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                                                                   EXHIBIT 10.2


     EMPLOYMENT, NONCOMPETITION, DEVELOPMENT AND CONFIDENTIALITY AGREEMENT


         This employment, noncompetition, development and confidentiality
agreement (the "Agreement") is entered effective as of April 10, 1997 and
between POWERCERV CORPORATION, a Florida corporation (the "Company"), and MARC
J. FRATELLO ("Employee").

                                    RECITALS

         A. Company's business activities include software products of benefit
to a significant market, both nationwide and in an expanding international
arena. Among Company's business activities is the development and marketing of
client/server accounting software intended to be used by businesses in a
variety of situations. Due to the nature of Company's business and the market
for its business, it is very vulnerable to competition assisted by parties that
are or may have been employed by Company. In addition, in the course of its
business, Company develops, acquires and uses valuable confidential
information, trade secrets and other items. Due to the nature of Company's
business and the market for its business, its efforts and success are
significantly impacted by competition and innovation. Consequently, disclosure
of confidential information, trade secrets and other items of Company could
materially adversely affect it.

         B. Employee is a long-time key executive of Company, but is currently
not subject to an employment agreement requiring him to continue to work for
Company. Employee executed a noncompetition, nondisclosure and development
agreement in favor of Company dated as of May 12, 1995 (the "Existing
Agreement"). Company considers the continued employment of Employee pursuant to
an employment agreement to be in the best interest of Company in order to
assist in, and provide continuity for, the management of Company and its
future.

         C. The parties hereto desire to enter into an agreement setting forth
the terms and conditions of an employment relationship of between Employee and
Company and to replace and supersede Existing Agreement, all pursuant to the
terms and subject to the conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the employment by Company of
Employee and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged by Employee, Company and Employee agree:

         1.       Definitions.

                  a. An "Affiliate" of a Person means any entity that directly
or indirectly through one or more intermediaries controls, is controlled by, or
is under common control with such Person.

                  b. "Board" means the board of directors of Company.

                  c. A "Change of Control" means each time one of the following
events first occurs: (i) any Person and such Person's Affiliates and associates
(other than Marc Fratello, Roy E. Crippen, III, Harold Ross, their estates,
their wives, their parents, their lineal descendants, any Affiliates of such
party or any trust created for the benefit of one or more of such parties
during their lifetimes or any combination of the foregoing (such parties
collectively, the "Management Investors") becomes a "beneficial owner" (as
defined in Rule 13d-3 or any successor rule or regulation promulgated under the
Securities Exchange Act of 1934, as amended) of thirty three percent (33%) or
more of the total voting power of the Company's common stock and the Management
Investors are not the "beneficial owners" of at least thirty three percent or
more of the total voting of the Company's common stock; (ii) the effective date
of any reorganization, merger, or consolidation, in each case, with respect to
which the Management Investors do not, immediately thereafter, "beneficially
own" at least thirty-three percent of the combined voting power entitled to
vote generally in the election of directors of the reorganized, merged or
consolidated company's (or any successor entity's) 
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then outstanding securities at any Person, Persons, Affiliates and Associates;
or (iii) a liquidation or dissolution of Company or the sale of all or at least
eighty percent of Company's assets.

                  d. "Compete" means engaging in or actively preparing to
engage in the same or any similar business as Company or any of its Affiliates
in any manner whatsoever, including, as a proprietor, partner, investor,
shareholder, director, officer, employee, consultant, independent contractor or
otherwise.

                  e. "Confidential Business Information" means all software,
source code, object code, manuals, flow charts, algorithms, documents, lists,
files, records, data, documentation of or relating to computer programs and
other information, items and materials developed, used or acquired by Company
or an Affiliate (including all information developed and acquired by Employee
while in the employment of Company), as it may exist from time to time,
including: (i) all information, items and other matters that now constitute or
may in the future constitute "trade secrets" under Florida Statutes 688.002(4)
or 812.081 as in effect on the date hereof or as defined under any other
current or future applicable law; (ii) all technology, internal manuals,
training materials, technical specifications, product information, contracts,
correspondence and other and similar items of Company or its Affiliates; (iii)
all "Copyrights" and "Inventions" (as such terms are defined herein) of Company
or its Affiliates; (iv) all electronic data processing, word processing, and/or
computer programs, runs and other electronic programs, products and records
generated by Company or its Affiliates; (v) all information acquired by Company
or its Affiliates relating to existing and reasonably anticipated business
transactions and arrangements; (vi) all market analyses and/or demographic
information or studies on the current and/or potential markets of interest to
Company or its Affiliates; (vii) all documents describing procedures or methods
employed by Company or its Affiliates in soliciting, procuring and handling
business, including shipping and billing procedures; (viii) all personnel files
of Company or its Affiliates; (ix) all general correspondence concerning
Company or its Affiliates; (x) all documents concerning or referring to the
financial aspects of Company or its Affiliates; (xi) all business agreements
and understandings between or among Company or its Affiliates and any other
Person; (xii) all documents provided to Company or its Affiliates in confidence
by third parties; (xiii) all legal documents and correspondence concerning
Company or its Affiliates; (xiv) all opinions, decisions, rulings and audits of
governmental agencies relating to Company or its Affiliates; (xv) all customer
and client lists of Company or its Affiliates; (xvi) all files concerning
customers and clients of Company or its Affiliates and the contents of such
files; (xvii) all office production and experimental records and other data
records of Company or its Affiliates; and (xviii) all other information
reasonably deemed to be "Confidential" by Company from time to time.

                  f. "Conflicting Product" means any product, computer program,
process or service of any Person other than Company or its Affiliates, now or
in the future in existence or under development, that significantly resembles
or that Competes with Company's or its Affiliates' products or products that
Company or its Affiliates has plans to develop and/or market while Employee is
employed by Company.

                  g. "Conflicting Organization" means any Person engaged in or
considering being engaged in the research of or development, production,
marketing or selling of a Conflicting Product or that Competes in any manner
with Company or its Affiliates during Employee's employment by Company or its
Affiliates or within a one (1) year period thereafter.

                  h. "Copyright" shall mean herein any and all worldwide vested
or inchoate rights in and to any and all original works of authorship which
relate to or describe any computational methods, documentation, apparatus,
software, algorithms or computer programs, whether they are in machine-readable
form, in English or any programming language. The meaning of such term shall
not be limited to items that have fulfilled the requirement of any notice
requirements under applicable law, but shall include all items in their
published or unpublished form under the Copyright Statutes of the United
States, The Universal Copyright Convention, The Berne Convention and/or any
other convention or treaty to which the United States is a party.

                  i. "Customer" means any and all Persons to whom Company or
any of its Affiliates has sold or shall sell or otherwise distribute any
product or service, whether or not for compensation, whether prior to the


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employment of Employee, during Employee's employment or for a period of one (1)
year after the termination of Employee's employment with Company or its
Affiliates.

                  j. "Good Reason" shall mean a material breach by Company of
this Agreement, which breach is not remedied within thirty (30) days after
Employee's delivery of written notice thereof to an executive officer of
Company.

                  k. "Invention" shall mean herein any designs, computer  
programs (as defined in 17 U.S.C. 101), or configurations of any kind,
discovered, conceived, developed, written or produced, or any modifications     
or any improvements to same, and shall not be limited to any definition 
of "invention" contained in any United States patent law or other applicable
law.

                  l. "Just Cause" shall include the following: (1) a conviction
of or a plea of guilty or nolo contendere by Employee to a felony or
misdemeanor involving fraud, embezzlement, theft, or dishonesty or other
criminal conduct against Company, (2) habitual neglect of Employee's duties or
failure by Employee to perform or observe any substantial lawful obligation of
such employment that is not remedied within thirty (30) days after written
notice thereof from Company, or (3) any material breach by Employee of this
Agreement.

                  m. "Person" means an individual, partnership, corporation,  
association, joint stock company, a trust, joint venture, an unincorporated 
organization, or a governmental entity (or any department, agency or political 
subdivision thereof).

         2.       Employment, termination.

                  a. Company hereby agrees to the continued employment of
Employee in the capacity of President and Chief Operating Officer, and Employee
hereby accepts such continued employment, all on the terms and conditions
hereafter set forth.

                  b. Employee's employment by Company may be terminated as set
forth below, but this Agreement and all of its terms and conditions, other than
the requirements for Employee to perform duties under Section 3 hereof and
Company to pay Employee a salary and any other benefits under Section 4 hereof,
shall remain in full force and effect after said employment is terminated:

                           (i)      By Employee's death.


