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                                                                 EXHIBIT 10.1


                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made
effective as of the 19th day of February, 1998 ("Effective Date"), by and
between PowerCerv Corporation, a Florida corporation located at 400 North
Ashley Drive, Suite 2700, Tampa, Florida 33602 (the "Company") and Michael J.
Simmons, an individual currently residing at 25851 Nellie Gail Road, Laguna
Hills, CA 92653 (the "Executive").

                             BACKGROUND INFORMATION

         A. WHEREAS, the Company and its subsidiary are engaged in designing,
developing, promoting, licensing and supporting client/server application
products and development tools, and providing related technical consulting and
education services; and

         B. WHEREAS, the Company desires to employ Executive as its President
and Chief Operating Officer, and Executive desires to be employed by the
Company in this capacity and devote his full time and efforts to the business
and affairs of the Company as described herein, all pursuant to the terms and
subject to the conditions set forth in this Agreement.

                             STATEMENT OF AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements set forth herein, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.        PRESIDENT AND CHIEF OPERATING OFFICER; DIRECTOR.

         (a)       The Company hereby agrees to hire Executive to serve in the
                   capacity of President and Chief Operating Officer of the
                   Company in accordance with the provisions of this
                   Agreement. The Executive will be responsible for overseeing
                   management of the Company's sales organization,
                   professional services organization, research and
                   development organization, and the accounting/financial and
                   human resources departments, and otherwise all in
                   accordance with the respective roles for the President and
                   Chief Operating Officer positions as set forth in the
                   Company's Bylaws. The Executive will report to the Chief
                   Executive Officer of the Company, will become part of the
                   Company's "Executive Management" team, and will be treated
                   as an "executive officer" of the Company for purposes of
                   Section 16 under the Securities Exchange Act of 1934, as
                   amended. The Executive hereby accepts such employment upon
                   the terms and conditions hereinafter set forth.

         (b)       In addition, upon the Executive's commencement of his 
                   employment with the Company, the Executive will be elected
                   to serve as a member of the Company's Board of Directors
                   ("Board of Directors"). The Executive agrees to serve in
                   such director capacity in accordance with the Bylaws of the
                   Company. In connection with the upcoming Annual Meeting of
                   the Shareholders of the Company (currently scheduled to
                   occur on June 2, 1998) and each Annual Meeting of the
                   Shareholders thereafter during the term of this Agreement,
                   the Executive shall be nominated to serve as a member of
                   the Board of Directors for one-year terms following each of
                   such Annual Meetings.




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         2. TERM. Unless earlier terminated as provided herein, the term of
this Agreement shall commence on or before March 1, 1998 and terminate on
December 31, 2000. Notwithstanding the foregoing, if this Agreement is not
terminated as provided herein on or before the expiration of its initial term,
this Agreement will be automatically renewed for successive one (1) year terms
unless, at least sixty (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.

         3. DUTIES.

         (a)      The Executive shall perform all functions and duties
                  consistent with his positions as described above in Section
                  1 on behalf of the Company and its subsidiary in a
                  faithful, efficient, trustworthy and professional manner,
                  as reasonably required by the Chief Executive Officer of
                  the Company or as otherwise requested by the Board of
                  Directors. The Executive agrees to comply with all policies
                  and regulations of the Company and the terms and conditions
                  of this Agreement, to devote his best efforts to the
                  interests of the Company, and will not, without the prior
                  written consent of the Chief Executive Officer or the Board
                  of Directors, engage in any other job or activity
                  detrimental to the Company's interests or in contravention
                  to the terms and conditions of this Agreement. The
                  Executive shall be principally based at the Company's
                  corporate offices in Tampa, Florida and shall travel as
                  required in connection with the performance of his duties
                  hereunder. During the term of this Agreement, the Executive
                  shall devote substantially all of his working time and
                  efforts to the business and affairs of the Company. The
                  Executive shall, upon request of the Company, perform
                  services for any parent or subsidiary of the Company
                  without compensation except as provided herein.

         (b)      In  addition, the Executive represents that he has not 
                  brought to the Company, and will not bring or use in the
                  performance of his duties at the Company, any property or
                  confidential information (whether or not in writing) of a
                  former employer or third party without that employer's or
                  third party's written consent. The Executive hereby
                  certifies that he is not a party to any other agreement (or
                  subject to any fiduciary obligation) which will interfere
                  with the Executive's full compliance with this Agreement.
                  The Executive has not entered into any agreement or
                  understanding either written or oral in conflict with the
                  provisions of this Agreement. The Executive acknowledges
                  and agrees that the Company is hiring him based upon its
                  understanding that the Executive will be fully capable,
                  without restriction, of performing under this Agreement in
                  his capacity as President and Chief Operating Officer for
                  the Company, and that the Company is relying upon the
                  representations set forth herein in connection with its
                  providing this Agreement to the Executive.

