AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 24th day of October, 1997 BETWEEN:

(1)      WALSH  INTERNATIONAL INC. (the "Company") whose registered office is at
         1209 Orange Street, Wilmington, Delaware 19801; and

(2)      MARTYN  WILLIAMS  (the  "Executive")  of The  Roundhouse,  Riding Lane,
         Hildenborough, Tunbridge, Kent TN11 9QL, England.

         WHEREAS,  the Company and the Executive have entered into an Employment
Agreement  dated as of the 1st day of  March,  1996  (the  "Original  Employment
Agreement"); and

         WHEREAS,  the Company and the  Executive  now wish to amend and restate
the terms of the Original Employment Agreement as set forth hereinbelow;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein set forth,  the parties  hereto do hereby  amend and restate the Original
Employment  Agreement,  effective as of the date first above written, to read in
its entirety as follows:

1.       COMMENCEMENT AND TERM

1.1      The Company  shall employ the  Executive  upon and subject to the terms
         and conditions set forth in this Agreement.

1.2      The  Executive's  employment  began on 1 June 1988 and the  Executive's
         period of continuous  employment  for all relevant  purposes began on 1
         June 1988.

1.3      The  employment of the Executive  shall  (subject to the  provisions of
         Clause 11) be for an indefinite term.

2.       OBLIGATIONS DURING EMPLOYMENT

2.1      The Executive shall during the continuance of his employment:
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2.1.1    serve the  Company to the best of his  ability in the  capacity of Vice
         President and Chief Financial Officer; and

2.1.2    faithfully and diligently  perform such duties and exercise such powers
         consistent  with such office,  subject to the direction and supervision
         of the Chief Executive Officer and the Board of Directors; and

2.1.3    if and so long as the Chief Executive Officer or the Board of Directors
         so directs,  perform and  exercise the said duties and powers on behalf
         of any Associated Company and act as a director or other officer of any
         Associated Company; and

2.1.4    do all in his  power to  protect,  promote,  develop,  and  extend  the
         business interests and reputation of the Group; and

2.1.5    at all times and in all respects  conform to and comply with the lawful
         and reasonable  directions of the Chief Executive  Officer or the Board
         of Directors including all authority levels and procedures from time to
         time  specified  by  the  Chief  Executive  Officer  or  the  Board  of
         Directors; and

2.1.6    promptly give to the Chief Executive  Officer or the Board of Directors
         (in writing if so requested)  all such  information,  explanations  and
         assistance as he or it may require in connection  with the business and
         affairs of the Company and any Associated Company; and

2.1.7    unless  prevented  by  sickness,  injury  or  other  incapacity  or  as
         otherwise  agreed  by the  Chief  Executive  Officer  or the  Board  of
         Directors, devote the whole of his time, attention and abilities during
         his  hours of work  (which  shall be  normal  business  hours  and such
         additional hours as may be necessary for the proper  performance of his
         duties) to the  performance  of his duties and the business and affairs
         of the Company and any  Associated  Company for which he is required to
         perform duties; and

2.1.8    at such times as the Chief Executive  Officer or the Board of Directors
         may  reasonably  request and at the  expense of the  Company  undergo a
         medical examination by a doctor of the Company's choice.

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3.       REMUNERATION

3.1      The Company shall pay to the Executive  during the  continuance  of his
         employment a salary (which shall accrue from day to day) at the rate of
         (pound)110,700  per annum. The salary shall be payable in equal monthly
         installments in arrears or as otherwise  determined by the Company on a
         company-wide basis.

3.2      As further  remuneration  the Executive  shall be entitled to an annual
         bonus based upon the achievement of performance criteria established by
         the Chief  Executive  Officer or the Board of Directors.  The amount of
         the bonus for the achievement of 100% of targeted  performance will not
         be less than 35% of the Executive's then annual salary.

3.3      The salary and bonus shall be reviewed  from time to time and the rates
         thereof  may be  increased  by the  Company  with  effect from any such
         review date.

3.4      Notwithstanding  anything to the contrary contained in the terms of any
         stock option granted to the Executive  under the Stock Option Plan, all
         stock  options  granted to the  Executive by the Company shall vest and
         become fully exercisable upon the occurrence of a Change in Control, as
         defined herein.

4.       INSURANCE, PENSION PLAN AND OTHER BENEFITS

4.1      The  Executive  shall be entitled to  participate  in any Benefit Plans
         (including  any medical  expense  insurance  and  permanent  health and
         accident  insurance and travel  insurance plans) of the Company enjoyed
         by or made available to other senior executive  officers of the Company
         to the  extent  that the  Executive  qualifies  under  the  eligibility
         provisions  of any such plan,  as presently in effect or as they may be
         modified from time to time.

5.       COMPANY CAR

5.1      The Company  shall  provide the  Executive  with a car of such make and
         model as the Company  shall decide is suitable  for him and  compatible
         with his status in the Company 

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         for his sole use during the continuance of his employment in respect of
         which the Company shall pay or reimburse the Executive all standing and
         running  costs  including  the cost of fuel  consumed by the car in the
         course of private journeys undertaken by the Executive.  Alternatively,
         the Executive may opt for the Company's cash alternative scheme.

5.2      The Company shall  replace the car with another of an  equivalent  make
         and  model/value  not more than once  every  three  years  (subject  to
         modification of the replacement  period from time to time as determined
         by the Company).

5.3      The  Executive  shall at all times and in all  respects  conform to and
         comply  with any  policy  which  may  from  time to time be made by the
         Company  in  relation  to  cars  provided  by it  for  the  use  of its
         employees, and without limiting the foregoing, the Executive:

5.3.1    shall  ensure  that at all  times  when the car is  driven  on a public
         highway  it is in the  state  and  condition,  and  has  all  necessary
         registrations  and  certificates,  required  under  applicable  law and
         regulations; and

5.3.2    shall at all times be the holder of a current driving license entitling
         him to drive motor cars in the jurisdiction(s) where he lives and works
         and shall produce it to the Company upon request.

5.4      For the  avoidance  of doubt,  the  Company  shall be  entitled  at its
         absolute  discretion  to withdraw its  permission  for the Executive to
         operate the car  provided  pursuant to this Clause if the  Executive is
         disqualified from holding a valid current driving license.

5.5      For all purposes  connected  with or relating to the  employment of the
         Executive,  the  benefit  of the  private  use of the  car(s)  provided
         pursuant to this Agreement  shall be calculated in accordance  with the
         applicable IRS or Inland Revenue scales in force from time to time.
 
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<PAGE>
6.       EXPENSES

6.1      The Company shall during the  continuance of his  employment  reimburse
         the  Executive in respect of all  reasonable  and  appropriate  travel,
         accommodation,  entertainment and other similar out-of-pocket  expenses
         actually  incurred or expended by him in the  performance of his duties
         hereunder.

6.2      Except where specified to the contrary all expenses shall be reimbursed
         on a monthly  basis  subject  to the  Executive  providing  appropriate
         authorized  evidence  (including  receipts,  invoices,  tickets  and/or
         vouchers as may be  appropriate) of the expenditure in respect of which
         he claims reimbursement.