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                           (ii)     By Company if Employee is "Totally 
Disabled."  For the  purposes  of this Agreement, Employee will be Totally
Disabled if he (1) has been declared legally incompetent by a final court
decree (the date of such decree being deemed to be the date on which the
disability occurred), (2) receives disability insurance benefits from any
disability income insurance policy maintained by Company for a period of six
(6) consecutive months, or (3) has been found to be disabled pursuant to a
Disability Determination. A Disability Determination means a finding that
Employee, because of a medically determinable disease, injury, or other mental
or physical disability, is unable to perform substantially all of his regular
duties to Company and that such disability is determined or reasonably expected
to last at least three (3) months. The Disability Determination shall be based
on the written opinion of the physician regularly attending Employee whose
disability is in question. If Company disagrees with the opinion of this
physician (the "First Physician"), it may engage at its own expense another
physician (the "Second Physician") to examine Employee. If the First and Second
Physicians agree in writing that Employee is or is not disabled, their written
opinion shall, except as otherwise set forth in this subsection, be conclusive
on the issue of disability. If the First and Second Physicians disagree on the
disability of Employee, they shall choose a third consulting physician (whose
expense shall be borne by Company), and the written opinion of a majority of
these three physicians shall, except as otherwise provided in this subsection,
be conclusive as to Employee's disability. The date of any written opinion
conclusively finding Employee to be disabled is the date of which the
disability will be deemed to have occurred. If there is a conclusive finding
that Employee is not Totally Disabled, Company shall have the right to request
additional Disability Determinations provided it agrees to pay all the expenses
of the Disability Determinations and does not request an additional Disability
Determination more frequently than once every three (3) months. In conjunction
with a Disability Determination, Employee hereby consents to any required
medical examination, and agrees to furnish any medical information requested by
any examining physician and to waive any applicable physician-patient privilege
that may arise because of such examination. All physicians except the First
Physician must be board-certified in the specialty most closely related to the
nature of the disability alleged to exist.

                           (iii)    By mutual agreement of Employee and Company.

                           (iv)     By Company for Just Cause.

                           (v)      By Employee for Good Reason.

                           (vi)     By Employee upon the occurrence of any 
Change of Control.

                           (vii)    By Company upon two months advance written 
notice to Employee.

                           (viii)   By Employee or Company at the end of 
twelve (12) months from the general effective date hereof.

                           (ix)     If this Agreement continues beyond the 
initial twelve (12) month term hereof pursuant to the last sentence of this  
subparagraph, by Employee upon a one (1) month advance written notice to 
Company.

The effective date of any such termination shall be referred to herein as the
"Termination Date." Notwithstanding the foregoing, if this Agreement is not
terminated as provided herein on or before the expiration of such twelve month
initial term, this Agreement will be automatically renewed for successive one
year periods on the same terms and conditions set forth herein unless, at least
60 days prior to the expiration of the initial term or any subsequent one-year
renewal term, either party has given written notice to the other of its
intention not to renew this Agreement beyond the end of such term.

                  c. In the event of termination of this Agreement other than
for death, Employee hereby agrees to resign from all positions held in Company,
including, without limitations, any position as a director, officer, agent,
trustee or consultant of Company or any Affiliate of Company. If Employee's
employment is terminated (i) pursuant to 


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subsections (b)(iii) or (b)(viii) above; (ii) by Company pursuant to it
exercising its discretion under subsections (b)(ii) or (b)(vii) above; or       
(iii) by Employee pursuant to subsections (b)(v), (vi) or (ix) above, Employee  
shall be entitled to the following in lieu of any right Employee may otherwise
have for compensation, benefits and similar items: (i) $300,000, payable in
twenty-four (24) separate $12,500 payments made on or about the 15th and last
day of each month until paid in full, commencing two (2) weeks after the
Termination Date, (ii) continued participation in Company's health insurance
plan at the Company's expense for twelve (12) months from the Termination Date,
and (iii) receipt of that portion of any bonus payable to Employee pursuant to
Section 4 below that Employee has earned, but not been paid, as of such
Termination Date, as provided in Section 4(b) below. Company's obligations
under the preceding sentence are contingent upon Employee's continued
fulfillment of his obligations hereunder that survive his termination of
employment. If this Agreement is terminated for any other reason, Employee
shall cease to have any right to any additional compensation or benefits
hereunder, other than Employee's registration rights and indemnification rights
provided in Sections 5 and 6 hereof.

         3. Duties. Employee shall perform all functions and duties consistent
with his position as President and Chief Operating Officer in a professional
manner as reasonably required by the Board. Employee agrees to comply with all
reasonable policies and procedures of Company generally applicable to
substantially all of its executives and the terms and conditions of this
Agreement. Employee shall be principally based at Company's corporate offices
in Tampa, Florida and shall travel as reasonably required in connection with
the performance of his duties hereunder. Employee shall not be required to
primarily work out of any facility not located in the general Tampa, Florida
area. During the term of this Agreement, except as approved by the Board from
time to time, Employee shall devote substantially all of his working time and
efforts to the business and affairs of Company. Employee shall, upon request of
Company, perform services for any parent or subsidiary of Company without any
compensation other than that provided for herein.

         4. Compensation and benefits.As his entire compensation for all
services rendered to Company during the term of this Agreement, Employee shall
receive the compensation provided for in this Section, subject to withholding
and other applicable employment taxes:

            a.       Base Salary.    Company will pay Employee an annual base 
                     salary (the "Base Salary") of $180,000.00.  The Base
                     Salary shall be retroactive to be effective as of January
                     1, 1997, notwithstanding the general effective date of
                     this Agreement, and a payment shall be paid to Employee 
                     promptly after the execution of this Agreement to
                     reflect such retroactive effectiveness.  The rate of the
                     Base Salary shall be subject to review on an annual 
                     basis, commencing January 1, 1998, and Employee will be
                     eligible for salary  increases at the discretion of 
                     the Board.  Employee's Base Salary (including any 
                     approved increase in the amount thereof) shall not be 
                     subject to reduction without Employee's consent.  The
                     Base Salary shall be paid in 24 separate, equal payments
                     or otherwise as is consistent with the normal salary 
                     payment cycle and procedure of Company generally 
                     applicable to its employees.  If the term of this
                     Agreement is renewed pursuant to section 2 hereof and the
                     Base Salary is increased for any such renewal term, 
                     Employee and Company shall memorialize such change by a
                     written instrument executed by each such party.

            b.       Target Annual Bonus.      Employee will be eligible to 
                     potentially earn an annual bonus of at least 
                     $120,000.00 (the "Target Annual Bonus").  The Target 
                     Annual Bonus will be paid in one (1) lump sum, subject to
                     Company and/or Employee, as applicable, achieving 
                     certain criteria as hereinafter set forth.  References 
                     below to target revenues and target operating income
                     relate to Company's projections approved by the Board no
                     less frequently than annually in advance of the period
                     for which the targets are being determined.  The amount of
                     the potential Target Annual Bonus will be subject to
                     review on an annual basis, commencing January 1, 1998. 
                     Actual revenues and actual operating income shall be
                     computed on a basis consistent with a method by which
                     target revenues and target operating 



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                     income for the related year were computed.  Eligibility
                     for payments of the Target Annual Bonus to Employee shall
                     be for each calendar year during the term of this
                     Agreement beginning with the calendar year commencing
                     January 1, 1997 (notwithstanding that such date predates
                     the general effective date of this Agreement) and shall be
                     computed as follows:

                     (i)      $42,000 will be earned upon Company achieving 
                              target revenues for each calendar year;

                     (ii)     $42,000 will be earned upon Company achieving 
                              target operating income for each calendar year; 
                              and

                     (iii)    up to $36,000 will be earned upon approval
                              of the Board after its review of Employee's
                              presentation of strategic business
                              accomplishments of the Company for each
                              calendar year.

                     If a target referenced in subclause (i) or (ii) above is
                     not met in a particular calendar year, Employee shall not
                     receive for such calendar year the part of the Target
                     Annual Bonus tied to such target. However, notwithstanding
                     anything to the contrary in this subsection 4(b), if in any
                     calendar year Company exceeds the target revenues or target
                     operating income for such year, Employee shall be paid an
                     additional bonus computed as follows: for each 1% that
                     actual revenues for the calendar year exceed the target
                     revenues for such calendar year, and for each 1% that the
                     actual operating income for such calendar year exceeds the
                     targeted operating income for such year, Employee shall be
                     paid an additional $630.00. For example, if Company's
                     target revenues for a calendar year were $40,000,000 and
                     actual revenues for such year computed as provided for
                     herein were $50,000,000, then, as actual revenues would
                     have exceeded projected revenues by 25%, Employee would be
                     entitled to an additional Target Annual Bonus related to
                     target revenues in the amount of $15,750.00 (i.e., 25 x
                     $630.00). The presentation by Employee of Company's
                     strategic business accomplishments for a calendar year
                     shall be promptly evaluated by the Board and the potential
                     related bonus shall be determined by the Board in its
                     reasonable discretion. Employee shall be eligible to earn
                     all or a portion of such potential bonus as so determined
                     by the Board. All amounts payable pursuant to this
                     subsection 4(b) shall be paid to Employee promptly after
                     the amount payable is determined.

