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)       LEONARD R. BENJAMIN (the "Executive") of 14 Abby Drive, Lawrenceville,
          New Jersey 08648.

         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  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:

2.1.1     serve the Company to the best of his  ability in the  capacity of Vice
          President, General Counsel and Secretary; and


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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     unless prevented by sickness,  injury or otherwise agreed by the Chief
          Executive  Officer,  devote his full time and  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 under this Agreement;
          and

2.1.5     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.

3.        REMUNERATION

3.1       The Company shall pay to the Executive  during the  continuance of his
          employment a salary at the rate of $171,600 per year and an automobile
          allowance  at the rate of $630 per month.  The salary shall be payable
          in  equal  semi-monthly   installments  in  arrears  or  as  otherwise
          determined by the Company on a company-wide basis.

3.2       During  the  continuance  of his  employment  the  Executive  shall be
          entitled to an annual bonus based upon the  achievement of performance
          criteria  established  by the  Company.  The  target  amount  for  the
          achievement of 100% of targeted  performance will not be less than 25%
          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.

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<PAGE>
3.4       Notwithstanding anything to the contrary contained in the terms of any
          stock option  granted to the  Executive  under the Stock  Option,  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.        EXPENSES

5.1       The Company shall 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.

5.2       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.

6.        HOLIDAYS

6.1       The  Executive  shall  (in  addition  to the  usual  public  and  bank
          holidays) be entitled  during the  continuance of his employment to 22
          working days' paid holiday in each holiday year of the Company,  which
          shall be the calendar year.

6.2       Without  the consent of the Chief  Executive  Officer,  the  Executive
          shall not be  entitled  to carry  forward  any of his  annual  holiday
          entitlement from one holiday year to the next.

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<PAGE>

7.        INCAPACITY

7.1       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.

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

8.        INTELLECTUAL PROPERTY

8.1       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.

8.2       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.


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<PAGE>

8.3       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 8.1.

8.4       All  rights  and  obligations  under  this  Clause  8  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.

9.        CONFIDENTIALITY

9.1       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.

9.2       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 


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<PAGE>


          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.

10.       TERMINATION OF EMPLOYMENT

10.1      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 (i) by giving the  Executive  a
          Notice of Termination  in accordance  with Clause 14.2 hereof at least
          12 months prior to the effective date of such termination specified in
          such notice (a "Notice  Period  Termination"),  or (ii) if the Company
          should so elect in its absolute discretion, with immediate effect upon
          delivery of a Notice of  Termination  in  accordance  with Clause 14.2
          hereof,  in which case the effective date of termination  shall be the
          date  of  personal  delivery  of such  Notice  of  Termination  to the
          Executive   (an   "Immediate   Termination").   In   addition  to  the
          requirements of Clause 14.2 hereof, a Notice of Termination  delivered
          by the Company  pursuant to the immediately  preceding  sentence shall
          specify  whether it is  effecting a Notice  Period  Termination  or an
          Immediate  Termination.  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 14.2 hereof,  and
          the  effective  date  of  such  termination  shall  be  determined  in
          accordance with Clause 10.1.4.

10.1.1    Except as provided in Clause  10.1.3,  in the event of a Notice Period
          Termination,  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.

10.1.2    Except as  provided  in Clause  10.1.3,  in the event of an  Immediate
          Termination:
          
          (a)  the Company shall pay to the Executive,  on the effective date of
               such termination, a lump-sum cash amount equal to the Executive's
               annual  salary  for the year in  which  such  termination  occurs
               (without  giving  effect to any  reduction  thereto  unless  such
               reduction was made with the Executive's prior written consent);

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<PAGE>

          (b)  the Company  shall  provide  continued  coverage at the levels of
               coverage in effect on the effective  date of such  termination at
               no direct cost to the Executive  under the Company's  medical and
               life insurance plans until the earlier of (i) the date that is 12
               months  after such  effective  date or (ii) the date on which the
               Executive  becomes covered under another  employer's group health
               plan; 

          (c)  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 25% 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  16.1.8(b),  the
               annual salary used for  computation  under this Clause  10.1.2(c)
               shall be the one in effect prior to the reduction  referred to in
               Clause  16.1.8(b);  and 

          (d)  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.

  10.1.3  Notwithstanding the other provisions of this Clause 10.1, 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) two times the sum of (A) his then current annual salary under
               Clause  3 and (B) 25% of his then  current  annual  salary  under
               Clause 3  (representing  his annual bonus for the  achievement of
               100% of performance

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<PAGE>


               objectives,  irrespective of whether performance  objectives have
               been achieved), plus (ii) a bonus for the then current year equal
               to 25% of his then annual salary under Clause 3, (irrespective of
               whether  performance  objectives have been  achieved),  provided,
               however,  that in the  event of a  termination  for  Good  Reason
               pursuant  to  Clause  16.1.8(b),   the  annual  salary  used  for
               computation  under  this  Clause  10.1.3(a)  shall  be the one in
               effect prior to the reduction referred to in Clause 16.1.8(b);
       
          (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,  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

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<PAGE>

               been frivolous, the Executive shall reimburse the Company for all
               amounts paid by the Company pursuant to this Clause 10.1.3(d).