7.       HOLIDAYS

7.1      The Executive shall (in addition to the usual public and bank holidays)
         be entitled  during the  continuance  of his  employment  to 25 working
         days' paid holiday in each holiday year of the Company,  which shall be
         the calendar year.

7.2      The Executive  shall not be entitled to carry forward any of his annual
         holiday entitlement from one holiday year to the next.

8.       INCAPACITY

8.1      Subject to his complying with the Company's  procedures relating to the
         notification  and  certification  of periods of absence from work,  the
         Executive  shall  continue  to be paid  his  salary  (inclusive  of any
         statutory  sick  pay or  social  security  benefits  to which he may be
         entitled under  applicable law) during any periods of absence from work
         due to sickness, injury or other incapacity up to a maximum of 26 weeks
         in aggregate in any period of 52 consecutive weeks.

8.2      If the  Executive  shall have been  absent  from work due to  sickness,
         injury or other incapacity for a continuous  period of 26 weeks or more
         then he shall  receive such  benefits (if any) as are  available to him
         under the terms of the applicable plan referred to

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<PAGE>
         in Clause 4.1 or if no such benefits are available such sum (if any) as
         the Company may in its absolute discretion decide.

9.       INTELLECTUAL PROPERTY

9.1      Subject  to  applicable  law,  if at  any  time  in the  course  of his
         employment  the  Executive  makes or discovers or  participates  in the
         making or discovery of any Intellectual Property relating to or capable
         of being used in the business of the Company or any Associated  Company
         he  shall  immediately  disclose  full  details  of  such  Intellectual
         Property  to the  Company and at the request and expense of the Company
         he  shall  do all  things  which  may be  necessary  or  desirable  for
         obtaining appropriate forms of protection for the Intellectual Property
         in such parts of the world as may be  specified  by the Company and for
         vesting all rights in the same in the Company or its nominee.

9.2      The  Executive  hereby  irrevocably  appoints  the  Company  to be  his
         attorney-in-fact  in his name and on his behalf to sign,  execute or do
         any  instrument  or thing and generally to use his name for the purpose
         of  giving  to the  Company  or its  nominee  the full  benefit  of the
         provisions  of  this  Clause,  and  in  favor  of  any  third  party  a
         certificate  in writing  signed by any director or the secretary of the
         Company that any instrument or act falls within the authority conferred
         by this Clause shall be conclusive evidence that such is the case.

9.3      If and to the extent applicable to the Executive,  the Executive hereby
         waives all of his moral rights (as defined in the Copyright Designs and
         Patents Act 1988 of the United Kingdom) and/or any similar rights under
         the  laws of any  other  jurisdiction  in  respect  of any  acts of the
         Company or any acts of third parties done with the Company's  authority
         in relation to any  Intellectual  Property which is the property of the
         Company by virtue of Clause 9.1.

9.4      All  rights  and  obligations   under  this  Clause  9  in  respect  of
         Intellectual  Property made or  discovered by the Executive  during his
         employment  shall  continue  in full and  force  and  effect  after the
         termination of his employment and shall be binding upon the Executive's
         personal representatives.

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<PAGE>
10.      CONFIDENTIALITY

10.1     Except as necessary or  appropriate  to the proper  performance  of his
         duties, or with the prior written consent of the Company, or as ordered
         by a court of competent  jurisdiction,  the Executive  shall not at any
         time  either  during the  continuance  of his  employment  or after its
         termination  disclose or  communicate  to any person or use for his own
         benefit  or the  benefit of any  person  other than the  Company or any
         Associated  Company  any  information  relating  to the  Company or any
         Associated   Company  that  is  not  generally   known  to  the  public
         ("Confidential  Information")  which may come to his  knowledge  in the
         course of his employment and the Executive shall during the continuance
         of his employment  use his best  endeavors to prevent the  unauthorized
         publication  or misuse of any  Confidential  Information  provided that
         such restrictions shall cease to apply to any Confidential  Information
         which may enter the public domain other than through the default of the
         Executive.

10.2     All  notes and  memoranda  of any  trade  secret or other  Confidential
         Information  concerning  the business of the Company and the Associated
         Companies  or  any of its or  their  suppliers,  agents,  distributors,
         clients,  customers or others which shall have been acquired,  received
         or made by the Executive  during the course of his employment  shall be
         the property of the Company and shall be  surrendered  by the Executive
         to someone duly  authorized  in that behalf at the  termination  of his
         employment  or at the  request  of the Board of  Directors  at any time
         during the course of his employment.

11.      TERMINATION OF EMPLOYMENT

11.1     Termination by the Company Without Cause;  Termination by the Executive
         for Good  Reason.  The  Company may  terminate  the  employment  of the
         Executive at any time without Cause by giving the Executive a Notice of
         Termination  in  accordance  with Clause 15.2 hereof at least 12 months
         prior  to the  effective  date of such  termination  specified  in such
         notice.  The Executive  may terminate his  employment by the Company at
         any time for Good  Reason  by  giving a Notice  of  Termination  to the
         Company in accordance  with Clause 15.2 hereof,  and the effective date
         of such  termination  shall be  determined  in  accordance  with Clause
         11.1.3.

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<PAGE>
11.1.1   Except as provided in Clause 11.1.2,  in the event that the Executive's
         employment is terminated by the Company without Cause:

         (a)  the  Company  shall  vest  as  of  the  effective   date  of  such
              termination  all options  granted to the Executive under the Stock
              Option  Plan  and  allow  the  Executive  a  period  of 12  months
              following  such  effective  date  within  which to  exercise  such
              options; and

         (b)  if such  effective  date occurs within 90 days before the end of a
              fiscal year,  the Executive  shall also be entitled to a bonus for
              that year under  Clause 3, equal to 35% of his then annual  salary
              (irrespective   of  whether   performance   objectives  have  been
              achieved),  but prorated  from the  beginning of such year through
              such effective  date,  provided,  however,  that in the event of a
              termination  for Good  Reason  pursuant to Clause  17.1.8(b),  the
              annual  salary used for  computation  under this Clause  11.1.1(b)
              shall be the one in effect prior to the  reduction  referred to in
              Clause 17.1.8(b).