                     If the Termination Date occurs prior to the end of a
                     first calendar quarter during the term of this Agreement,
                     Employee shall not be entitled to any Target Annual Bonus
                     for such year. If such a Termination Date occurs after the
                     end of a first calendar quarter during the term of this
                     Agreement, Employee shall be entitled to a portion of the
                     Target Annual Bonus, determined as follows:

                     (y)      Actual revenues and actual operating income for 
                              the calendar quarters for such year that have
                              already ended prior to the Termination Date shall
                              be computed and compared to the Company's targets
                              for such periods referenced above in this
                              subparagraph.  If such actual revenues equal the
                              Company's targets, Employee shall be entitled to
                              the Target Annual Bonus on the basis of $10,500.00
                              for each such calendar quarter that has been
                              completed for such year. If such actual operating
                              income equals the Company's targets, Employee
                              shall be entitled to the Target Annual Bonus on
                              the basis of $10,500.00 for each such calendar 
                              quarter that has been completed for such year. 
                              Similarly, Employee shall be entitled to a pro
                              rata portion of the potential additional bonus
                              referenced above in this 

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<PAGE>   7


                              paragraph to the extent actual revenues or
                              operating income exceed target revenues and
                              target operating income for such quarters; 
                              provided, however, that Employee shall only be
                              entitled to $157.50 for each one percent that
                              such actual items exceed target items for each
                              such completed quarter.

                     (z)      Employee shall be entitled to the bonus
                              referenced in subclause (iii) above to the
                              extent approved by the Board after its
                              review of a presentation by Employee of the
                              strategic business accomplishments of the
                              Company for such year through the
                              Termination date.

                     If Employee was otherwise entitled to receive an Annual
                     Bonus for the calendar year prior to the calendar year in
                     which the Termination Date occurs, and such earned Annual
                     Bonus has not been paid to Employee by the Termination
                     Date, each earned Annual Bonus shall promptly be paid to
                     Employee in the ordinary course of business.

            c.       Automobile allowance.     Company will pay Employee each 
                     month a $1,000.00 monthly allowance for an automobile 
                     owned or leased by Employee for use in connection with the
                     performance of Employee's duties under his Agreement. 
                     Employee shall not have to account to Company how such 
                     allowance is spent. Payment of such allowance for a month
                     shall be made in installments on the dates in such month
                     on which the installments of Employee's Base Salary are
                     made. Employee shall be responsible for all 
                     maintenance, insurance, gasoline and other similar costs 
                     associated with any automobile owned or leased by
                     Employee that is used in connection with his performance
                     of his duties under this Agreement.

            d.       Working facilities.    Company shall provide Employee
                     in the general Tampa, Florida area, or as another
                     facility of Company chosen from time to time by Employee,
                     with office space, equipment, facilities, staffing and
                     services which are suitable to the position of President
                     and Chief Operating Officer and adequate for the
                     performance of Employee's duties hereunder.

            e.       Expenses.    Company shall reimburse Employee for all 
                     reasonable travel and other business expenses incurred by 
                     him in furtherance of Company's business in accordance
                     with Company's standard written policies and procedures.

            f.       Vacation and holidays. Employee shall be entitled to such 
                     vacation with pay and holidays with pay during each fiscal
                     year of Company as shall be approved by Company. The 
                     amount of vacation and holidays provided to Employee shall
                     be no less than the amount given the senior executive 
                     employees of Company.

            g.       Health, welfare and insurance plans.     Subject to 
                     eligibility requirements, Employee will be entitled to
                     participate in any plans, insurance policies or contracts
                     generally maintained by Company relating to insurance, 
                     retirement, health, disability and other related 
                     benefits. Employee's rights with respect to any such
                     benefits shall be subject to the provisions of the
                     relevant plans, policies or contracts providing such 
                     benefits. Nothing contained herein shall be deemed to
                     impose any obligation on Company to adopt or maintain 
                     any such plan, policy or contract. As of the date of
                     this Agreement, Company does not provide certain types
                     or levels of health, welfare and insurance plans or
                     benefit coverage to its executive employees, and, there
                     is no present intention by Company to change its 
                     existing benefit policies. However, if Company changes
                     its policies relative to benefits, the health, welfare
                     and insurance plan and benefit coverage made available to
                     Employee will be no less than provided for the senior
                     executive employees of Company.


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         5.       Registration  Rights.  Employee  shall have the rights and  
obligations set forth in addendum A hereto with respect to the registration  
of shares of common stock of Company for sale and the other matters addressed 
therein.

         6. Indemnification. Employee shall be, and hereby is, indemnified by
Company, to the fullest extent permitted by applicable law, for all costs,
claims, expenses (including reasonable attorney's fees and other litigation
costs), damages and losses incurred by Employee by reason of being employed, or
serving in any capacity, as an employee or officer of Company or any Affiliate
thereof.

         7. Covenants against competition. Employee acknowledges that the
services Employee is to render are of a special and unusual character with
unique value to Company, the loss of which cannot be adequately compensated by
damages in action or in law. In view of the unique value to Company of the
services of Employee, because of the confidentiality of the information to be
obtained by or disclosed to Employee during Employee's employment by Company
and for other various reasons, as a material inducement to Company to enter
into this Agreement and to employ and pay Employee the compensation set forth
herein, Employee covenants and agrees that during Employee's employment and for
a period of one (1) year after Employee ceases to be employed by Company or its
Affiliates for any reason, other than the termination of this Agreement by
Employee for Good Reason, Employee shall not: (i) Compete with Company or any
Affiliate; (ii) solicit Company's Customers or the Customers of an Affiliate of
Company; (iii) directly or indirectly solicit for employment any employees of
Company or its Affiliates; and (iv) directly or indirectly work for or assist
any Conflicting Organization or any party or organization developing or
marketing any Conflicting Product; provided, however, if Employee's employment
is terminated by Employee pursuant to subsections 2(v), 2(vi) or 2(vii) herein,
the foregoing restrictions shall not prohibit Employee from supplying employee
services to or otherwise dealing with or having an arrangement with a third
party if Employee does not use any Confidential Information in connection
therewith.

         8. Certain representations, agreements, etc. Employee represents and
warrants to Company that he is not a party to any other agreement (or subject
to any fiduciary obligation) which will materially interfere with Employee's
full compliance with this Agreement and that he has not entered into any
agreement or understanding, either written or oral, in conflict with the
provisions of this Agreement. Employee acknowledges and agrees that Company is
entering into this Agreement based upon its understanding that Employee will be
fully capable, without restriction, of performing his obligations under this
Agreement for Company, and that Company is relying upon the representations set
forth herein in connection with its entering into this Agreement with Employee.
Employee acknowledges and agrees that the Confidential Business Information is
confidential and a valuable, special and unique asset of Company's business
that gives Company advantage over its actual and potential, current and future
competitors, and Employee further admits, represents and agrees that: (a)
Company has implemented reasonable practices and measures to preserve and to
protect the confidentiality of all Confidential Business Information; (b)
notwithstanding the measures taken to protect the confidentiality of all
Confidential Business Information, due to the tasks Employee shall perform, the
pervasiveness of Confidential Business Information within Company and other
factors, Employee has or shall have access to, become exposed to and learn
Confidential Business Information; (c) Employee has been instructed about, and
knows and understands the value and importance to Company of, Confidential
Business Information; (d) Employee owes Company and its Affiliates a fiduciary
duty to preserve and protect all Confidential Business Information from all
unauthorized disclosure or unauthorized use; (e) Confidential Business
Information constitutes "trade secrets" under Sections 688.002(4) and 812.081,
Florida Statutes; (f) unauthorized disclosure or unauthorized use of such
Confidential Business Information would irreparably injure Company or its
Affiliates; (g) Sections 812.081 and 815.04, Florida Statutes, specifically
prohibits, or makes a criminal offense, unauthorized use or disclosure of
Confidential Business Information by Employee and/or by any person acting in
concert with Employee; (h) Employee shall not disclose to Company or its
Affiliates or induce Company to use any Inventions, Copyrights or confidential
information or trade secrets belonging to any third party; and (i) Employee has
no continuing obligation with respect to any confidentiality of or assignment
of any Inventions, Copyrights, confidential information or trade secrets
belonging to any previous employer or other Person.