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

         (a)      Base Salary. Effective upon the Executive's actual first day 
                  of employment with the Company, the Company will pay the
                  Executive an annual base salary (the "Base Salary") as
                  follows: (i) for the period commencing on the Executive's
                  first day of employment with the Company until December 31,
                  1998, the Annual Base Salary will be paid out at a rate of
                  $14,583.34 per month; (ii) for the period January 1, 1999
                  until December 31, 1999, the Annual Base Salary will be
                  $225,000; and (iii) for the period January 1, 2000 until
                  December 31, 2000, the Annual Base Salary will be $225,000.
                  The Base Salary shall be subject to review on an annual
                  basis by the Compensation Committee of the 





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                  Board of Directors. The Compensation Committee shall not
                  have the authority to reduce the Base Salary from the
                  levels set forth in this Agreement.

         (b)      Target Annual Bonus. Consistent with the bonus program for 
                  "Executive Management" of the Company (and pursuant to the
                  target annual bonus pay-out provisions of the employment
                  agreements of Messrs. Fratello, Crippen, Nall and Wagman),
                  the Executive will be eligible to potentially earn an
                  annual bonus of $200,000 (the "Target Annual Bonus") per
                  the provisions of this Section 4(b) for each of the
                  Company's three (3) fiscal years during the term of this
                  Agreement. The Target Annual Bonus will be paid in one lump
                  sum for each of such fiscal years, subject to the Company
                  and/or Executive, as applicable, achieving certain criteria
                  as hereinafter set forth. References below to target
                  revenues and target operating income relate to Company's
                  "Management Plan Projections" approved by the Board of
                  Directors no less frequently than annually in advance of
                  the period or which the targets are being determined.
                  Actual revenues and actual operating income shall be
                  computed on a basis consistent with a method by which
                  target revenues and target operating income for the related
                  year were computed. Eligibility for payments of the Target
                  Annual Bonus to Executive shall be for each calendar year
                  during the term of the Agreement beginning with the
                  calendar year commencing January 1, 1998 and shall be
                  computed as follows:

                  (i)      $70,000 will be earned upon Company achieving target 
                           revenues for each calendar year;

                  (ii)     $70,000 will be earned upon Company achieving target
                           operating income for each calendar year; and

                  (iii)    $60,000 will be earned upon approval of the Board of
                           Directors after its review of the Executive
                           Management and/or Executive'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, Executive 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 the Company exceeds the target revenues or target
                  operating income for such year, the Executive 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, the Executive 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 herein
                  were $50,000,000, then, as actual revenues would have
                  exceeded projected revenues by 25%, the Executive 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 the Executive Management and/or
                  Executive of Company's strategic business accomplishments for
                  a fiscal year shall be promptly evaluated by the Board of
                  Directors and the potential related bonus shall be determined
                  by the Board of Directors in its reasonable discretion. The
                  Executive shall be eligible to earn all or a portion of such
                  potential bonus as so determined by the Board of Directors.
                  All amounts payable pursuant to this Section 4(b) shall be
                  paid to the Executive promptly after the amount is
                  determined. The minimum Target Annual Bonus to be paid to the
                  Executive pursuant to this Section 4(b) for the period
                  commencing on the Executive's first day of employment 




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                  with the Company until December 31, 1998 shall be $50,000.
                  Thereafter, the Executive and the Company acknowledge and
                  agree that there shall be no such minimum Target Annual
                  Bonus due hereunder for any subsequent fiscal year(s).
                  Additionally, the Executive acknowledges and agrees that no
                  advances or draws will be paid under this Agreement.

         (c)      Stock Options. As of the Effective Date of this Agreement, the
                  Company agrees to grant the Executive those stock options set
                  forth below in subsections 4(c)(i) and 4(c)(ii). The Executive
                  acknowledges and agrees that during the initial term of this
                  Agreement (through December 31, 2000), the Executive will not
                  receive nor be entitled to receive any additional stock
                  options from the Company. In addition, the Executive
                  acknowledges that all stock options being granted to him below
                  are not part of or granted pursuant to the Company's 1995
                  Stock Option Plan, as amended, and accordingly constitute
                  "non-qualified stock options" for purposes of the Internal
                  Revenue Code of 1986, as amended (the "Code"). If the Company
                  and the Executive determine that no exemption from the
                  registration requirements from the Securities Act of 1933 is
                  available with respect to the shares to be issued upon
                  exercise of the options, the Company will file a registration
                  statement with respect to such shares. The stock options to be
                  granted to the Executive on the Effective Date are as follows:

                  i)       A  non-transferable option to  purchase 62,000 shares
                           of the Company's common stock pursuant to a
                           "PowerCerv Corporation Stock Option Agreement". The
                           exercise price for this option will be the "fair
                           market value" on the date of grant, which shall be
                           the average of the high and low sales prices of the
                           Company's common stock as reported by the NASDAQ on
                           the Effective Date of this Agreement. If trading in
                           the stock or a price quotation does not occur on the
                           date as of which fair market value is being
                           determined, the last date on which the stock was
                           traded or a price was quoted shall determine the fair
                           market value. This option will vest according to the
                           following schedule:

<TABLE>
<CAPTION>
                                       Date                            Portion Vested
                                       ----                            --------------- 
                                    <S>                                <C>
                                    March 31, 1998                          1/10
                                    April 30, 1998                          2/10
                                    May 31, 1998                            3/10
                                    June 30, 1998                           4/10
                                    July 31, 1998                           5/10
                                    August 31, 1998                         6/10
                                    September 30, 1998                      7/10
                                    October 31, 1998                        8/10
                                    November 30, 1998                       9/10
                                    December 31, 1998                  Entire Option
</TABLE>

                           The stock option described in subsection 4(c)(i)
                           will expire on the earlier of (x) ten years from the
                           date of grant, or (y) the first anniversary of
                           either the date of the Executive's separation of
                           employment from the Company or the date of the
                           Recipient's death or disability.

                 ii)       A second non-transferable (except as set forth below
                           in this subsection 4(c)(ii)) option to purchase
                           938,000 shares of the Company's common stock pursuant
                           to a "PowerCerv Corporation Stock Option Agreement".
                           The exercise price for this 






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<PAGE>   5
                           option will be the "fair market value" on the date of
                           grant, which shall be the average of the high and low
                           sales prices of the Company's common stock as
                           reported by the NASDAQ on the Effective Date of this
                           Agreement. If trading in the stock or a price
                           quotation does not occur on the date as of which fair
                           market value is being determined, the last date on
                           which the stock was traded or a price was quoted
                           shall determine the fair market value. This option
                           will vest according to the schedule set forth on
                           Exhibit A attached hereto and incorporated herein by
                           this reference.

                           The stock option described in subsection 4(c)(ii)
                           will expire on the earlier of (x) ten (10) years
                           from the date of grant, or (y) the first anniversary
                           of the date of the Recipient's death or disability,
                           or (z) one hundred and fifty (150) days following
                           the Executive's separation of employment from the
                           Company. This stock option may be transferred and
                           assigned, in its entirety, by Executive to an
                           employee of the Company or its subsidiary, within
                           thirty (30) days following the Executive's receipt
                           of the written consent to make such transfer by the
                           Compensation Committee of the Board of Directors, in
                           which case the Executive acknowledges that there may
                           be Federal income tax implications to such transfer
                           and assignment for which the Executive will be
                           responsible. The Compensation Committee of the Board
                           of Directors may, at its sole discretion, review the
                           Executive's performance in light of the Company's
                           operating plan to determine whether or not to
                           accelerate the vesting of any portion of the stock
                           price-based stock options.

         (d)      Relocation. In addition to the compensation described above,
                  the Company will pay the Executive a one-time "Relocation
                  Allowance" of $40,000, on a pre-tax basis. The Executive
                  agrees to use the Relocation Allowance exclusively for his
                  relocation expenses. The Relocation Allowance will be paid
                  fifty percent (50%) on April 10, 1998 and the remainder on May
                  10, 1998, or upon such other time schedule as the Executive
                  and the Chief Executive Officer agree. If the Executive
                  separates his employment with the Company without Cause (as
                  "Cause" is defined in Section 9(a) of the Agreement) during
                  the initial term of this Agreement (before December 31, 2000),
                  the Executive agrees to promptly return the entire amount of
                  the Relocation Allowance to the Company. In addition to the
                  Relocation Allowance described above, the Company agrees to
                  reimburse the Executive up to $2,500 per month for no more
                  than six (6) months from the Effective Date for his and his
                  family's temporary travel and living expenses in Tampa. In
                  connection with obtaining such reimbursement, the Executive
                  agrees to submit expense receipts for these travel/living
                  costs.

         5. WORKING FACILITIES. The Company shall provide the Executive 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 the Executive's duties hereunder.

         6. EXPENSES. The Company shall reimburse the Executive for all
reasonable travel and other business expenses incurred by him in furtherance of
the Company's business in accordance with the Company's written policies and
procedures.

         7. VACATION AND HOLIDAYS. The Executive shall be entitled to such
vacation with pay and holidays with pay during each fiscal year of the Company
as shall be approved by the Company. The amount of vacation and holidays
provided to the Executive shall be consistent with the amount given other
comparable executive employees of the Company.