11.1.2   Notwithstanding  the other provisions of this Clause 11.1, in the event
         that (x) the Company  terminates  the  Executive's  employment  without
         Cause in  anticipation  of,  or  pursuant  to a Notice  of  Termination
         delivered to the Executive within two years after, a Change in Control,
         or (y) the Executive terminates his employment for Good Reason pursuant
         to a Notice of Termination delivered to the Company in anticipation of,
         or within two years after, a Change in Control:

         (a)  the Company shall pay to the  Executive,  within 30 days after the
              Notice of  Termination  is given,  a lump-sum cash amount equal to
              (i) three  times  the sum of (A) his then  current  annual  salary
              under Clause 3 and (B) 35% of his then current annual salary under
              Clause 3,  (representing  his annual bonus for the  achievement of
              100%  of   performance   objectives,   irrespective   of   whether
              performance objectives have been achieved),  plus (ii) a bonus for
              the then  current  year  equal to 35% of his then  current  annual
              salary  (irrespective of whether performance  objectives have been
              achieved),  provided,  however, that in the event of a termination
              for Good Reason  pursuant to Clause  17.1.8(b),  the annual salary
              used for computation  under this Clause 11.1.2(a) shall be the one
              in effect prior to the reduction referred to in Clause 17.1.8(b);

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<PAGE>
         (b)  for a  period  of 36  months  after  the  effective  date  of such
              termination,  the Company shall provide the Executive with pension
              contributions,   health  and  other  insurance  benefits  for  the
              Executive  and his  dependents  under the  Benefit  Plans,  at the
              respective  levels of coverage in effect at the time the Notice of
              Termination is given,  and the  automobile  allowance to which the
              Executive is then entitled hereunder (provided,  however,  that if
              the Company has  provided  the  Executive  with a car  pursuant to
              Clause 5, the  Executive  shall be entitled to the amount he would
              then be entitled  under the Company's cash  alternative  scheme as
              though he had opted for such scheme instead of a car and shall not
              be  entitled  to  the  car,  or the  use  thereof),  or  the  cash
              equivalents  of the foregoing on a monthly basis (less the monthly
              payroll  deduction,  if any, charged to the Executive  immediately
              prior to such effective date in respect of any such benefits);

         (c)  the  Company  shall vest as of the time of such  Change in Control
              all options  granted to the Executive  under the Stock Option Plan
              and allow the  Executive  a period  ending  three  years after the
              effective date of the  termination of his employment  within which
              to exercise such options; and

         (d)  in the event of a dispute  between the  Executive  and the Company
              with  respect  to  any  of  the  Executive's   rights  under  this
              Agreement,  the Company shall  reimburse the Executive for any and
              all legal fees and  disbursements  incurred  by him in  connection
              with   enforcing   such   rights,   at  the  time  such  fees  and
              disbursements  are incurred (but in no event more  frequently than
              monthly);  provided,  however,  that if the  Executive's  claim is
              found by a court of competent jurisdiction to have been frivolous,
              the Executive  shall reimburse the Company for all amounts paid by
              the Company pursuant to this Clause 11.1.2(d).

11.1.3   Except as provided in Clause  11.1.2,  in the event that the  Executive
         terminates his employment for Good Reason, he shall have the rights and
         receive  the  benefits to which he would be entitled if the Company had
         terminated  his  employment  without  Cause by  delivering  a Notice of
         Termination  under  Section  11.1.1 on the day on which  the  Executive
         delivered  his Notice of  Termination  pursuant  to Clause  11.1.1 (the
         "Company

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<PAGE>
         Reference   Termination").   The  effective  date  of  the  Executive's
         termination of his employment pursuant to this Clause 11.1 shall be the
         date that would have been the effective  date of the Company  Reference
         Termination.

11.2     Termination  by the Company  for Cause;  Termination  by the  Executive
         Without  Good  Reason.  The  Company  may at  any  time  terminate  the
         Executive's  employment  for Cause by giving the  Executive a Notice of
         Termination in accordance  with Clause 15.2 and, if  applicable,  after
         complying  with Clause  17.1.5  hereof.  The  Executive may at any time
         terminate his employment with the Company without Good Reason by giving
         a Notice of Termination  to the Company in accordance  with Clause 15.2
         hereof  at  least  six  months  prior  to the  effective  date  of such
         termination  specified in such notice. In the event of a termination by
         the Company for Cause or by the  Executive  without  Good  Reason,  the
         Executive  shall be entitled  to receive any unpaid  amount of his then
         current salary through the effective date of such termination,  as well
         as any other benefits which shall have vested and become payable to him
         under the Benefit Plans as of such effective date.

11.3     Retirement.   The   employment   of  the  Executive   shall   terminate
         automatically   upon  his   Retirement.   "Retirement"   shall  mean  a
         termination of the Executive's  employment  initiated by the Executive,
         other than for Good  Reason,  whereby  the  Executive  is  entitled  to
         receive an immediately payable benefit,  including any applicable early
         retirement  benefit,  under any other pension or  retirement  plan then
         generally  applicable to its salaried employees or under any retirement
         arrangement  established  with respect to the Executive  with his prior
         written consent; in either case, whether or not the Executive commences
         to receive such benefit at the time of such  termination.  In the event
         of  the  termination  of the  Executive's  employment  pursuant  to his
         Retirement, the Executive shall be entitled to any other benefits which
         shall have vested and become  payable to him under the Benefit Plans as
         of the effective  date of such  Retirement or to which the Executive is
         otherwise  entitled upon his Retirement under any Benefit Plan or other
         policy  or  program  of  the  Company  or  any  Associated  Company  in
         accordance  with the respective  terms of such Benefit Plan,  policy or
         program.

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11.4     Death or Disability.

11.4.1   Disability.   Subject  to  the   requirements  of  the  Americans  with
         Disabilities Act of 1990, as amended,  the Family and Medical Leave Act
         of 1993,  as amended,  and/or any other  legislation  applicable to the
         Executive's  employment  by the Company,  the Company may terminate the
         employment of the Executive,  by giving him a Notice of Termination not
         less than six months prior to the  effective  date of such  termination
         specified in such notice,  if the Executive shall have been absent from
         work due to sickness, injury or other incapacity for more than 183 days
         in the aggregate  during any period of 12 consecutive  months or if, in
         the opinion of a physician or other appropriate  expert selected by the
         Company, the Executive is likely to be unable to perform his duties for
         more than 183 days in the aggregate during any period of 12 consecutive
         months; provided, that the Company shall withdraw such notice if during
         its pendency the Executive  returns to full-time  work and provides the
         Company with a certificate from a physician or other appropriate expert
         reasonably  acceptable  to  the  Company  stating  that  he  has  fully
         recovered and that no recurrence of such  incapacity  may reasonably be
         anticipated, and provided further that if the Executive returns to work
         after a period of absence  which  would have  entitled  the  Company to
         terminate his employment  the Company  shall,  after he has completed a
         period of three consecutive  months at work without further absence due
         to such sickness,  injury or other incapacity, be deemed to have waived
         its rights to terminate his employment based on such previous period of
         absence.   Circumstances  justifying  termination  of  the  Executive's
         employment  by the Company  pursuant to this Clause 11.4.1 are referred
         to herein as "Disability."

11.4.2   Death.  The employment of the Executive by the Company shall  terminate
         automatically upon his death.

11.4.3   Benefits Upon Death or  Disability.  In the event of a  termination  of
         employment due to the  Disability or death of the Executive,  he or his
         legal representatives shall be entitled to receive any unpaid amount of
         his then current salary through the effective date of such termination,
         as well as any other  benefits  which may be payable to him pursuant to
         Clause 8 hereof  (in the case of his  Disability  only) or which  shall
         have vested and

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         become payable to him under the Benefit Plans as of such effective date
         or to which the Executive is otherwise  entitled upon his Disability or
         death (as the case may be) under any  Benefit  Plan or other  policy or
         program of the Company or any Associated Company in accordance with the
         respective terms of such Benefit Plan, policy or program.