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<PAGE>   9


         9. Proprietary interest; prohibited acts. Employee understands and
agrees that all Confidential Business Information is and shall remain, at all
times, the sole property of Company and its Affiliates; that Employee obtains
no proprietary interest in any Confidential Business Information developed or
acquired in the course of Employee's employment with Company or its Affiliates;
and that it shall be no defense to an action brought to enforce this Agreement
that Employee developed or acquired, in whole or in part, the Confidential
Business Information disclosed or used without authorization. Employee
understands and agrees that all Confidential Business Information is to be
preserved and protected, is not to be disclosed or made available, directly or
indirectly, to any third Persons, whether by private communication or by public
address or publication, without prior written authorization of an executive
officer of Company, and is not to be used, directly or indirectly, for any
purpose unrelated to the business objectives of Company or its Affiliates
without prior written authorization of another executive officer of Company.

         10. Assignment of interest and assistance. Employee does hereby
assign, and agrees in the future to assign, to Company, without any separate
remuneration or compensation other than the salary received or compensation
paid to Employee from time to time in the course of Employee's employment by
Company or its Affiliates, all of Employee's right, title and interest in and
to all Confidential Business Information conceived of or made by Employee,
together with all United States and foreign patent, copyright and other legal
protection in and with respect to any and all such Confidential Business
Information, whether copyrightable, patentable or otherwise protectable or not.
Employee acknowledges that any works of authorship that are made by Employee
(solely or jointly with others) during the term of this Agreement that are
protectable by copyright are "works made for hire," as that term is defined in
17 U.S.C. 101. At Company's reasonable request, during or after Employee's
employment with Company or its Affiliates, Employee shall assist Company in
preparing all patent, copyright and other requested applications for
Confidential Business Information and execute said applications and all other
documents required to obtain patents, copyrights and/or other protections for
such Confidential Business Information and/or vest title thereto in Company, at
Company's expense, but for no additional consideration to Employee. During or
after Employee's employment with Company or its Affiliates, upon reasonable
request by Company, Employee agrees to execute and deliver all appropriate
patent, copyright and other applications or filings and documents necessary or
desirable for securing all United States and foreign copyright, patent and
other protections on all Confidential Business Information, and to do, execute
and deliver any and all acts and instruments that may be necessary or desirable
to vest all such Confidential Business Information in Company or its written
designee, and to enable Company or its such written designee to obtain all such
letters of patent and other protections. Company shall be responsible for all
third-party costs reasonably required to be incurred in connection with the
foregoing. Employee agrees to render to Company or its written designee all
such assistance as may be required in the prosecution of all such patent,
copyright and other applications and applications for the re-issue of any such
items and in the prosecution or defense of all interferences that may be
declared involving any of said items. Employee further agrees to not contest
the validity of any patent, copyright or other application, United States or
foreign, that is issued to, or requested to be issued to, Company or its
written designee, in which Employee made any contribution, or in which Employee
participated in any way, and not to assist any other party in any way in
contesting the validity of any such items.

         11. Actions upon termination of employment. Upon Employee's
termination of employment with Company, for any reason, Employee shall return
to Company all originals and copies of all documents, data and information
containing Confidential Business Information and all other confidential
proprietary work in Employee's possession or control or generated within the
scope of Employee's employment, which shall include any and all devices,
records, sketches, data, notes, memoranda, reports, proposals, lists, software
programs, equipment and other items (in whatever medium recorded or retained).
Employee shall not deliver, reproduce or in any way allow any such items to be
delivered to or used by any third parties without prior written consent by a
duly authorized representative of Company. During or after the termination of
employment, Employee shall not publish, release or otherwise make available to
any third parties any information describing any Confidential Business
Information without the prior written approval by a duly authorized
representative of Company. Company can notify any new employer of Employee of
Employee's rights and obligations under this Agreement. Employee understands
and agrees that Employee's obligations under this Agreement (other than to
continue to provide employee services to Company), 


                                     9


<PAGE>   10


including the obligations to preserve and protect and not to disclose (or make
available to any Person) or use for purposes unrelated to the business
objectives of Company or its Affiliates, without prior written authorization of
an executive officer of Company, Confidential Business Information, continue
indefinitely and do not, under any circumstances or for any reason
(specifically including wrongful discharge), cease upon termination of
employment; and that, in the event of termination of Employee's employment for
any reason (specifically including wrongful discharge), such Confidential
Business Information shall remain the sole property of Company and its
Affiliates and shall be left in its entirety in the undisputed possession and
control of Company and its Affiliates after such termination.

         12. Protected whether information of Company or Affiliate. Employee
recognizes, acknowledges and agrees that this Agreement is specifically and
expressly intended to protect, and does specifically and expressly protect, all
Confidential Business Information of Company, whether in the possession,
custody or control of Company or any Affiliate of Company.

         13. Remedies. If an action should have to be brought by Company or its
Affiliates against Employee to enforce the provisions of this Agreement,
Employee recognizes, acknowledges and agrees that Company and its Affiliates
shall be entitled to all of the civil remedies provided by applicable Florida
Statutes. Nothing in this Agreement shall be construed as prohibiting Company
or its Affiliates from pursuing any other legal or equitable remedies available
to it for breach or threatened breach of the provisions of this Agreement. In
the event litigation arises in connection with this Agreement, the prevailing
party in such litigation shall be entitled to recover all reasonable attorneys'
fees, costs and expenses incurred in such litigation.

         14. Arbitration; Consent to jurisdiction and venue. All controversies,
claims, disputes, and matters in question arising out of, or related to, this
Agreement or the breach of this Agreement, or the relations between the
signatories to this Agreement, shall be decided by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association.
The parties agree that the arbitration shall take place exclusively in Tampa,
Florida, and shall be governed by the substantive law of the state of Florida.
Any award rendered by the arbitrator shall be final, and final judgment may be
entered upon the parties in accordance with applicable law in any court having
jurisdiction thereof, including a federal district court, pursuant to the
Federal Arbitration Act. The arbitrator may grant Company injunctive relief,
including mandatory injunctive relief, to protect the rights of Company, but
the arbitrator shall not be limited to such relief. This arbitration provision
shall not preclude Company from seeking temporary or preliminary injunctive
relief in a court of law to protect its rights, nor shall the filing of such an
action constitute any waiver by Company of its right to arbitrate. In
connection with the arbitration of any dispute between the signatories to this
Agreement, each signatory may utilize all methods of discovery authorized by
the Federal and Florida Rules of Civil Procedure. Employee hereby consents to
personal jurisdiction and venue, for any action brought by Company or its
Affiliates arising out of a breach or threatened breach of this Agreement, in
the United States District Court for the Middle District of Florida, Tampa
Division, or in the Circuit Court in and for Hillsborough County, Florida;
Employee agrees that any action arising under this Agreement or out of the
relationship established by this Agreement shall be brought only and
exclusively in the United States District Court for the Middle District of
Florida, Tampa Division, or in the Circuit Court in and for Hillsborough
County, Florida.

         15. Acknowledgment. Employee hereby acknowledges that Employee has
been provided with a copy of this Agreement for review prior to signing it,
that Employee has been given the opportunity to have the Agreement reviewed by
Employee's own attorney prior to signing it, that Employee understands the
purposes and effects of the Agreement, and that Employee has been given a
signed copy of the Agreement for Employee's own records. Employee agrees that
the restrictions set forth in this Agreement, including, but not limited to,
the time period of restriction and areas of restriction, are fair and
reasonable and are reasonably required for the protection of the interest of
Company and its Affiliates.