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         8. HEALTH, WELFARE AND INSURANCE PLANS. Subject to eligibility
requirements, the Executive will be entitled to participate in any plans,
insurance policies or contracts maintained by the Company relating to
retirement, health, disability and other related benefits. The Executive'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 the Company to
adopt or maintain any such plan, policy or contract. As of the date of this
Agreement, the Company does not provide different types or levels of health,
welfare and insurance plan or benefit coverage to its executive employees, and
further, there is no present intention by the Company to change this benefit
policy. However, if the Company were to change its policy relative to executive
benefits, those health, welfare and insurance plan and benefit coverage made
available to the Executive will be consistent with the amount given other
comparable executive employees of the Company.

         9. TERMINATION. This Agreement, and the Executive's employment
hereunder, shall terminate in accordance with the provisions of this Section.

         (a)      By Company. The Company may terminate this Agreement (i) with
                  Cause at any time upon thirty (30) days prior written notice
                  to the Executive, (ii) upon the Company's merger,
                  consolidation, acquisition, liquidation, sale or other
                  disposition of all or substantially all of its business
                  and/or assets to a third party; or (iii) without Cause upon
                  ninety (90) days prior written notice to the Executive, and
                  the Executive shall work for the Company during such notice
                  period unless otherwise directed by the Company.

                  As used in this Agreement, the term "Cause" shall mean (A)
                  willful and repeated failure to comply with the lawful
                  directions of the Company's Chief Executive Officer or Board
                  of Directors or repeated failure to perform the duties as
                  President and Chief Operating Officer of the Company; (B)
                  gross negligence or willful misconduct in the performance of
                  duties to the Company and/or its subsidiaries; (C) commission
                  of any act of fraud with respect to the Company and/or its
                  subsidiaries; or (D) conviction of a felony or a crime
                  involving moral turpitude causing material harm to the
                  standing and reputation of the Company and/or its
                  subsidiaries, in each case as determined in good faith by the
                  Company's Board of Directors.

         (b)      Death. This Agreement shall terminate immediately upon the
                  Executive's death.

         (c)      Disability. If the Executive incurs a Disability (as defined
                  below) which continues for a period of at least ninety (90)
                  consecutive days, this Agreement shall terminate on the last
                  day of such period. Unless the Executive shall perform his
                  duties hereunder for a continuous period of at least thirty
                  (30) consecutive days following a period of Disability before
                  the Executive again incurs a Disability, he shall not be
                  entitled to start a new ninety (90) consecutive day period
                  under the provisions of this subsection, but instead may only
                  continue under the remaining portion of the original ninety
                  (90) consecutive day period.

                  As used in this Agreement, the term "Disability" shall mean
                  the Executive's physical or mental inability, by reason of
                  illness or accident, to perform the normal duties of his
                  employment by the Company, subject to any obligation the
                  Company may have under applicable law to provide reasonable
                  accommodation. If there is any disagreement between the
                  Company and the Executive as to the Executive's Disability or
                  as to the date any such Disability began or ended, the same
                  shall be determined by a physician 





 
 

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<PAGE>   7
                  mutually acceptable to the Company and the Executive. The
                  determination of such physician shall be conclusive evidence
                  of any such Disability and of the date any such Disability
                  began or ended. The Executive shall be available for such an
                  examination at any reasonable time upon prior reasonable
                  notice thereof from the Company. If the Executive fails or
                  refuses to cooperate in such examination, the determination of
                  the Executive's Disability and the date any such Disability
                  began or ended shall be made by the Company in its sole
                  discretion.

         (d)      Termination by Executive. The Executive may terminate this  
                  Agreement (i) for Good Reason at any time upon thirty (30)
                  days prior written notice to the Company, or (ii) at any
                  time upon ninety (90) days prior written notice to the
                  Company; provided, however, the Executive shall continue to
                  work for the Company during such notice period unless
                  otherwise directed by the Company. For the purposes of the
                  Company's payment of severance under this Agreement,
                  termination without Cause (under Section 9(a)(iii)) and
                  termination with Good Reason (under Section 9(d)(i)) shall
                  effectively be treated in the same manner for severance
                  payment and stock option vesting purposes. Effectively,
                  "Good Reason" (as defined below) is equivalent to
                  "constructive termination" under this Agreement.