11.5     Upon the  termination of his employment the Executive shall be entitled
         to  accrued  holiday  pay  (which  accrues  at the rate of 2.1 days per
         month)  calculated  on a pro rata basis in  respect  of each  completed
         month of service in the holiday year in which his employment terminates
         and the  appropriate  amount  shall  be  paid in cash to the  Executive
         provided  that if the  Executive  shall  have  taken more days than his
         accrued  entitlement  the  Company  is  hereby  authorized  to  make an
         appropriate deduction from the Executive's final salary payment.

11.6     Notwithstanding  the terms of Clause 2 or any other  provision  of this
         Agreement,  during  any  period  between  the  giving  of a  Notice  of
         Termination  and the effective date of  termination in accordance  with
         this  Clause  11,  the  Company  shall not be under any  obligation  to
         provide  the  Executive  with any work and the  Company may at any time
         during such notice period without  further notice suspend the Executive
         and/or  exclude  him from all or any  premises  of the  Company  or any
         Associated Company,  provided,  however,  that,  throughout such notice
         period,  the Company shall not make or give effect to any change in the
         terms  and  conditions  of  the  Executive's  employment  as in  effect
         immediately  prior to the Reference  Time (as defined below) that would
         constitute  Good  Reason  under any of  paragraphs  (b)  through (g) of
         Clause 17.1.8  (regardless  of whether his employment is terminated for
         Good Reason), and the Executive's salary and other contractual benefits
         shall  continue  to be paid or provided by the Company in the manner in
         effect  at  the  Reference  Time.   "Reference  Time"  means  the  time
         immediately  prior to (i) in the case of a termination for Good Reason,
         the occurrence that constitutes such Good Reason,  or (ii) in all other
         cases, the giving of the Notice of Termination. At any time during such
         notice  period  the  Executive  shall  at the  request  of the  Company
         immediately  resign  from  office as a Director  of the Company and any
         Associated  Company and from other office held by him in the Company or
         any Associated 

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         Company (but without claim to compensation other than as provided under
         this Agreement) and in the event of his failure to do so the Company is
         hereby irrevocably authorized to appoint some person in his name and on
         his behalf to sign and deliver such resignations to the Company.

11.7     The  Executive  shall have no obligation to take any action to mitigate
         or offset any amounts  payable by the  Company  pursuant to this Clause
         11, by seeking other  employment or otherwise,  nor shall the amount of
         any  payment   provided  for  in  this  Agreement  be  reduced  by  any
         compensation  earned by the  Executive as the result of  employment  by
         another  employer  after  the date of  termination  of the  Executive's
         employment or otherwise.

11.8     The termination of the Executive's employment for any reason whatsoever
         shall not  operate to  terminate  this  Agreement  as an entirety or to
         adversely  affect the respective  continuing  rights and obligations of
         the parties under Clauses 6, 9 though 12, and 14 through 18, inclusive,
         of this  Agreement,  all of which shall survive the  effective  date of
         such  termination  of employment in  accordance  with their  respective
         terms.

11.9     The  Executive  acknowledges  that the  Company may have in effect from
         time to time a written  severance plan or policy,  which plan or policy
         is or may be subject to change at the  discretion  of the Company.  The
         Executive  shall not be  entitled  to any  notice,  payment  in lieu of
         notice or other  severance  payments under such plan or policy,  but if
         the notice period (or payment) to which the  Executive  would have been
         entitled under such plan or policy as it may then exist is greater than
         the  notice  period (or  payment  in lieu of such  notice) to which the
         Executive  would be  entitled  under  this  Agreement,  then the notice
         period (and payment in lieu thereof) for termination hereunder shall be
         deemed to be such greater amounts.

12.      EXECUTIVE'S COVENANTS

12.1     The  Executive  acknowledges  that during the course of his  employment
         with the  Company  he will  receive  and have  access  to  Confidential
         Information  of the Company  and its  Associated  Companies  (including
         without  limitation  those  matters  specified  in

                                       13
<PAGE>
         Clause  10.2 of this  Agreement,  as well as  detailed  client/customer
         lists  and   information   relating  to  the  operations  and  business
         requirements of those  clients/customers) and accordingly he is willing
         to enter into the covenants described in Clauses 12.2 and 12.3 in order
         to  provide  the  Company  and its  Associated  Companies  with what he
         considers to be reasonable protection for those interests.

12.2     The Executive hereby covenants with the Company that during the term of
         his  employment  he will not either  directly or  indirectly  engage or
         participate in any activity competitive with or adverse to the business
         or interests of the Company or any of its Associated Companies.

12.3     The Executive  hereby  covenants  with the Company that he will not for
         the  period  of 12 months  after the  Executive's  last  active  day of
         employment without prior written consent of the Chief Executive Officer
         or the Board of Directors, directly or indirectly:

12.3.1   carry on or set up or be employed or engaged by or otherwise  assist in
         or be interested  in any capacity  (including  without  limitation as a
         shareholder)  in any line of business in  competition  with any line of
         business  which is part of the  Business  of the Group  with  which the
         Executive has had  involvement  and which the Company or any Associated
         Company is carrying on during the 12 months  preceding the  Executive's
         last active day of employment; or

12.3.2   carry on or set up or be employed or engaged by or otherwise  assist in
         or be interested  in any capacity  (including  without  limitation as a
         shareholder)  a  business  which  competes  or will  compete  with  any
         business of the Company or any  Associated  Company which is planned or
         contemplated  at  the  date  of  the  Executive's  last  active  day of
         employment  in  any  country  in  which  the  business  is  planned  or
         contemplated to operate and which plans the Executive has been involved
         with to a material extent; or

12.3.3   in  connection  with  the  carrying  on of  any  business  which  is in
         competition with the Business of the Group canvass, solicit or approach
         or cause to be  canvassed  or  solicited  or  approached  for orders in
         respect of any services  provided  and/or any goods sold by the Company
         or any Associated Company any person, firm or company who or which at

                                       14
<PAGE>
         the date of the  Executive's  last active day of  employment  or at any
         time  during the period of 12 months  prior to that date is a supplier,
         customer  or client of the Company or any  Associated  Company and with
         whom or which the Executive  shall have had dealings  during the course
         of his employment; or

12.3.4   in connection with the carrying on of any business in competition  with
         the Business of the Group do business with any person,  firm or company
         who or which has at any time during the period of 12 months immediately
         preceding  the date of the  Executive's  last active day of  employment
         done business with the Company or any Associated Company as a supplier,
         customer or client or  distributor or consultant and with whom or which
         the  Executive  shall  have  had  dealings  during  the  course  of his
         employment; or

12.3.5   solicit, entice away or hire or endeavor to solicit or entice away from
         the Company or any Associated Company any person who at the date of the
         Executive's  last  active day of  employment  or at any time during the
         period of six months  prior to that date is  employed or engaged by the
         Company or any Associated Company as a head of any function, the direct
         report of such function head, or in any other key technical,  marketing
         or sales  position and with whom the  Executive  shall have had contact
         during the course of his  employment  (whether or not such person would
         commit a breach of his contract of employment by so doing).