                                     10


<PAGE>   11

         16.      Miscellaneous.

                  a. Entire agreement. This Agreement constitutes the entire
agreement between Company and Employee pertaining to the subject matters
hereof, and it supersedes all negotiations, preliminary agreements, and all
prior and contemporaneous discussions and understandings of the signatories in
connection with the subject matters hereof, including, not limited to, the
Existing Agreement, which is hereby terminated and no longer binding and
enforceable against any party thereto. Except as otherwise provided, no
covenant, representation or condition not expressed in either this Agreement or
an amendment hereto made and executed in accordance with the provisions of
subsection (b) of this section shall be binding upon the signatories hereto or
shall affect or be effective to interpret, change, restrict or terminate the
provisions of this Agreement.

                  b. Amendments.  No change, modification or termination of any 
of the terms, provisions or conditions of this Agreement shall be effective 
unless made in writing and signed or initialed by all signatories to this 
Agreement.

                  c. Waiver of breach.  The waiver by Company of a breach or 
threatened breach of any provision of this Agreement by Employee shall not be 
construed as a waiver of any subsequent breach of Employee.

                  d. Governing law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the state of Florida without
giving effect to any choice or conflict of law provision or rule (whether of
the state of Florida or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the state of Florida.

                  e. Separability. If any section, subsection or provision of
this Agreement, or the application of such section, subsection or provision, is
held invalid, the remainder of the Agreement and the application of such
section, subsection or provision to Persons or circumstances other than those
with respect to which it is held invalid, shall not be affected thereby. If any
of the provisions of this Agreement relating to the time period and/or areas of
activity restricted and/or related aspects hereof shall be declared by a court
of competent jurisdiction to exceed the maximum restrictiveness such court
deems reasonable and enforceable, the time period and/or areas of activity
restricted and/or related aspects deemed reasonable and enforceable by the
court shall become and thereafter be the maximum restriction in such regard,
and the restriction shall remain enforceable in such jurisdiction to the
fullest extent deemed reasonable by such court. Such court's determination
shall not affect the validity and enforceability of this Agreement in any other
jurisdiction.

                  f. Headings and captions. The titles or captions of sections
and subsections contained in this Agreement are provided for convenience of
reference only, and they shall not be considered a part of this Agreement; such
titles or captions are not intended to define, limit, extend, explain or
describe the scope or extent of this Agreement or any of its terms, provisions,
representations, warranties, conditions, etc. in any manner or way whatsoever.

                  g. Gender and number.  All pronouns and variations thereof  
shall be deemed to refer to the masculine, feminine or neuter, to the singular 
or plural, as the identity of the person or entity or persons or entities may 
require.

                  h. Continuance of agreement. The rights, responsibilities and
duties of Company and Employee, and the covenants and agreements contained in
this Agreement, shall survive the execution of this Agreement, shall continue
to bind the parties to this Agreement, shall continue in full force and effect
until each and every obligation of the parties pursuant to this Agreement shall
have been performed, and shall be binding upon and inure to the benefit of the
successors and assigns of the parties. Notwithstanding the foregoing, Employee
shall not assign Employee's duties, rights or obligations under this Agreement
to any party without the prior written consent of Company. This Agreement shall
not confer any rights or remedies upon any Person other than Company and its
Affiliates, and their successors and assigns, and Employee.


                                     11

<PAGE>   12


                  i. Construction. Company and Employee have participated
jointly in the negotiation and/or drafting of this Agreement. If an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by Company and Employee, and no presumption or
burden of proof shall arise favoring or disfavoring either party by virtue of
the authorship of any of the provisions of this Agreement. The words "include"
and "included" shall mean include, without limitation, and including, without
limitation, respectively.


         IN WITNESS WHEREOF, Company and Employee have executed and delivered
this Agreement to be effective as of the day and year provided above, except as
specifically provided in Section 4(a) hereof.

WITNESSES:                                  COMPANY:
                                            

                                            POWERCERV CORPORATION
                                            
/s/ Karen L. Jaderborg                      By: /s/ Stephen M. Wagman
------------------------------                 --------------------------------
Print Name: Karen L. Jaderborg              Print Name: Stephen M. Wagman
            ------------------                          -----------------------
                                            Title: Chief Counsel
                                                   ----------------------------
/s/ Roy E. Crippen                                 
------------------------------
Print Name: Roy E. Crippen                  
            ------------------                                
                                            
                                            
                                            
                                            
                                            EMPLOYEE:
                                            
/s/ Karen L. Jaderborg                      /s/ Marc J. Fratello
------------------------------              -----------------------------------
Print Name: Karen L. Jaderborg              Marc J. Fratello
            ------------------              -----------------------------------

/s/ Roy E. Crippen
------------------------------
Print Name: Roy E. Crippen
            ------------------


                                     12


<PAGE>   13



STATE OF FLORIDA)
COUNTY OF HILLSBOROUGH)

         The foregoing instrument was acknowledged before me this 17th day of
April, 1997 by Stephen M. Wagman as Chief Counsel of POWERCERV CORPORATION, a
Florida corporation, on behalf of the corporation. Such person is personally
known to me or has presented N/A as identification.

                                                /s/ Elena Crosby
                                                -------------------------------
                                                Notary Public
                                                Print Name: Elena Crosby
                                                            -------------------
         (SEAL)
My Commission Expires: March 31, 2000
Commission No.: CC543881






STATE OF FLORIDA)
COUNTY OF HILLSBOROUGH)

         The foregoing instrument was acknowledged before me this 17th day of 
April,  1997 by Marc J. Fratello. Such person is personally known to me or has 
presented N/A as identification.

                                                /s/ Elena Crosby
                                                -------------------------------
                                                Notary Public

                                                Print Name: Elena Crosby
                                                            -------------------

         (SEAL)
My Commission Expires: March 31, 2000
Commission No.: CC543881






                                     13

<PAGE>   14





                       ADDENDUM A TO EMPLOYMENT AGREEMENT





                              REGISTRATION RIGHTS

                                   PROVISIONS
<PAGE>   15

                                   ADDENDUM A




                         REGISTRATION RIGHTS PROVISIONS



         SECTION 1.  DEFINITIONS.  As used in this Addendum A, the following
terms have the meanings specified below and include the plural as well as the
singular:

         "ABS" means ABS Capital Partners, L.P.

         "ABS Registrable Shares" means (i) all Common Stock issued directly or
indirectly in respect of any Convertible Shares issued to ABS or its successors
or assigns, (ii) all Common Stock issued with respect to any securities
referred to in clause (i) above by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation, reorganization or otherwise, and (iii) all other Common Stock
held from time to time by any holder of Common Stock described in clause (i) or
(ii) above.

         "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling, controlled by or under direct or
indirect common control with such specified Person.  For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing; provided, that, for purposes of Section 5, any
"Person" or "group" (each as defined in Section 13(d)(3) or 14(d)(2) of the
Exchange Act) that is the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act) of more than 10% of the capital stock having ordinary voting
power in the election of directors of such Person (if a corporation) or more
than lot of the partnership or other ownership interests of such Person (if
other than a corporation) shall be deemed to control such Person.

         "Board" means the board of directors of Company.

         A "Class" of Registrable Shares means any of the Senior Registrable
Shares and the Parity Registrable Shares.  Registrable Shares that are part of
any Class (the "Transferred Class") that are transferred to or otherwise become
held by any holder of Registrable Shares of any other Class (the "Other Class")
shall cease to be Registrable Shares of the Transferred Class and thereafter be
Registrable Shares of the Other Class (unless and until they are subsequently
transferred to or otherwise become held by any holder of Registrable Shares of
another Class or cease to be Registrable Shares).

         "Common Stock" means Company's common stock, par value $.001 per
share, and all securities of any issuer issued, in exchange for, or as a
dividend or other distribution on, outstanding shares of the Common Stock.

         "Company" means PowerCerv Corporation, a Florida corporation.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

         "Executive" means Marc J. Fratello, a current executive employee of
Company.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any court, panel, judge, board, bureau,
commission, agency or other entity, body or other Person exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.
<PAGE>   16


         "Holder" means any holder of Registrable Shares.

         "Management Investors" means Harold Ross, Marc Fratello and Roy E.
Crippen, III.

         "Management Registrable Shares" means all Common Stock held from time
to time by any Management Investor and their respective successors and assigns.

         "NASD" means the National Association of Securities Dealers, Inc.

         "Other Senior Registrable Shares" means (i) all Common Stock and all
Common Stock issuable with respect to any Rights designated from time to time
by Company as "Other Senior Registrable Shares," (ii) all Common Stock issued
upon conversion of any Common Stock referred to in clause (i) above, (iii) all
Common Stock issued with respect to any securities referred to in clause (i) or
(ii) above by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation, reorganization
or otherwise, and (iv) all other Common Stock held from time to time by any
holder of Common Stock described in clause (i), (ii) or (iii) above.

         "Parity Holder" means each of the Management Investors (inclining
Executive) and any other party designated from time to time by Company as a
"Parity Holder" who shall have registration rights with respect to Parity
Registrable Shares having priority on Piggy Back Registration generally on
parity in all material respects pursuant to paragraph 2(e) hereof.

         "Parity Registrable Shares" means all Common Stock held from time to
time by a Parity Holder that is designated from time to time by Company as
"Parity Registrable Shares;" provided, however, that the shares issuable to a
Management Investor shall be deemed to be Parity Registrable Shares only so as
long as such stock is held by each such respective party or any Affiliate or
family member of such party.

