaining to the Confidential  Information and will not take
with him any documents or data of any kind or any  reproductions (in whole or in
part) of any items relating to the Confidential Information.

     Section 10. Noncompetition.  Until one year after termination of Employee's
employment hereunder, Employee will not (i) engage directly or indirectly, alone
or as a shareholder,  partner, officer, director,  employee or consultant of any
other business organization,  in any business activities which (A) relate to the
products  and  business of the Company at the time of the Change In Control (the
"Designated  Industry")  and (B) were either  conducted by the Company  prior to
Employee's termination or proposed to be conducted by the Company at the time of
such termination, (ii) divert to any competitor of the Company in the Designated
Industry any customer of Employee,  or (iii)  solicit or encourage  any officer,
employee,  or consultant  of the Company to leave its  employment by or with any
competitor  of the  Company  in the  Designated  Industry.  The  parties  hereto
acknowledge  that  Employee's  noncompetition  obligations  hereunder  will  not
preclude  Employee  from (i)  owning  less  than 5% of the  common  stock of any
publicly traded  corporation  conducting  business  activities in the Designated
Industry or (ii)  serving as an officer or employee of an entity  engaged in the
Internet or software industry whose business operations are not competitive with
those of the Company.  Employee will  continue to be bound by the  provisions of
this  Section  10  until  their  expiration  and  will  not be  entitled  to any
compensation  from  the  Company  with  respect  thereto.  If at  any  time  the
provisions of this Section 10 are determined to be invalid or unenforceable,  by
reason of being vague or unreasonable as to area, duration or scope of activity,
this Section 10 will be considered  divisible and will become and be immediately
amended to only such area,  duration and scope of activity as will be determined
to be reasonable and enforceable by the court or other body having  jurisdiction
over the matter;  and Employee agrees that this Section 10 as so amended will be
valid and binding as though any invalid or unenforceable  provision had not been
included herein.

     Section 11. General.

               (a)  Notices.  Except as provided  in Section  8(a)  hereof,  all
          notices and other  communications  hereunder  will be in writing or by
          written telecommunication,  and will be deemed to have been duly given
          if delivered personally or if mailed by certified mail, return receipt
          requested or by written telecommunication, to the relevant address set
          forth below,  or to such other address as the recipient of such notice
          or  communication  will have  specified  to the other party  hereto in
          accordance with this Section 12(a):



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          If to the Company, to:                      with a copy to:

          The Forefront Group, Inc.                  Jeffrey R. Harder,
          1330 Post Oak Boulevard                    VP & General Counsel
          Suite 1300                                 The ForeFront Group, Inc.
          Houston, Texas 77056                       1330 Post Oak Boulevard,
                                                     Suite 1300
                                                     Houston, Texas 77056

          If to Employee, to:

          David Sikora
          1102 Glourie Drive
          Houston, Texas 77055

               (b) Withholding;  No Offset.  All payments required to be made by
          the Company  under this  Agreement to Employee  will be subject to the
          withholding of such amounts,  if any,  relating to federal,  state and
          local taxes as may be required by law. No payment under this Agreement
          will be  subject  to offset or  reduction  attributable  to any amount
          Employee may owe to the Company or any other person.

               (c) Equitable  Remedies.  Each of the parties hereto acknowledges
          and agrees that upon any breach by Employee of his  obligations  under
          any of  Sections 9 and 10 hereof,  the  Company  will have no adequate
          remedy  at  law,  and   accordingly   will  be  entitled  to  specific
          performance and other appropriate injunctive and equitable relief.

               (d)  Severability.  If any provision of this Agreement is held to
          be illegal,  invalid or  unenforceable,  such  provision will be fully
          severable and this Agreement will be construed and enforced as if such
          illegal,  invalid or  unenforceable  provision  never comprised a part
          hereof; and the remaining  provisions hereof will remain in full force
          and  effect  and will  not be  affected  by the  illegal,  invalid  or
          unenforceable provision or by its severance herefrom.  Furthermore, in
          lieu of such illegal, invalid or unenforceable  provision,  there will
          be  added  automatically  as part of this  Agreement  a  provision  as
          similar  in its  terms  to  such  illegal,  invalid  or  unenforceable
          provision as may be possible and be legal, valid and enforceable.

               (f)  Waivers.  No delay or  omission  by either  party  hereto in
          exercising  any right,  power or privilege  hereunder will impair such
          right, power or privilege,  nor will any single or partial exercise of
          any such right,  power or  privilege  preclude  any  further  exercise
          thereof or the exercise of any other right, power or privilege.

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               (g)  Counterparts.  This  Agreement  may be  executed in multiple
          counterparts,  each of which  will be deemed an  original,  and all of
          which together will constitute one and the same instrument.

               (h) Captions.  The captions in this Agreement are for convenience
          of reference  only and will not limit or  otherwise  affect any of the
          terms or provisions hereof.

               (i) Reference to Agreement.  Use of the words "herein," "hereof,"
          "hereto" and the like in this  Agreement  refer to this Agreement only
          as a whole and not to any  particular  subsection or provision of this
          Agreement, unless otherwise noted.

               (j) Binding  Agreement.  This  Agreement will be binding upon and
          inure to the  benefit of the parties  and will be  enforceable  by the
          personal  representatives  and heirs of Employee and the successors of
          the Company. If Employee dies while any amounts would still be payable
          to him hereunder, such amounts will be paid to Employee's estate. This
          Agreement is not otherwise assignable by Employee.

               (k)  Entire  Agreement.   This  Agreement   contains  the  entire
          understanding  of the parties,  supersedes  all prior  agreements  and
          understandings  relating to the subject  matter  hereof and may not be
          amended except by a written  instrument  hereinafter signed by each of
          the parties hereto.

               (l) Governing Law. This Agreement and the performance hereof will
          be construed and governed in accordance  with the laws of the State of
          Texas, without regard to its choice of law principles.

     EXECUTED as of the date and year first above written.


THE FOREFRONT GROUP, INC.

By: /s/ G. Anthony Gorry

Its: Chairman of the Board



EMPLOYEE: /s/ David Sikora


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