12.4     The  Executive  hereby  agrees  that he will at the cost of the Company
         enter  into a direct  agreement  or  undertaking  with  any  Associated
         Company   whereby   he  will   accept   restrictions   and   provisions
         corresponding  to the  restrictions and provisions in Clause 12.3 above
         (or  such  of  them  as may be  appropriate  in the  circumstances)  in
         relation  to such  activities  and such  country or  countries  as such
         Associated  Company may  reasonably  require for the  protection of its
         legitimate business interests.

12.5     Notwithstanding  the  generality of the  covenants  contained in Clause
         12.3.1 those covenants shall apply only with respect to those countries
         in which the  Company or any  Associated  Company  has  transacted  any
         business  during the 12 months  prior to the date of  Executive's  last
         active day of  employment  in which the  Executive  has been  involved,
         except that  during the  12-month  period  after the  Executive's  last
         active day of 

                                       15

<PAGE>
         employment  the  Executive  may not be engaged or employed by or render
         any services to or for the benefit of Dendrite  International  or Sales
         Technologies or any of their respective  affiliated  companies wherever
         located,  except with the prior consent of the Chief Executive  Officer
         or the Board of Directors or as the result of a merger,  consolidation,
         sale of stock or  assets or other  business  combination  between  such
         entity and the Company or an Associated Company.

12.6     Nothing herein shall  prohibit the Executive  from holding  directly or
         through  nominees  up to two  percent of the  outstanding  stock of any
         publicly held and traded company solely for investment purposes.

12.7     The covenants contained in Clauses 12.3.1,  12.3.2,  12.3.3, 12.3.4 and
         12.3.5 are intended to be separate and  severable  and  enforceable  as
         such.

12.8     In the event of a breach of Clauses 12.3.1,  12.3.2, 12.3.3, 12.3.4, or
         12.3.5,  the  Executive  acknowledges  that in  addition  to any  other
         remedies available under law to the Company and any Associated Company,
         the Company and any Associated Company may be entitled to an injunction
         enjoining the Executive or any person or persons acting for or with the
         Executive in any capacity  whatsoever  from  violating any of the terms
         thereof.

13.      DISCIPLINARY AND GRIEVANCE PROCEDURES

13.1     For any applicable statutory purposes,  there is no formal disciplinary
         procedure  in relation to the  Executive's  employment.  The  Executive
         shall be expected to maintain the highest  standards  of integrity  and
         behavior.

13.2     If the Executive is not satisfied with any disciplinary  decision taken
         in  relation  to him he may  apply in  writing  within  14 days of that
         decision to the Chief Executive Officer, whose decision shall be final.

13.3     If the Executive has any grievance in relation to his employment he may
         raise it in writing with the Chief  Executive  Officer,  whose decision
         shall be final.
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<PAGE>
14.      ASSIGNMENT

14.1     The Company may assign its rights or delegate its performance, in whole
         or in part, to any of its Associated Companies;  provided that any such
         assignment or delegation shall not affect the Executive's position with
         the Company.  This  Agreement  shall be binding upon and shall inure to
         the benefit of the Company and any successor of the Company.

14.2     This Agreement  shall be binding upon and shall inure to the benefit of
         Executive,  his  legal  representatives,  heirs,  legatees,  executors,
         administrators  and assigns,  except that  Executive's  obligations  to
         perform  services  under this  Agreement are personal and are expressly
         declared to be  nonassignable  and  nontransferable  by him without the
         consent in writing of the Company.

14.3     In the event of a Change in  Control,  the  Company  shall  require the
         successor  to the Company as the  Executive's  employer  (whether  such
         succession is direct or indirect, by purchase, merger, consolidation or
         otherwise,  to all or a  substantial  portion  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 Agreement, the term "Company" shall mean the Company as
         hereinbefore  defined and any successor to all or a substantial portion
         of its business and/or assets as aforesaid.

15.      NOTICES

15.1     Any notice to be given under this  Agreement  shall be given in writing
         and shall be deemed to be sufficiently served by one party on the other
         if it is delivered  personally  or is sent by  facsimile  transmission,
         overnight  service or registered or recorded delivery prepaid post (air
         mail if overseas)  addressed to either the Company's  registered office
         for the time being or the  Executive's  last known  address as the case
         may be.

15.2     Any purported termination of the Executive's  employment by the Company
         or by the  Executive  shall not be  effective  unless  communicated  by
         written  Notice of  Termination to the other party hereto in accordance
         with  Clause  15.1 above and the  relevant  provisions  of Clause 11. A
         Notice of Termination shall identify the specific termination
  
                                       17
<PAGE>
         provision of this  Agreement  relied upon,  shall  specify the intended
         effective  date of such  termination  (which date shall comply with the
         notice period  requirements  of the provision so identified)  and shall
         set forth in reasonable detail the facts and  circumstances  claimed to
         provide a basis for termination under the provision so identified.

16.      MISCELLANEOUS

16.1     Golden Parachute Tax

16.1.1   Anything in this  agreement  to the  contrary  notwithstanding,  in the
         event  that any  payment by the  Company  to or for the  benefit of the
         Executive,  whether  paid or  payable  pursuant  to the  terms  of this
         Agreement or otherwise or any income  realized upon the exercise of any
         options  granted  by the  Company  to the  Executive  (such  payment or
         income,   excluding  any  payment  pursuant  to  this  Clause  16.1,  a
         "Payment")  is  either  reasonably  determined  by  the  Company  to be
         subject, or is subjected by the IRS (after exhaustion by the Company of
         its remedies described in Clause 16.1.3),  to the excise tax imposed by
         Section 4999 of the Internal  Revenue  Code of 1986,  as amended,  (the
         "Code") or any  interest or  penalties  with respect to such excise tax
         (such excise tax,  together with any such interest and  penalties,  are
         hereinafter  collectively  referred to as the "Excise  Tax"),  then the
         Executive shall be entitled to receive from the Company, within 15 days
         following  the  determination  described  in Clause  16.1.2  below,  an
         additional  payment (an "Excise Tax  Adjustment  Payment") in an amount
         such  that,  after  payment by the  Executive  of all  applicable  U.S.
         federal,  state and local taxes (computed at the maximum marginal rates
         and  including  any interest or penalties  imposed with respect to such
         taxes) and the Hospital  Insurance  portion of FICA tax,  including any
         Excise  Tax  imposed  upon  the  Excise  Tax  Adjustment  Payment,  the
         Executive retains an amount of the Excise Tax Adjustment  Payment equal
         to the Excise Tax imposed upon the Payments.

16.1.2   In the event that as the result of a position  taken by the  Company or
         the IRS, the Executive is required to make a payment of any Excise Tax,
         the  determination  of the amount of the Excise Tax Adjustment  Payment
         shall be made by a nationally recognized


                                       18

<PAGE>
         accounting  firm  acceptable  to the  Executive  and the  Company  (the
         "Accounting   Firm"),   which   shall   provide   detailed   supporting
         calculations  to  the  Company  and  the  Executive.   Subject  to  the
         provisions  of  Clause  16.1.3  below,  the  amount of the  Excise  Tax
         Adjustment  Payment shall be promptly paid by the Company to or for the
         benefit  of  the  Executive.   The  determination  of  the  Excise  Tax
         Adjustment  Payment by the  Accounting  Firm shall be binding  upon the
         Company and the Executive.