         "Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

         "Registrable Shares" means the Senior Registrable Shares and the
Registrable Shares.  As to any particular Registrable Shares, such securities
shall cease to be Registrable Shares (and shall cease to be Parity Registrable
Shares, ABS Registrable Shares, Summit Investors Registrable Shares, Summit
Ventures Registrable Shares, Management Registrable Shares, and the Other
Senior Registrable Shares, as the case may be) when they have been distributed
to the public pursuant to an offering registered under the Securities Act, sold
to the public through a broker, dealer or market maker in compliance with Rule
144 under the Securities Act (or any similar rule then in force) or repurchased
by Company.  For purposes of this Addendum, a Person shall be deemed to be a
Holder of Registrable Shares, and the Registrable Shares shall be deemed to be
in existence, whenever such Person has the right to acquire directly or
indirectly such Registrable Shares upon conversion or exercise of other
securities, disregarding any restrictions or limitations upon such conversion
or exercise, whether or not such acquisition has actually been effected (it
being understood that Company shall not be required to include in any
registration hereunder any securities other than Common Stock ).

         "Registration Expenses" means all expenses incident to Company's
performance of or compliance with this Addendum A, including, without
limitation, all SEC and stock exchange or NASD registration and filing fees and
expenses, fees and expenses of compliance with securities or blue sky laws
(including, without limitation, reasonable fees and disbursements of counsel
for the underwriters in connection with blue sky qualifications of the
Registrable Shares), printing expenses, messenger and delivery expenses, the
fees and expenses incurred in connection with the listing of the securities to
be registered on each securities exchange or national market system on which
similar





                                       2
<PAGE>   17

securities issued by Company are then listed, fees and disbursements of counsel
for Company and all independent certified public accountants (including the
expenses of any annual audit, special audit, if necessary, and "cold comfort"
letters required by or incident to such performance and compliance), the fees
and disbursements of underwriters customarily paid by issuers or sellers of
securities, the fees and expenses of any special experts retained by Company in
connection with such registration, and fees and expenses of other persons
retained by Company; provided that Company shall not be responsible for any
underwriting discounts or commissions, fees and expenses of counsel to
Executive, or transfer taxes, if any, attributable to the sale of Executive's
Parity Registrable Shares.

         "Rights" shall mean, with respect to any Person, any subscription,
option, warrant, right, convertible security or other agreement, instrument or
commitment of any character obligating (contingently or absolutely) such Person
to issue or sell any capital stock or other securities.

         "SEC" means the Securities and Exchange Commission or any successor
thereof.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "Selling Holder" means a Holder of the Registrable Shares intended
consistent with the terms hereof to covered by a registration statement.

         "Senior Registrable Shares" means the ABS Registrable Shares, the
Summit Investors Registrable Shares, the Summit Ventures Registrable Shares and
the Other Senior Registrable Shares.

         "Summit Investors" means Summit Investors II, L.P.

         "Summit Investors Registrable Shares" means (i) all Common Stock
issued directly or indirectly in respect of any Convertible Shares issued to
Summit Investors or its successors or assigns, (ii) all Common Stock issued
with respect to any securities referred to in clause (i) above by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, reorganization or otherwise, and (iii)
all other Common Stock held from time to time by any holder of Common Stock or
any described in clause (i) or (ii) above.

         "Summit Ventures" means Summit Ventures III, L.P.

         "Summit Ventures Registrable Shares" means (i) all Common Stock issued
directly or indirectly in respect of any Convertible Shares issued to Summit
Ventures or its successors or assigns, (ii) all Common Stock issued with
respect to any securities referred to in clause (i) above by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation, reorganization or otherwise, and (iii)
all other Common Stock held from time to time by any holder of Common Stock
described in clause (i) or (ii) above.





                                       3
<PAGE>   18


         SECTION 2.  PIGGYBACK REGISTRATION RIGHTS.

         (a)     Right to Company Piggyback.  If Executive owns Parity
Registrable Shares then representing in excess of two percent (2%) of the
outstanding shares of Common Stock of Company and Company proposes to file a
registration statement under the Securities Act with respect to its Common
Stock (a "Registration Statement"), other than a registration statement on Form
S-8, Form S-4 or any successor forms, and pursuant to which Common Stock is
proposed to be sold (a "Proposed Registration"), and the registration form to
be used may be used for the registration of Registrable Shares (a "Piggyback
Registration"), then Company shall give written notice to Executive no less
than twenty (20) days before the initial filing date with the SEC.  Such notice
shall: (i) subject to the provisions of this Section 2, offer Executive the
opportunity to include in such filing such number of Executive's Parity
Registrable Shares as Executive may request; and (ii) specify the kind and
number of securities proposed to be registered and the proposed distribution
arrangements.

         (b)     Requests to Piggyback.  If Executive holds Parity Registrable
Shares and desires to have any such Parity Registrable Shares registered under
this Section 2, it shall advise Company in writing (a "Piggyback Registration
Request") within ten (10) days after the date Company sends the notice pursuant
to subsection 2(a) hereof (the "Piggyback Notice"). Such notice shall set forth
the amount of Executive's Parity Registrable Shares that Executive desires to
have registered.  Executive shall be permitted to withdraw all or any part of
its Registrable Shares from a Piggyback Registration at any time prior to the
effective date of the related registration statement upon giving five (5) days
prior written notice of such withdrawal to Company.

         (c)     Distribution Methods. Subject to subsection 2(d) below, if
Executive delivers a Piggyback Registration Request in accordance with
subsection 2(b) hereof, it may select any method or methods of distribution of
the Executive's Parity  Registrable Shares that it has requested to be included
in the Piggyback Registration.

         (d)     Change in Distribution Method.  If the Proposed Registration
is for (or includes) an underwritten public offering of securities and
Executive has selected any other method of distribution for any of Executive's
Parity Registrable Shares that it has requested be included in the Piggyback
Registration and if the managing underwriter of such offering (the "Managing
Underwriter") advises Company in writing that, in its opinion, the distribution
of such Executive's Parity Registrable Shares by such method shall materially
adversely affect the success of such offering of securities, then Executive
shall not be entitled to include in such Piggyback Registration such number of
such Registrable Shares that the Managing Underwriter determines shall
materially adversely affect the success of such offering (the
"Non-Participating Shares"), unless Executive elects, by written notice to
Company within five (5) days after receipt of such written advice, to include,
subject to subsection 2(e) hereof, in such underwritten public offering either
all the Executive's Parity Registrable Shares requested to be registered by it
or the Non-Participating Shares.  If the Proposed Registration is not (and does
not include) an underwritten public offering and such Proposed Registration
includes securities to be sold for the account of Company or the Holder of any
Senior Registrable Shares, and if Executive has selected any method of
distribution of any of the Executive's Parity Registrable Shares that is
materially different from the method selected by Company or the Holder of any
Senior Registrable Shares for the distribution of such securities to be sold
for its account, and if the Board shall reasonably determine (and shall notify
Executive in writing of such determination) that the distribution of such
Parity Registrable Shares by such method shall materially adversely affect the
success of such sale of all such securities, then Executive may select, by
written notice to Company within five (5) days, any other method of
distribution that in the reasonable judgment of the Board shall not have such
effect.

         (e)     Priority on Piggyback Registrations.  If the Proposed
Registration is for (or includes) an underwritten offering, Company shall
permit Executive to include all of his Parity Registrable Shares in such
offering on the same terms and conditions as any similar securities included
therein.  If, in the case of a Proposed Registration that is for (or





                                       4
<PAGE>   19

that includes) an underwritten offering, the Managing Underwriter advises
Executive in writing that in its opinion, or, in the case of a Proposed
Registration that is not for (and does not include) an underwritten offering of
securities to be distributed for the account of Company or the Holder of any
Senior Registrable Shares, the Board shall reasonably determine (and notify
Executive in writing of such determination) that the amount or kind of
securities proposed to be included in such offering (including, but not limited
to, Registrable Shares to be included in accordance with subsections 2(c) and
2(d) above) shall materially adversely affect the success of the offering of
all securities proposed to be distributed for the account of Company or the
Holder of any Senior Registrable Shares, then Company shall include in such
offering the amount of securities, if any, that, in the opinion of the Managing
Underwriter or the reasonable judgment of the Board (as the case may be) can be
sold as follows:

                 (1)      first, the securities Company propose(s) to sell for
its own account and any Senior Registrable Shares allocated amongst such
parties as Company determines;

                 (2)      second, the Parity Registrable Shares requested to be
included in such offering by Executive or Parity Holders who have delivered
Piggyback Registration Requests; and

                 (3)      third, the securities held by Persons other than the
Holders of Senior Registrable Shares and Parity Holders requested to be
included in such offering.