                  As used in this Agreement, "Good Reason" shall mean (A) any
                  material breach of this Agreement by the Company which has not
                  been cured within thirty (30) days of the Company's receipt of
                  written notice of such breach from the Executive, or as soon
                  thereafter as practicable so long as the Company is diligently
                  seeking to cure such failure or breach; (B) a material
                  reduction in the Executive's titles or responsibilities unless
                  replaced with a new title or new responsibilities of
                  comparable stature or value to the Company within thirty (30)
                  days; or (C) a change in the person to whom the Executive will
                  report, should that person be someone other than Roy Crippen
                  or Marc Fratello (which subsection "C" hereof shall not apply
                  if the Executive were elected Chief Executive Officer).

         10.      PAYMENTS BY COMPANY UPON TERMINATION.

         (a)      Within ten (10) business days following the effective date of
                  the termination of the Executive's employment (the
                  "Termination Date") if based upon the Company's termination of
                  the Executive with Cause as described under Section 9(a)(i);
                  or the Executive's death as described under Section 9(b); or
                  the Executive's Disability as described under Section 9(c); or
                  the Executive's notice of termination to the Company without
                  Good Reason as described under Section 9(d)(ii), then the
                  Company shall pay the Executive (or his estate in the case of
                  death per Section 9(b)) his Base Salary prorated through the
                  Termination Date plus any life insurance, disability or other
                  benefits to which the Executive is entitled in accordance with
                  the terms and conditions of the Company's health, welfare and
                  insurance plans.

         (b)      If the Company is merged, consolidated, acquired, sold,
                  liquidated, or any other disposition of all or substantially
                  all of its business and/or assets to a third party as
                  described under Section 9(a)(ii) above and in which the
                  Executive is not then offered an equal or better position,
                  salary and compensation package (as adjusted to reflect cost
                  of living increases), relocation package and other benefits
                  with said third party; or if the Company has given notice of
                  termination to the Executive as described under Section
                  9(a)(iii); or if the Executive has given notice of termination
                  to the Company under Section 9(d)(i), then in any one of these
                  circumstances, and further provided that the 


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<PAGE>   8

                  Executive is not in breach of Sections 11, 12 and 13 of
                  this Agreement or does not subsequently breach any of said
                  sections, then Company shall: (i) pay the Executive an
                  amount equal to twelve (12) months of the Executive's then
                  current year Base Salary, payable in twelve (12) equal
                  monthly installments from his Termination Date; (ii)
                  provide health, disability, life and such other insurance
                  benefits to the Executive and dependents that he would have
                  received during said twelve (12) month period following the
                  Termination Date had such termination not occurred (or if
                  such insurance plans are no longer available [in the case
                  of the Company's acquisition], reimbursement by the Company
                  to the Executive of his reasonable costs for the same or
                  similar insurance); and (iii) vest the Executive's stock
                  options in accordance with Section 10(c) below. The
                  obligation of the Company to pay such severance and vest
                  stock options is contingent upon the Executive's compliance
                  with Sections 11, 12 and 13 of this Agreement (as indicated
                  above) and the Executive's execution of a severance and
                  general release agreement reasonably satisfactory in form
                  and substance to the Company.

         (c)      For purposes of vesting the unvested portions of the 
                  Executive's outstanding stock options, if the Company is
                  merged, consolidated, acquired, sold, liquidated or any
                  other disposition of all or substantially all of its
                  business and/or assets to a third party as described under
                  Section 9(a)(ii), and provided there is no "pooling"
                  concern, then one hundred percent (100%) of all outstanding
                  stock options then held by the Executive shall vest upon
                  the effective date of such event. If either (i) the Company
                  has given notice of termination to the Executive as
                  described under Section 9(a)(iii) of the Agreement, or (ii)
                  the Executive has given notice of termination to the
                  Company under Section 9(d)(i) of the Agreement, and
                  provided there is no "pooling" concern, then 200,000 of the
                  remaining unvested portion of the stock options then held
                  by the Executive shall vest upon the Termination Date, and
                  no further vesting of any nature shall occur with respect
                  to any other stock options then held by the Executive. For
                  purposes of the prior sentence, vesting priority shall be
                  given to the stock options granted under Section 4(c)(ii)
                  of this Agreement. To the extent there would be a "pooling"
                  concern, the Company and the Executive agree to work
                  together in good faith to carry out the intent of this
                  provision and preserve the Company's ability to do a
                  "pooling" transaction. If the accelerated vesting of the
                  options hereunder would (x) subject the Executive to a tax
                  pursuant to Section 4999 of the Code (or any successor
                  provision that may be in effect), or (y) result in a
                  disallowance of a deduction to the Company for all or any
                  part of the compensation attributable to the option by
                  reason of Section 280G of the Code (or any successor
                  provision that may be in effect), the Company shall reduce,
                  eliminate or postpone the acceleration of the vesting of
                  the option to the extent necessary to reduce the "present
                  value" (as this term is defined in Section 280G(d)(4) of
                  the Code, or any successor provision that may be in effect)
                  of the compensation attributable to the accelerated vesting
                  to one dollar less than an amount equal to three times the
                  Executive's "base amount" (as this term is defined in
                  Sections 280G(b)(3) and 280G(d) of the Code, or any
                  successor provisions that may be in effect).