16.1.3   The  Executive  shall notify the Company in writing of any claim by the
         IRS that,  if  successful,  would require the payment by the Company of
         the Excise Tax Adjustment Payment.  Such notification shall be given as
         soon as  practicable  but no later  than 10  business  days  after  the
         Executive  is informed  in writing of such claim and shall  apprise the
         Company of the nature of such claim and the date on which such claim is
         requested to be paid.  The Executive  shall not pay such claim prior to
         the  expiration  of the 30-day  period  following  the date on which it
         gives such notice to the Company (or such shorter  period ending on the
         date that any payment of taxes with  respect to such claim is due).  If
         the Company  notifies the Executive in writing prior to the  expiration
         of such period that it desires to contest  such  claim,  the  Executive
         shall:

         (a)  give the  Company  any  information  reasonably  requested  by the
              Company relating to such claim,

         (b)  take such action in connection  with  contesting such claim as the
              Company  shall  reasonably  request in writing  from time to time,
              including, without limitation, accepting legal representation with
              respect to such claim by an  attorney  reasonably  selected by the
              Company,

         (c)  cooperate  with the Company in good faith in order  effectively to
              contest such claim, and

         (d)  permit the Company to participate in any  proceedings  relating to
              such claim;

         provided,  however,  that the Company  shall bear and pay  directly all
         costs  and  expenses  (including  additional  interest  and  penalties)
         incurred in connection  with such contest and shall  indemnify and hold
         the Executive  harmless,  on an after-tax  basis, for any Excise Tax or
         income tax  (including  interest and  penalties  with respect  thereto)
         imposed  as a 

                                       19
<PAGE>
         result  of such  representation  and  payment  of costs  and  expenses.
         Without  limiting the foregoing  provisions of this Clause 16.1.3,  the
         Company shall  control all  proceedings  taken in connection  with such
         contest  and,  at its sole  option,  may  pursue  or forgo  any and all
         administrative appeals, proceedings,  hearings and conferences with the
         taxing  authority in respect of such claim and may, at its sole option,
         either direct the Executive to pay the tax claimed and sue for a refund
         or  contest  the claim in any  permissible  manner,  and the  Executive
         agrees  to  prosecute  such  contest  to  a  determination  before  any
         administrative  tribunal, in a court of initial jurisdiction and in one
         or more appellate  courts,  as the Company shall  determine;  provided,
         however,  that if the Company  directs the  Executive to pay such claim
         and sue for a refund,  the  Company  shall  advance  the amount of such
         payment to the Executive on an interest-free  basis and shall indemnify
         and hold the Executive harmless, on an after-tax basis, from any Excise
         Tax or  income  tax  (including  interest  or  penalties  with  respect
         thereto)  imposed  with  respect to such advance or with respect to any
         imputed income with respect to such advance;  and further provided that
         any  extension  of the  statute of  limitations  relating to payment of
         taxes for the taxable year of the Executive  with respect to which such
         contested  amount  is  claimed  to be due is  limited  solely  to  such
         contested  amount.  Furthermore,  the Company's  control of the contest
         shall be  limited  to  issues  with  respect  to which  an  Excise  Tax
         Adjustment  Payment would be payable  hereunder and the Executive shall
         be entitled  to settle or contest,  as the case may be, any other issue
         raised by the IRS or any other taxing authority.

16.1.4   If,  after the receipt by the  Executive  of an amount  advanced by the
         Company  pursuant to Clause 16.1.3,  the Executive  becomes entitled to
         receive any refund  with  respect to such claim,  the  Executive  shall
         (subject to the Company's  complying  with the  requirements  of Clause
         16.1.3) promptly pay to the Company the amount of such refund (together
         with any  interest  paid or credited  thereon  after  taxes  applicable
         thereto).  If, after the receipt by the Executive of an amount advanced
         by the Company pursuant to Section 16.1.3, a determination is made that
         the Executive  shall not be entitled to any refund with respect to such
         claim and the Company  does not notify the  Executive in writing of its
         intent to contest such denial of refund prior to the  expiration  of 30
         days after such

                                       20
<PAGE>
         determination,  then such  advance  shall be forgiven  and shall not be
         required to be repaid and the amount of such advance shall  offset,  to
         the  extent  thereof,  the  amount of  Excise  Tax  Adjustment  Payment
         required to be paid.

16.2     The  Executive  hereby  warrants  that by virtue of entering  into this
         Agreement  he will not be in breach of any express or implied  terms of
         any court order,  contract or of any other  obligation  legally binding
         upon him.

16.3     Any  benefits  provided by the Company to the  Executive  or his family
         which are not expressly referred to in this Agreement shall be regarded
         as ex gratia benefits  provided at the entire discretion of the Company
         and shall not form part of the Executive's contract of employment.

16.4     Except as expressly  provided in this Clause 16, the Executive shall be
         responsible for the payment of all individual taxes on all amounts paid
         or benefits  provided  to him under this  Agreement.  All  compensation
         (including without limitation,  salary and any severance payments) paid
         to the  Executive  shall be subject to such  deductions as from time to
         time may be required by law or  regulation  or by  agreement  with,  or
         consent of the Executive.

16.5     Any  waiver by either  party of any  breach  of any  provision  of this
         Agreement must be set forth in a writing signed by such party, in order
         for it to be effective, and no such waiver shall operate as a waiver of
         any  subsequent  breach of that  provision  or any  breach of any other
         provision of this Agreement.

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

16.7     The   Company   will   indemnify   the   Executive   (and   his   legal
         representatives,  heirs,  estate or other  successors)  to the  fullest
         extent  permitted  (including  payment of  expenses in advance of final
         disposition of any  proceeding) by the laws of the  jurisdiction of the
         incorporation  of the  Company as in effect at the time of the  subject
         act or omission,  or by the certificate of incorporation and by-laws of
         the Company as in effect at such time

                                       21
<PAGE>
         or  on  the  date  of  this   Agreement,   or  by  the   terms  of  any
         indemnification  agreement  between  the  Company  and  the  Executive,
         whichever affords or afforded greatest protection to the Executive, and
         the  Executive  shall be entitled to the  protection  of any  insurance
         policies  the Company or any  Associated  Company may elect to maintain
         generally  for the benefit of its  directors  and officers  (and to the
         extent the Company or an Associated Company maintains such an insurance
         policy or policies,  the  Executive  shall be covered by such policy or
         policies,  in accordance with its or their terms, to the maximum extent
         of the coverage  available for a person serving or having served in the
         positions and offices in which the Executive is serving or has served),
         against  all  costs,   charges  and  expenses  whatsoever  incurred  or
         sustained by him (or his legal representatives,  heirs, estate or other
         successors)  at the time such costs,  charges and expenses are incurred
         or  sustained,  in  connection  with any action,  suit or proceeding to
         which  he  (or  his  legal  representatives,  heirs,  estate  or  other
         successors) may be made a party by reason of his being or having been a
         director, officer or employee of the Company or any Associated Company,
         or by reason of his serving or having served any other  enterprise as a
         director,  officer or  employee  at the  request of the  Company or any
         Associated Company.