To the extent that Company has been advised or has determined (as the case may
be) that the number of the Executive's Parity Registrable Shares and other
securities requested to be included in such offering exceeds the number that
can be sold in such offering without having a materially adverse effect on the
success of such offering, Company shall include in such registration, prior to
the inclusion of any securities that are not Registrable Shares, the number of
Registrable Shares requested to be included that, in the opinion of the
Managing Underwriter or the reasonable judgement of the Board (as the case may
be), can be sold in such offering without having such a materially adverse
effect (the "Available Shares"), allocated first among Company and Holders of
Senior Registrable Shares (as Company may determine), second among the Holders
of Parity Registrable Shares who have delivered Piggy Back Registration
Requests pro rata amongst such Holders on the basis of the number of securities
requested to be included in such offering by such Holders.  If after giving
effect to clause (1) and (2) above, there are additional Available Shares, then
such Available Shares shall be allocated pro rata among the Persons requesting
securities to be registered in such offering pursuant to clause (3) above on
the basis of the number of securities requested to be included in such offering
by such Persons (or as otherwise determined by Company).

         (f)     Selection of Underwriters. If any Piggyback Registration is
for an underwritten offering, Company shall engage, on terms and conditions
customary for such purposes, an investment banking firm to serve as Managing
Underwriter for such offering.

         (g)     Abandonment.  Company shall have the right, upon prompt
written notice to Executive delivering a Piggyback Registration Request, to
abandon a Piggyback Registration.


         SECTION 3.  EXPENSES.  Company shall pay all Registration Expenses in
connection with each registration pursuant to Section 2 hereof, whether or not
such registration becomes effective under the Securities Act; provided,
however, that Executive shall pay all underwriting discounts and commissions
and transfer taxes, if any, relating to the sale of Executive's Parity
Registrable Shares pursuant to any such registration; provided, further, that
Executive shall pay its pro rata share of the incremental registration filing
fees attributable to the inclusion of his Parity Registrable Shares in any such
registration pursuant to Section 2 hereof and shall pay all fees and
disbursements of its counsel incurred in connection therewith.





                                       5
<PAGE>   20



         SECTION 4.  REGISTRATION PROCEDURES.

         (a)     With respect to any Piggyback Registration, Company, subject
to subsections 2(e) above, respectively, shall use reasonable efforts to effect
the registration of all Executive's Parity Registrable Shares that Executive
has requested to be included therein in accordance, subject to subsections
2(d), with the intended method(s) of distribution thereof reasonably promptly,
and in connection with any such request, Company shall do the following:

                 (1)      prepare and file with the SEC a registration
statement on any form for which Company then qualifies and that is available
for the registration of the Registrable Shares requested to be registered in
accordance with the intended method(s) of distribution thereof, include
(subject to subsections 2(d) and 2(e) above) in the registration on such form
all Registrable Shares requested to be included, and use reasonable efforts to
cause such registration statement to become effective;

                 (2)      prepare and file with the SEC such amendments and
post-effective amendments and supplements to the registration statement or any
prospectus as may be necessary to keep the registration statement effective for
a period that shall terminate on the earlier of forty-five (45) days after the
registration statement is officially declared effective by the SEC or when all
Executive's Parity Registrable Shares covered by such registration statement
have been disposed of; and comply with all applicable rules and regulations of
the SEC and with the provisions of the Securities Act applicable to Company
with respect to the disposition of all Executive's Parity Registrable Shares
covered by such registration statement during such period in accordance with
the intended methods of disposition by Executive set forth in such registration
statement (as it may be amended) or any supplement to any such prospectus;

                 (3)      notify Executive, at any time when a prospectus
relating to Executive's Parity Registrable Shares covered by the registration
statement is required to be delivered under the Securities Act, of the
occurrence of any event as a result of which the preliminary prospectus or
prospectus included in such registration statement or any prospectus supplement
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein in light of the circumstances
under which they were made, not misleading, and Company shall, as promptly as
reasonably practicable thereafter, prepare and file with the SEC and furnish to
Executive a supplement or amendment to such preliminary prospectus, prospectus
or prospectus supplement so that, as thereafter delivered to the prospective
purchasers of Executive' Parity Registrable Shares being distributed by
Executive, such preliminary prospectus, prospectus or prospectus supplement
shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;

                 (4)      if requested by Executive, Company shall cooperate
and shall promptly incorporate in a prospectus supplement or post-effective
amendment to the registration statement at Executive's cost and expense such
information concerning Executive and its intended method of distribution as it
reasonably requests to be included therein (and which is not inappropriate, in
the reasonable judgment of Company, after consultation with its outside legal
counsel), including, without limitation, with respect to any change in the
intended method of distribution, the amount or kind of Parity Registrable
Shares being offered by Executive, the offering price for such Parity
Registrable Shares or any other terms of the offering or distribution of the
Registrable Shares and make all required filings of such prospectus supplement
or post-effective amendment as soon as possible after being notified of the
matters to be incorporated in such prospectus supplement or post-effective
amendment;





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<PAGE>   21


                 (5)      on or prior to the date on which the registration
statement is declared effective, use reasonable efforts to register or qualify,
and cooperate with Executive and its counsel, in connection with the
registration or qualification of the Executive's Parity Registrable Shares
covered by the registration statement for offer and sale under the securities
or "blue sky" laws of each state and other U.S. jurisdiction as Executive
reasonably (in light of the intended plan of distribution) requests in writing,
use reasonable efforts to keep each such registration or qualification
effective, including through new filings, amendments or renewals, during the
period the registration statement is required to be kept effective and do other
acts or things reasonably necessary or advisable to permit the disposition in
all such jurisdictions of the Executive's Parity Registrable Shares; however,
Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to so qualify, (ii) take
any action that would subject it to general service of process in any
jurisdiction where it would not otherwise be subject to such general service of
process or (iii) subject itself to general taxation in any jurisdiction where
it would not otherwise be subject;

                 (6)      cooperate with Executive, its legal counsel and any
other interested party (including any interested broker-dealer) in making any
filings or submissions required to be made, and the furnishing of appropriate
information in connection therewith, with the NASD;

                 (7)      use reasonable efforts to cause all Executive's
Parity Registrable Shares included in such registration statement to be listed,
by the date of the first sale of Registrable Shares pursuant to such
registration statement, on each securities exchange or interdealer quotation
system on which similar securities issued by Company then are listed or
proposed to be listed, if any;

                 (8)      take other steps reasonably necessary to effect the
registration and qualification of the Executive's Parity Registrable Shares
included in such Piggyback Registration and to facilitate the disposition
thereof in accordance with the respective plans of distribution of Executive
permitted hereunder.

         (b)     Each Selling Holder, upon receipt of any notice from Company
of the occurrence of any event of the kind described in clause 3 of subsection
4(a) above, shall forthwith discontinue disposition of the Executive's Parity
Registrable Shares pursuant to the registration statement covering such
Executive's Parity Registrable Shares until Executive's receipt of the copies
of the supplemented or amended preliminary prospectus or prospectus
contemplated by such subsection and, if so directed by Company, Executive shall
deliver to Company (at the expense of Company) all copies, other than permanent
file copies then in Executive's possession, of the most recent preliminary
prospectus or prospectus covering such Executive's Parity Registrable Shares at
the time of receipt of such notice.  Executive, upon receipt of any notice from
Company of the issuance of any stop order or blue sky order shall forthwith, in
the case of any stop order, discontinue disposition of Executive's Parity
Registrable Shares pursuant to the registration statement covering such
Executive's Parity Registrable Shares or, in the case of any blue sky order,
discontinue disposition of the Executive's Parity Registrable Shares in the
applicable jurisdiction, until advised in writing of the lifting or withdrawal
of such order.  In the event Company shall give any notice pursuant to this
subsection 4(b), Company shall extend the period during which such registration
statement shall be maintained effective (including the period referred to in
subsection 4(a)(2) above) by the number of days during the period from and
including the date of the giving of such notice to and including (i) in the
case of a notice pursuant to the first sentence of this subsection, the date
when Executive shall have received the copies of the supplemented or amended
preliminary prospectus or prospectus contemplated by clause (4) of subsection
4(a) above or (ii) in the case of a notice pursuant to the second sentence of
this subsection, the lifting or withdrawal of such stop order or blue sky
order, as the case may be.