         (d)      Except as provided in subsection (a), (b) and (c) above, the
                  Executive (or his estate, if applicable) shall not be
                  entitled to receive severance pay or any other compensation
                  upon any termination of his employment.

         11. EMPLOYMENT POLICIES. The Executive shall abide by all policies and
procedures of the Company in effect from time to time.



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<PAGE>   9

         12.      CONFIDENTIALITY AND INVENTIONS CLAUSES.

         (a)      The Executive agrees not to disclose the terms and conditions
                  of this Agreement to any other employee of the Company or any
                  other party except the Executive may disclose such
                  information to his immediate family, financial advisors or
                  attorneys.

         (b)      The Executive agrees to hold in confidence and not use or 
                  disclose without the Company's prior written consent (i)
                  any information (technical or otherwise) that he obtains or
                  creates during the term of this Agreement which pertains to
                  any aspect of the Company's business or (ii) any
                  information received in confidence by the Company from a
                  third party, until such information becomes generally known
                  by the public. The Executive shall not make any
                  unauthorized copies of such information and will return to
                  the Company, upon termination of his employment or upon the
                  Company's request, all tangible forms of such information,
                  including, without limitation, research and development
                  projects and strategies, product strategies, internet or
                  intranet strategies, business or product development
                  strategies, financial information, partner and customer
                  relationships, and other information about former, current,
                  or prospective partners/customers, employee lists and other
                  information about former, current, or prospective
                  employees, software programs (source or object codes),
                  know-how, new product offerings, plans, projections,
                  confidential business information, copyrights, trade
                  secrets, and any other proprietary material.

         (c)      The Executive hereby assigns to the Company all of his rights 
                  in all intellectual property (including, but not limited
                  to, trade secrets, know-how, inventions, copyrights,
                  designs, computer programs and software techniques) that
                  the Executive conceives or develops, in whole or in part,
                  during his employment with the Company. This assignment
                  does not cover any intellectual property which: (i) is
                  conceived and developed entirely on the Executive's own
                  time; (ii) is conceived and developed without any Company
                  equipment, supplies, facilities, or trade secrets; and
                  (iii) does not relate to Company's current or future
                  business or to the Company's actual or demonstrably
                  anticipated research or development efforts. The Executive
                  understand that this assignment does not cover any
                  inventions completed prior to his employment with the
                  Company, which inventions are specifically identified on
                  the attached schedule (which contains no confidential
                  information). During and after the Executive's employment
                  with the Company, the Executive agrees to do whatever is
                  requested by the Company, at the Company's expense, to sign
                  documents or otherwise assist in obtaining, confirming, and
                  enforcing the Company's rights in the assigned property
                  throughout the world.

         13.      NON-COMPETE.

         (a)      During the term of this Agreement, as extended, the Executive
                  may learn of confidential matters essential to the business
                  and competitive position of the Company, including, without
                  limitation, its business or product development strategies,
                  financial information, partner and customer relationships,
                  and other information about former, current, or prospective
                  partners/customers, employee lists and other information
                  about former, current, or prospective employees, software
                  programs (source or object codes), research and development
                  plans, know-how, projections, copyrights, trade secrets, or
                  any other proprietary material and confidential business
                  information that would unfairly disadvantage the Company
                  were the Executive to use or disclose such information in
                  business activities competitive with the Company. The
                  Executive also may develop contacts and relationships with
                  (i) former, current, or prospective customers of the
                  Company or (ii) former, current, or prospective business
                  partners, or licensors of the Company which, if those
                  contacts or relationships were used by the Executive in
                  competition with the Company, would unfairly 




                                       9

<PAGE>   10

                    disadvantage the Company. To protect the Company's trade
                    secrets, confidential business information, and current and
                    prospective business relationships, the Executive shall
                    not, during the term of this Agreement and for a period of
                    twelve (12) months immediately following the Termination
                    Date for whatever reason, whether voluntary or involuntary
                    (with or without cause), directly or indirectly, either as
                    an individual on the Executive's own account or as a
                    partner, employee, agent, contractor, officer, director,
                    stockholder, or otherwise:

                    (I)    Solicit from, accept employment/business from,
                           consult with, or transact business with any former,
                           current, or prospective customer or vendor of the
                           Company with which the Executive had substantial
                           personal contacts on behalf of the Company
                           (excluding, however, those companies with whom the
                           Executive actually had a direct relationship with
                           prior to his becoming an employee of the Company)
                           during the twenty-four (24)-month period immediately
                           preceding the Termination Date; or