17.      DEFINITIONS AND INTERPRETATION

17.1     In this Agreement unless the context otherwise requires or as otherwise
         defined herein the following expressions have the following meanings:

17.1.1   "ASSOCIATED COMPANY"

         Any corporation,  limited liability company or other legal entity that,
         directly or indirectly through one or more intermediaries  controls, is
         controlled  by or is  under  common  control  with the  Company,  where
         "control"  means the power to  direct  or cause  the  direction  of the
         management and policies of such entity,  whether  through  ownership of
         voting securities, by contract or otherwise.

17.1.2   "BENEFIT PLANS"

         The 401(k) plan and other pension, retirement, life insurance, medical,
         health, accident,

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<PAGE>
         disability, welfare, savings, deferred compensation or similar plans of
         the Company and its Associated Companies.

17.1.3   "THE BOARD OF DIRECTORS"

         The Board of Directors for the time being of the Company  including any
         duly appointed committee thereof.

17.1.4   "THE BUSINESS OF THE GROUP"

         The business of the Company and the  Associated  Companies as described
         in the Schedule  hereto and such other  business or  businesses  as the
         Company or any  Associated  Company may enter into from time to time of
         which the Executive is aware.

17.1.5   "CAUSE"

         Any of the following:

         (a)  the Executive's  willful and continued  failure  substantially  to
              perform his duties  hereunder (other than as a result of sickness,
              injury or other  physical or mental  incapacity  or as a result of
              termination by the Executive for Good Reason); provided,  however,
              that such failure shall constitute "Cause" only if (x) the Company
              delivers  a written  demand  for  substantial  performance  to the
              Executive that specifies the manner in which the Company  believes
              the  Executive  has failed  substantially  to  perform  his duties
              hereunder  and (y) the  Executive  shall not have  corrected  such
              failure within 10 business days after his receipt of such demand;

         (b)  willful  misconduct  by the  Executive in the  performance  of his
              duties hereunder that is demonstrably and materially  injurious to
              the Company or any Associated  Company for which he is required to
              perform duties hereunder;

         (c)  the  Executive's  conviction of (or plea of nolo  contendere to) a
              felony under the laws of the United States or any state thereof or
              a criminal  offense  under the laws of the  United  Kingdom or any
              other non-U.S.  jurisdiction  that would constitute a felony under
              the laws of the United  States or of the state of Delaware  (other
              than an  offense  under  road  traffic  legislation  in the United
              Kingdom  or  elsewhere  for  which  a  non-custodial   penalty  is
              imposed); or

                                       23
<PAGE>
         (d)  the  Executive's  illegal or immoderate  use or abuse of alcoholic
              beverages or drugs in a manner that in the  reasonable  opinion of
              the Company  demonstrably  and materially  impairs the Executive's
              ability to perform his duties under this Agreement or demonstrably
              and materially  adversely affects the Executive's or the Company's
              reputation  with  customers  or  in  the  community  as  a  whole;
              provided,  however, that this clause (d) shall not apply to use of
              prescription  drugs in the manner  prescribed  by a  physician  or
              other duly licensed medical or health  practitioner  authorized to
              issue prescriptions for such prescription drugs.

         No action,  or failure to act,  shall be considered  "willful" if it is
         done by the Executive in good faith and with the reasonable belief that
         his action or omission was in the best interest of the Company.

17.1.6   "CHANGE IN CONTROL"

          The occurrence of any of the following:

         (a)  any event  pursuant to which any  "Person"  becomes an  "Acquiring
              Person" (as such terms are defined in that certain Agreement dated
              as of October  14,  1997  between  the  Company  and Harris  Trust
              Company of New York as Rights Agent,  as such Agreement  initially
              entered into effect as of such date);

         (b)  a   merger,   consolidation,   exchange,   combination   or  other
              transaction  involving  the  Company  and  another  entity (or the
              securities  of the Company  and such other  entity) as a result of
              which the  holders  of all of the  shares  of Common  Stock of the
              Company  outstanding  prior  to  such  transaction  do  not  hold,
              directly  or  indirectly,   shares  of  the   outstanding   voting
              securities  of,  or  other  voting  ownership  interests  in,  the
              surviving,  resulting or successor  entity in such  transaction in
              substantially the same proportions as those in which they held the
              outstanding  shares of  Common  Stock of the  Company  immediately
              prior to such transaction;

         (c)  the sale, transfer, assignment or other disposition by the Company
              and/or one or more Associated  Companies,  in one transaction or a
              series  of  transactions  within  any  period  of  18  consecutive
              calendar months (including,  without  limitation,  by means of the
              sale of capital stock of any subsidiary or subsidiaries of the


                                       24
<PAGE>
              Company) of assets  which  account for an aggregate of 50% or more
              of the consolidated  revenues of the Company and its subsidiaries,
              as  determined  in  accordance   with  U.S.   generally   accepted
              accounting  principles,  for the fiscal year most  recently  ended
              prior to the date of such transaction (or, in the case of a series
              of transactions as described above,  the first such  transaction);
              provided,  however,  that no such transaction  shall be taken into
              account if substantially all the proceeds thereof (whether in cash
              or in kind) are used after such transaction in the ongoing conduct
              by the Company and/or its  subsidiaries of the business  conducted
              by the Company and/or its subsidiaries prior to such transaction;

         (d)  the Company is dissolved; or

         (e)  a majority  of the  directors  of the Company are persons who were
              not  members  of  the  Board  of  Directors  as of the  date  (the
              "Reference  Date") which is the more recent of the date hereof and
              the date  which  is two  years  prior  to the  date on which  such
              determination  is made,  unless the first  election or appointment
              (or  the  first   nomination   for   election  by  the   Company's
              shareholders)  of each  director who was not a member of the Board
              of  Directors on the  Reference  Date was approved by a vote of at
              least  two-thirds of the Board of Directors in office prior to the
              time of such first election, appointment or nomination.

17.1.7   "THE CHIEF EXECUTIVE OFFICER"

         The Chief Executive Officer of the Company.