         (c)     Not less than eight (8) days before the expected filing date
of each registration statement pursuant to this Addendum A, Company shall
notify Executive of the information reasonably required from Executive (the
"Requested Information") if Executive has timely delivered a Piggyback
Registration Request to Company.  If Company has not received, on or prior to
the fifth (5th) day before the expected filing date, the Requested Information
from Executive, Company may file the registration statement without including
Executive's Parity Registrable Shares of





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<PAGE>   22

Executive.  The failure to include in any registration statement Executive's
Parity Registrable Shares of Executive (with regard to that registration
statement) shall not in and of itself result in any liability on the part of
Company to Executive.  In addition, Executive shall take all such other acts,
deliver such other information and execute and deliver such documents and
instruments in connection with the matters referenced herein (including, but
not limited to, a custody agreement, power of attorney, lock-up letter and
underwriting agreement), as the Company may request.


         SECTION 5. INDEMNIFICATION.

         (a)     Indemnification by Company.  Company shall indemnify and hold
harmless Executive, each Affiliate of Executive and their respective directors,
officers, stockholders and partners and each other Person, if any, who controls
Executive within the meaning of the Securities Act, against any and all losses,
claims, damages or liabilities, joint or several, and expenses (including the
costs of investigation and the fees and disbursements of counsel) to which any
of them may become subject under the Securities Act, the Exchange Act or other
federal or state law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) or expenses arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement as originally filed or in any amendment thereof, or in any
preliminary, final or summary prospectus, or in any amendment thereof or
supplement thereto, or (ii) any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (iii) any violation by Company of any federal or
state law, rule or regulation or common law applicable to Company and relating
to action required of or inaction by Company in connection with any such
registration, and Company shall reimburse any such indemnified party for any
legal or any other expenses reasonably incurred by it in connection with
investigating or, subject to subsection 5(c) below, defending any such loss,
claim, damage, liability, action or proceeding; however, Company shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability or expense (x) arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in the
registration statement or in any amendment thereof or in any preliminary, final
or summary prospectus or in any amendment thereof or supplement thereto in
reliance upon and in conformity with written information furnished to Company
by or on behalf of Executive specifically for use in the registration statement
or prospectus (or an amendment thereof or supplement thereto) or (y) results
from the fact that Executive sold Parity Registrable Shares to a Person to whom
there was not sent or given, at or prior to the written confirmation of such
sale, a copy of the final prospectus or of the final prospectus as then amended
or supplemented, whichever is most recent, if Company had previously furnished
copies hereof to Executive and such final prospectus, as then amended or
supplemented, corrected such misstatement or omission.

         (b)     Indemnification by Holders.  Executive shall indemnify and
hold harmless (in the same manner and to the same extent as set forth in
subsection 5(a), including, without limitation, clause (y) of the proviso set
forth therein) Company and its directors, officers and controlling persons and
each underwriter, dealer manager or similar securities industry professional
participating in the distribution of Executive's Parity Registrable Shares and
such securities industry professional's respective directors, officers,
partners and controlling persons, with respect to any statement or alleged
statement in or omission or alleged omission from such registration statement,
any preliminary, final or summary prospectus contained therein, or any
amendment or supplement, if such statement or alleged statement or omission or
alleged omission (i) was made in reliance upon and in conformity with written
information furnished to Company by or on behalf of Executive specifically for
use in such registration statement or prospectus (or amendment thereof or
supplement thereto) or (ii) (solely in the case of an offering in which no
underwriter, selling broker, dealer manager or similar industry professional
participates) results from the fact that Executive sold Parity Registrable
Shares to a Person to whom there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the final prospectus or of the
final prospectus as then amended or supplemented, whichever is most recent, if
Company had previously furnished copies thereof to such Holder and such final
prospectus, as then amended or supplemented, corrected such misstatements or
omission.





                                       8
<PAGE>   23



         (c)     Notice of Claims, etc.  Promptly after receipt by an
indemnified party under subsection 5(a) or (b) of notice of any claim or the
commencement of any action or proceeding subject to indemnification thereunder,
the indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under either of such subsections, promptly
notify the indemnifying party in writing of the claim or the commencement of
the action or proceeding; provided that the failure to so notify the
indemnifying party shall not relieve the indemnifying party from any liability
which it may have to an indemnified party under subsection 5(a) or (b) or
otherwise, except to the extent the indemnifying party shall have been
materially prejudiced by such failure to give notice.  If any such claim,
action or proceeding shall be brought against an indemnified party, and it
shall timely notify the indemnifying party, the indemnifying party shall be
entitled to participate in, and, to the extent that it wishes, jointly with any
other similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party.  After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim, action or proceeding, the indemnifying party shall not
be liable to the indemnified party under, subsection 5(a) or (b) for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation; however,
such indemnified party shall have the right to employ separate counsel in any
such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be the expense of such indemnified party unless
(1) the indemnifying party has agreed to pay such fees and expenses, (2) the
indemnifying party shall have failed to assume the defense of such claim,
action or proceeding or has failed to employ counsel reasonably satisfactory to
such indemnified party in any such claim, action or proceeding or (3) the named
parties to any such action or proceeding (including any impleaded parties)
include both such indemnified party and the indemnifying party, and such
indemnified party shall have been advised by counsel that there may be one or
more legal defenses available to such indemnified party which are inconsistent
or in conflict with those available to the indemnifying party (in which case,
if such indemnified party notifies the indemnifying party in writing that it
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such
action or proceeding on behalf of such indemnified party), it being understood,
however, that the indemnifying party shall not, in connection with any one such
action or proceeding or separate but substantially similar or related actions
or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for such indemnified party
and any other indemnified parties similarly situated, which firm shall be
designated in writing by such indemnified parties.  The indemnifying party
shall not be liable for any settlement of any such action or proceeding
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent, or if there be a final
judgment for the plaintiff in any such action or proceeding, the indemnifying
party agrees to indemnify and hold harmless such indemnified parties from and
against any loss or liability by reason of such settlement or judgment.

         (d)     Contribution.  If the indemnification provided for in
subsection 5(a) or (b) is unavailable or insufficient to hold harmless an
indemnified party, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses, claims,
damages or, liabilities (or actions or proceedings in respect thereof) or
expenses referred to in subsection 5(a) or (b), (i) in such proportion as is
appropriate to reflect the relative benefits received by Company on the one
hand and Executive on other hand from the sale of the Executive's Parity
Registrable Shares, or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of Company on the one hand and Executive on the other hand
in connection with statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
or expenses, as well as any other relevant equitable considerations.  The
relative benefits received by Company on the one hand and Executive on the
other hand shall be deemed to be in the same proportion as the total net
proceeds from the issuance and sale of such Registrable Shares (before
deducting expenses) received by Company bear to the total compensation or
profit (before deducting expenses) received or realized by Executive from the
resale of such Registrable Shares.  The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of





                                       9
<PAGE>   24

a material fact or the omission or alleged omission to state a material fact
relates to information supplied by Company or Executive and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission.  Company and Executive agree that it
would not be just and equitable if contributions pursuant to this subsection
5(d) were to be determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the first sentence of this subsection 5(d).  The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) or expenses referred to in the first
sentence of this subsection 5(d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any claim, action or proceeding (which shall be
limited as provided in subsection 5(c) above if the indemnifying party has
assumed the defense of any such action in accordance with the provisions
thereof) which is the subject of this subsection 5(d).  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.  Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
against such party in respect of which a claim for contribution may be made
against' an indemnifying party under this subsection 5(d), such indemnified
party shall notify the indemnifying party in writing of the commencement
thereof if the notice specified in subsection 5(c) above has not been given
with respect to such action or proceeding; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party under this subsection 5(d) or otherwise, except to the
extent the indemnifying party shall have been materially prejudiced by such
failure to give notice.


         SECTION 6.  MISCELLANEOUS.

         (a)     Amendments and Waivers.

                 (1)      Company's Consent.  No waiver, amendment,
modification or supplement of any provision of this Addendum A, including this
subsection 6(a), that adversely affects Company shall be effective against
Company unless it is approved in writing by Company.

                 (2)      Executive's Consent.  No waiver, amendment,
modification or supplement of any provision of this Addendum A, including this
subsection 6(a), that adversely affects Executive shall be effective against
Executive unless it is approved in writing by Executive.

         (b)     Termination.  The provisions of this Addendum A shall
terminate with respect to a Parity Registrable Share owned by Executive, other
than the provisions of Section 5 hereof, which shall survive any such
termination, when Executive ceases to own such Parity Registrable Share.

                               [END OF ADDENDUM]





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