                    (II)   Hire, solicit for hire, refer, or retain the
                           services of any employee of the Company or its
                           subsidiary for any matter whatsoever during the
                           period of time which said employee is employed by
                           the Company or its subsidiary and for six (6) months
                           thereafter; or

                    (III)  Engage in, consult with, or accept employment from 
                           any business in current or prospective competition 
                           with the Company (excluding, however, those 
                           companies with whom the Executive actually had a 
                           direct relationship with prior to his becoming an 
                           employee of the Company) where such engagement, 
                           consultation, or employment is likely to require the 
                           Executive to use or disclose trade secrets or
                           confidential business information of the Company. 
                           For purposes of the "pre-existing relationship" 
                           exclusion described in subsections (a) and (c) of 
                           this Section 13(a), the parties agree that the 
                           burden of proof to establish the existence of this 
                           relationship will be on the Executive.

         (b)      The Executive acknowledges that, in the course of his  
                  employment with the Company, the Executive may (i) obtain
                  information and knowledge of confidential matters essential
                  to the business and competitive position of the Company and
                  (ii) have contacts with customers, partners or vendors of
                  the Company, which information and knowledge and contacts
                  are being so provided to the Executive in reliance upon his
                  execution of this Agreement. The Executive hereby
                  acknowledges the sufficiency of consideration for this
                  Agreement, and the Executive further acknowledges that the
                  confidentiality and customer/vendor protection covenants in
                  this Agreement are reasonable and necessary to protect the
                  valid business interests of the Company, including the
                  Company's valuable trade secrets, other confidential
                  business information, and relationships with its former,
                  current, and prospective customers, business partners,
                  licensors, and vendors.

         (c)      If any of the provisions of Sections 11, 12 or 13 are found
                  to be unreasonable in duration, geographical scope, or line
                  of business, the provision shall not be rendered
                  unenforceable by this finding, but rather the duration,
                  geographical scope, or line of business of such provision
                  shall be deemed automatically reduced or modified with
                  retroactive effect to the extent necessary to render the
                  provision enforceable, and such provision shall be enforced
                  as modified.

         (d)      The parties to this Agreement acknowledge and agree that
                  damages in the event of a breach of any of the provisions of
                  Sections 11, 12 or 13 by the Executive would be 



                                      10

<PAGE>   11
                  difficult to ascertain, and therefore the Company, in addition
                  to and not in limitation of any other rights, remedies or
                  damages available to it in law or in equity, shall have the
                  right to injunctive or other equitable relief in any court of
                  competent jurisdiction, enjoining such breach.

         14. INDEMNIFICATION. The Executive shall be, and hereby is,
indemnified by the 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 Executive by reason of being
employed, or serving in any capacity, as an employee or officer of the Company
or any affiliate thereof.

         15. SUCCESSORS; BINDING AGREEMENT.

         (a)      The Company will require any successor (whether by merger,
                  consolidation, purchase, acquisition or otherwise) to all or
                  substantially all of the business and/or assets of the
                  Company, to expressly assume and agree to perform this
                  Agreement in the same manner and to the same extent that the
                  Company would be required to perform it if no such succession
                  had taken place. As used in this Section 15(a), "Company"
                  shall mean the Company as hereinbefore defined and any
                  successor to its business and/or assets as aforesaid which
                  executes and delivers the agreement provided for in this
                  Section or which otherwise becomes bound by all the terms and
                  provisions of this Agreement by operation of law.

         (b)      This Agreement and all rights of the Executive hereunder shall
                  inure to the benefit of and be enforceable by the Executive's
                  personal or legal representatives, executors, administrators,
                  successors, heirs, distributees, devisees and legatees.

         16. MISCELLANEOUS.

         (a)      Notice. Any notice required or permitted to be given
                  hereunder shall be in writing and shall be deemed to have
                  been given three (3) calendar days following the day in which
                  it is personally delivered or deposited in the United States
                  certified mail, return receipt requested and postage prepaid.
                  Any such notice so mailed to the Executive shall be addressed
                  to the Executive's last known residence address. Any such
                  notice so mailed to the Company shall be addressed to its
                  principal office in Tampa, Florida.

         (b)      Modification. No provisions of this Agreement may be
                  modified, waived or discharged unless such waiver,
                  modification or discharge is agreed to in writing signed by
                  the Founders or their designee and the Executive.

         (c)      Waiver of Breach or Violation Not Deemed Continuing. The
                  waiver by either party of a breach or violation of any
                  provision of this Agreement shall not operate as, or be
                  construed to be, a waiver of any subsequent breach hereof.