17.1.8   "GOOD REASON"

         The  occurrence  of any of the  following  (other  than by  reason of a
         termination of the Executive for Cause or Disability):

         (a)  the   position   or   responsibilities   of  the   Executive   are
              significantly reduced,  (including,  without limitation, by reason
              of the  elimination  of such  position or the failure to elect the
              Executive  to  such  position  or by  reason  of a  change  in the
              reporting  responsibilities to and of such position, or, following
              a Change in Control,  by reason of a substantial  reduction in the
              size of the Company or other  substantial  change in the character
              or  scope  of  the  Company's  operations),  or the  Executive  is
              assigned  without his written  consent to any duties  inconsistent
              with

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<PAGE>
              his  positions,  duties,  responsibilities  and  status  with  the
              Company immediately prior to such assignment;

         (b)  the  salary  provided  in  Clause  3  hereof  (as the  same may be
              increased  from time to time in accordance  with said Clause 3) is
              reduced  (except  if such  reduction  occurs  prior to a Change in
              Control and is part of an across-the-board reduction applicable to
              all senior level executives of the Group);

         (c)  the  annual  incentive  compensation  provided  for in Clause  3.2
              hereof is eliminated or reduced, or, if after a Change in Control,
              the  Executive's  participation  level is reduced or the manner of
              assessing  actual  performance is changed in a manner that results
              in the Executive earning less such compensation for a given period
              than he would have for the same period absent such change;

         (d)  the  Executive's  aggregate  level of  benefits  under the Benefit
              Plans is  reduced,  except  if such  reduction  occurs  prior to a
              Change in Control and is part of an across-the-board  reduction in
              such  benefits  applicable  to all senior level  executives of the
              Group;

         (e)  after a Change  in  Control,  the  Company  fails to  continue  to
              provide the  Executive  with  benefits and  perquisites  which are
              substantially  similar  in the  aggregate  to those  to which  the
              Executive is entitled  under the Company's  Benefit Plans in which
              the Executive was participating immediately prior to the Change in
              Control,  or fails to provide the  Executive  with  directors'  or
              officers'  insurance,  as  applicable,   at  least  at  the  level
              maintained immediately prior to the Change in Control;

         (f)  the Executive is required to change his regular work location to a
              location that is more than 35 miles from his regular work location
              prior to such change;

         (g)  the Company fails to pay the Executive any amount otherwise vested
              and due  hereunder or under any plan or policy of the Company,  or
              fails to comply with any other  provision of or perform any of its
              other obligations under this Agreement; or

         (h)  the Company  fails to obtain from any  successor and to deliver to
              the Executive  such  successor's  written  agreement to assume and
              agree to perform the Company's obligations under this Agreement.

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<PAGE>
         If the  Executive  delivers to the Company a Notice of  Termination  in
         connection  with an event  described  in Clauses (a) through (g) above,
         the  Company  shall have 10  business  days from the date of receipt of
         such notice to effect a cure of the event described  therein,  and upon
         cure thereof by the Company to the Executive's reasonable satisfaction,
         such event shall no longer  constitute  "Good  Reason" for  purposes of
         this Agreement.

17.1.9   "INTELLECTUAL PROPERTY"

         Letters  patent,  trademarks,  trade  names,  service  marks,  designs,
         copyrights,   utility   models,   design   rights,   applications   for
         registration of any of the foregoing and the right to apply for them in
         any part of the world, inventions,  drawings,  computer programs, trade
         secrets  and other  nonpublic  proprietary  information,  know-how  and
         rights of like nature  arising or  subsisting  anywhere in the world in
         relation to all of the foregoing whether registered or unregistered.

17.1.10  "IRS"

         The United States Internal Revenue Service,  or any successor agency of
         the United States Government.

17.1.11  "GROUP"

         The Company and the Associated Companies.

17.1.12  "STOCK OPTION PLAN"

         The Walsh  International  Inc.  and its  Subsidiaries  Stock Option and
         Restricted Stock Purchase Plan, as the same may be amended from time to
         time, or any employee  stock option plan that  replaces,  supersedes or
         supplements such plan.

17.2     The headings in this Agreement are for  convenience  only and shall not
         affect its construction or interpretation.

17.3     Any  reference  in this  Agreement  to a statutory  provision  shall be
         deemed to include a reference to any statutory amendment,  modification
         or re-enactment of it or to any legislation that supersedes it.


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<PAGE>
17.4     This Agreement  together with the Company  plans,  agreements and other
         arrangements  referred  to herein  contains  the  entire  understanding
         between the parties and supersedes the Original Agreement and any other
         prior  agreements,  arrangements and  understandings  (written or oral)
         between the Company and the Executive relating to the employment of the
         Executive  with  the  Company  or any  Associated  Company  which  such
         agreements,  arrangements  and  understandings  shall be deemed to have
         been  terminated  by  mutual  consent;  provided,  however,  that  this
         Agreement  shall  not  terminate  any  agreement  in effect on the date
         hereof  between  the Company and the  Executive  granting or  otherwise
         relating to any stock option, and any such agreement shall be deemed to
         be  modified  and  amended  hereby to the extent that the terms of such
         agreement  are  inconsistent  with  the  terms  hereof.  The  Executive
         acknowledges that he has not entered into this Agreement in reliance on
         any warranty,  representation  or undertaking which is not contained in
         or specifically incorporated in this Agreement.

17.5     The various  Clauses of this  Agreement are severable and if any Clause
         or identifiable  part thereof is held to be invalid or unenforceable by
         any  court  of  competent   jurisdiction   then  such   invalidity   or
         unenforceability shall not affect the validity or enforceability of the
         remaining Clauses or identifiable parts thereof in this Agreement,  and
         the  parties   hereto   agree  that  the   portion  so  held   invalid,
         unenforceable or void shall, if possible,  be deemed amended or reduced
         in scope, or otherwise be stricken from this  agreement,  to the extent
         required for the purposes of the validity and enforcement hereof.

17.6     Unless the context otherwise requires,  any reference in this Agreement
         to the  employment  of the  Executive  or the  Executive's  last day of
         active  employment  refers  to  the  Executive's  employment  with  the
         Company.

17.7     Unless  the  context  otherwise  requires,  any  reference  herein to a
         Benefit Plan or other plan, agreement,  arrangement,  policy or program
         of the "Company," or to a benefit,  payment or contribution provided or
         to be provided to the Executive by the "Company" shall be understood to
         include any  Benefit  Plan,  plan,  agreement,  arrangement,  policy or
         program  of  any  Associated  Company,  or  any  benefit,   payment  or
         contribution  provided  or to be  provided  to  the  Executive  by  any
         Associated Company, respectively.

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<PAGE>
17.8     This Agreement is governed by and shall be construed in accordance with
         the laws of the State of  Delaware,  and the parties to this  Agreement
         hereby submit to the nonexclusive jurisdiction of the federal and state
         courts sitting in Wilmington, Delaware.

18.      EFFECTIVENESS

18.1     The  amendment and  restatement  of the Original  Employment  Agreement
         pursuant to and in accordance  with the terms hereof shall be effective
         as of the date first above  written.  All  references  to the  Original
         Agreement in agreements,  instruments  and other documents in existence
         on the date  hereof  shall  from and after  such date be deemed for all
         purposes to refer to this Agreement, as so amended and restated.

         IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by
an authorized  representative of the Company and by the Executive as of the date
first above written.

                                              WALSH INTERNATIONAL INC.

                                              By: /s/
                                                 -------------------------------
                                              Name:
                                              Title:


                                              EXECUTIVE:

                                                  /s/
                                              ----------------------------------
                                              Martyn Williams


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<PAGE>
SCHEDULE

BUSINESS OF THE GROUP

         The  Business of the Group  consists  of the  provision  of  electronic
management systems, sales management  information systems,  medical professional
databases and services  related to those  databases,  including direct marketing
and consulting, primarily to the pharmaceutical and healthcare industries.






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