<PAGE>   1
                                                                  EXHIBIT 10.4


                            AMENDED AND RESTATED
                       EXECUTIVE EMPLOYMENT AGREEMENT


         THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the
"Agreement") is made effective as of the 7th day of April, 1998 (the "Effective
Date"), by and between PowerCerv Corporation, a Florida corporation located at
400 North Ashley Drive, Suite 2700, Tampa, Florida 33602 (the "Company") and
Stephen M. Wagman (the "Executive").

                             BACKGROUND INFORMATION

         A.      WHEREAS, on December 16, 1996, the Company and the Executive
entered into an Executive Employment Agreement (the "First Employment
Agreement");

         B.      WHEREAS, on December 16, 1997, the Company and the Executive
entered into an Amendment to the First Employment Agreement (the "Amendment");

         C.      WHEREAS, based upon Executive's performance as a member of the
Company's Executive Management Team and his qualifications, the Company desires
to promote the Executive to Chief Financial Officer, in addition to his
remaining Treasurer and Secretary of the Company; and

         D.      WHEREAS, in light of the Executive's promotion, his acceptance
of new, additional duties and responsibilities at this stage in the term of his
First Employment Agreement and Amendment, and certain other changes being made
to the Company's Executive Management Team, the Company and the Executive
desire to replace and supersede the First Employment Agreement and the
Amendment, and simultaneously restate all terms and conditions of the
Executive's employment 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.      RESTATED AGREEMENT; EMPLOYMENT; PROMOTION.

         (a)     The Company and Executive hereby agree to replace and
                 supersede the provisions of the First Employment Agreement and
                 the Amendment with the terms and conditions set forth in this
                 Agreement.  The parties further agree that all aspects of the
                 Executive's employment with the Company hereafter shall be
                 governed in accordance with the terms and subject to the
                 conditions set forth in this Agreement.

         (b)     In addition to the Executive's titles as Senior Vice President
                 of Administration, Treasurer and Secretary of the Company, the
                 Company hereby promotes Executive to the position of Chief
                 Financial Officer.  The Executive will no longer serve under
                 the title of Chief Counsel.  In his new role, the Executive
                 will be responsible for overseeing management of the Company's
                 finance, accounting, legal and administration organizations/
                 departments, all in accordance with the provisions of this
                 Agreement and the Bylaws of the Company.  The Executive will
                 report to the Vice Chairman and the 






<PAGE>   2

                 Chief Executive Officer of the Company, will continue to be
                 part of the Company's Executive Management Team, and will
                 continue to 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.  The Executive hereby acknowledges and
                 agrees that if the corporate titles of Senior Vice President
                 of Administration and/or Secretary are transferred to
                 someone other than the Executive during the term of this
                 Agreement, that such event(s) shall not constitute "Good
                 Reason" per Section 9(d)(B) of this Agreement.

         2.      TERM.  Unless earlier terminated as provided herein, the term
of this Agreement shall commence as of the Effective Date 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(b) 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, trade secrets 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 Chief
                 Financial Officer, Treasurer and Secretary 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.


                                      2

<PAGE>   3

         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.  The Company will pay the Executive an annual
                 base salary (the "Base Salary") of $150,000.  The Executive
                 will be eligible for increases in his Base Salary for the 1999
                 calendar year and for the 2000 calendar year of not less than
                 thirteen percent (13%) from the prior annual period.  The Base
                 Salary shall be subject to review on an annual basis by the
                 Compensation Committee of the Board of Directors, upon the
                 recommendation of the Vice Chairman and the Chief Executive
                 Officer.  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 Simmons),
                 the Executive will be eligible to potentially earn an annual
                 bonus of $75,000 (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)   $26,250 will be earned upon Company achieving target
                       revenues for each calendar year;

                 (ii)  $26,250 will be earned upon Company achieving target
                       operating income for each calendar year; and

                 (iii) $22,500 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 







                                      3
<PAGE>   4

                 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.

         (c)     Automobile Allowance.  The Company will pay the Executive a
                 $300 monthly allowance for an automobile owned or leased by
                 the Executive for use in connection with the performance of
                 the Executive's duties under this Agreement.  Effective
                 January 1 of the 1999 and 2000 calendar years, the Executive's
                 monthly car allowance will be adjusted to $330 and $360,
                 respectively.

         5.      WORKING FACILITIES.  The Company shall provide the Executive
with office space, equipment, facilities, staffing and services which are
suitable to the position of Chief Financial Officer, Senior Vice President of
Administration, Treasurer and Secretary 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.

         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.






                                      4
<PAGE>   5

         (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
                 Chief Financial Officer, Treasurer and Secretary 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 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 






                                      5
<PAGE>   6

                 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; or (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.

         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 Executive is not
                 in breach of either of Sections 11 and 12 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 and 12 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.





                                      6
<PAGE>   7

         (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 any of those stock options issued to the Executive
                 (either prior to or in connection with this Agreement) which
                 would have vested over the next twelve (12) month period
                 immediately following the Termination Date shall become fully
                 vested 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.  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.

         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 






                                      7
<PAGE>   8

                 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.     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.

         14.     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 14(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.

         15.     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 





                                      8

<PAGE>   9

                 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.

         (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 15(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 




                                      9

<PAGE>   10
                 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/ Stephen M. Wagman
----------------------------        ---------------------------------
                                    Stephen M. Wagman

                                    POWERCERV CORPORATION


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




                                     10