         (d)      Assignment. The Executive shall not assign all or any portion
                  of his rights, obligations, or duties under this Agreement to
                  any third party without the prior written approval of the
                  Company. Any assignment in violation of this provision shall
                  be void and of no force or effect.





                                      11
<PAGE>   12

         (e)      Necessary Action. Each party shall perform any further acts
                  and execute and deliver any documents which may be reasonably
                  necessary to carry out the provisions of this Agreement.

         (f)      Attorneys Fees. In the event of a dispute arising under or in
                  connection with this Agreement, the prevailing party shall be
                  entitled to collect from the other party all reasonable legal
                  fees and expenses.

         (g)      Venue.  The Executive hereby consents to personal jurisdiction
                  and venue, for any action brought by the Company
                  arising out of a breach or threatened breach of this
                  Agreement, 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.
                  The Executive hereby agrees that any action brought by him,
                  alone or in combination with others, against the Company,
                  whether arising out of the Agreement or otherwise, shall be
                  brought 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. The
                  Executive hereby agrees that any controversy which may
                  arise under this Agreement would involve complicated and
                  difficult factual and legal issues. Therefore, if a court
                  of law determines for any reason that the arbitration
                  clause of Section 16(h) of this Agreement is unenforceable,
                  then any action brought by the Company against the
                  Executive or brought by Executive, alone or in combination
                  with others, against the Company, whether arising out of
                  this Agreement or otherwise, shall be determined by a judge
                  sitting without a jury.

         (h)      Arbitration. 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 the Company injunctive
                  relief, including mandatory injunctive relief, to protect
                  the rights of the Company, but the arbitrator shall not be
                  limited to such relief. This arbitration provision shall
                  not preclude the 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 the 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.

         (i)      Entire Agreement. This Agreement, including any attached
                  schedules, contains the entire agreement of the parties
                  relating to the subject matter hereof and supersedes all
                  prior understandings and agreements related to Executive's
                  employment with the Company.

         IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date first above written.

WITNESSED BY:                               EXECUTIVE:

                                            /s/ Michael J. Simmons
------------------------                    ------------------------------
                                                Michael J. Simmons


                                            POWERCERV CORPORATION

                                            By:  /s/ Marc J. Fratello
------------------------                       ---------------------------
                                                Marc J. Fratello, 
                                                Chief Executive Officer



                                      12

<PAGE>   13

                                   EXHIBIT A


<TABLE>
<CAPTION>

                                                                        SHARES WITH RESPECT TO WHICH
                            DATE/EVENT                                 THE STOCK OPTION IS EXERCISABLE
                            ----------                                 ---------------------------------
<S>                                                                    <C>    
Executive's first day of employment w/Company                                     200,000
March 31 1998                                                                     210,000
April 30, 1998                                                                    220,000
May 31, 1998                                                                      230,000
June 30, 1998                                                                     240,000
July 31, 1998                                                                     250,000
August 31, 1998                                                                   260,000
September 30, 1998                                                                308,000
October 31, 1998                                                                  318,000
November 30, 1998                                                                 328,000
December 31, 1998                                                                 338,000
January 31, 1999                                                                  346,333
February 28, 1999                                                                 354,666
March 31, 1999                                                                    362,999
April 30, 1999                                                                    371,332
May 31, 1999                                                                      379,665
June 30, 1999                                                                     387,998
July 31, 1999                                                                     396,331
August 31, 1999                                                                   404,664
September 30, 1999                                                                412,997
October 31, 1999                                                                  421,330
November 30, 1999                                                                 429,663
December 31, 1999                                                                 438,000
January 31, 2000                                                                  446,333
February 29, 2000                                                                 454,666
March 31, 2000                                                                    462,999
April 30, 2000                                                                    471,332
May 31, 2000                                                                      479,665
June 30, 2000                                                                     487,998
July 31, 2000                                                                     496,331
August 31, 2000                                                                   504,664
September 30, 2000                                                                512,997
October 31, 2000                                                                  521,330
November 30, 2000                                                                 529,663
December 31, 2000                                                                 538,000

</TABLE>

The remaining portion of the option, covering the remaining 400,000 shares,
shall become vested on December 31, 2001; provided, however, that this portion
of the option may become vested prior to December 31, 2001, based upon the
performance of the Company's common stock as traded on the NASDAQ as follows:

<TABLE>
    <S>                                                                           <C>    
 -  $5.00/share or higher close price
          for 20 consecutive trading days                                         100,000
 -  $9.00/share or higher close price
          for 20 consecutive trading days                                         150,000
 - $14.00/share or higher close price
          for 20 consecutive trading days                                         150,000

</TABLE>



                                      13