   10.1.4  Except as provided in Clause 10.1.3,  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  Clause  10.1.1 on the day on which the  Executive
           delivers  his Notice of  Termination  pursuant to Clause  10.1.1 (the
           "Company  Reference  Termination").  The  Executive  shall  have  the
           option,  in his  absolute  discretion,  to elect  whether the Company
           Reference  Termination  shall be a Notice  Period  Termination  or an
           Immediate  Termination,  and the  Executive's  Notice of  Termination
           pursuant to Clause  10.1.1 shall  specify  whether he has elected the
           rights and benefits  relating to a Notice  Period  Termination  or an
           Immediate  Termination.  The effective  date of a termination  by the
           Executive  pursuant  to this Clause 10.1 shall be the date that would
           have been the effective date of the Company Reference Termination.

   10.2    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 14.2 and, if applicable,  after
           complying  with Clause 16.1.5  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 14.2 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.

   10.3    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 

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<PAGE>

           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.

   10.4    Death or Disability.

   10.4.1  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  fully resumes his  performance  hereunder and provides
           the Company with a certificate from a physician or other  appropriate
           expert   reasonably   acceptable  to  the  Company   certifying   the
           Executive's  ability to perform his duties  hereunder,  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 

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<PAGE>



           employment  based on such previous  period of absence.  Circumstances
           justifying  termination of the Executive's  employment by the Company
           pursuant   to  this   Clause   10.4.1  are   referred  to  herein  as
           "Disability."  Any  refusal by the  Executive  to submit to a medical
           examination by a physician or other  appropriate  expert  selected by
           the Company for the purposes of certifying his ability to perform his
           duties and  responsibilities  hereunder  shall,  at the option of the
           Company,   be  deemed  to  constitute   conclusive  evidence  of  the
           Executive's inability to perform such duties and responsibilities.

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

   10.4.3  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  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.

   10.5    Upon  the  termination  of his  employment  the  Executive  shall  be
           entitled to accrued  holiday  pay (which  accrues at the rate of 1.83
           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.

   10.6    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 10, the Company shall not be under any

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<PAGE>


           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 16.1.8  (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
           Company (but without  claim for  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.

10.7      The Executive  shall have no obligation to take any action to mitigate
          or offset any amounts  payable by the Company  pursuant to this Clause
          10, 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.

10.8      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  5, 8 though  11,  and 13
          through 17, inclusive,  of this Agreement,  all of which shall survive
          the  effective  date of such  termination  of employment in accordance
          with their respective terms.

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<PAGE>


10.9      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.

11.       EXECUTIVE'S COVENANTS

11.1      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 Clause  9.2 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 11.2 and 11.3 in order to provide the
          Company and its  Associated  Companies  with what he  considers  to be
          reasonable protection for those interests.

11.2      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.

11.3      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:

11.3.1    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


                                       13
<PAGE>

          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

11.3.2    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

11.3.3    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 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

11.3.4    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

11.3.5    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 

                                       14

<PAGE>

           employment  (whether or not such person  would commit a breach of his
           contract of employment by so doing).

11.4      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 11.3 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.

11.5      Notwithstanding  the  generality of the covenants  contained in Clause
          11.3.1  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  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.

11.6      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.

11.7      The covenants contained in Clauses 11.3.1,  11.3.2, 11.3.3, 11.3.4 and
          11.3.5 are intended to be separate and  severable and  enforceable  as
          such.

11.8      In the event of a breach of Clauses 11.3.1, 11.3.2, 11.3.3, 11.3.4, or
          11.3.5,  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.


                                       15
<PAGE>

12.       DISCIPLINARY AND GRIEVANCE PROCEDURES

12.1      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.

12.2      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.

12.3      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.

13.       ASSIGNMENT

13.1      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.

13.2      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.

13.3      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.

                                       16
<PAGE>


14.       NOTICES

14.1      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.

14.2      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  14.1 above and the  relevant  provisions  of Clause 10. A
          Notice  of  Termination   shall  identify  the  specific   termination
          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.

15.       MISCELLANEOUS

15.1      Golden Parachute Tax

15.1.1    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  15.1,  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 15.1.3), 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,




                                       17
<PAGE>

          within 15 days following the determination  described in Clause 15.1.2
          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.

15.1.2    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  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 15.1.3 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.

15.1.3    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, 

                                       18

<PAGE>

           (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 result of such  representation  and payment of costs and
           expenses.  Without  limiting the foregoing  provisions of this Clause
           15.1.3, 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

                                       19
<PAGE>


           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.

 15.1.4    If, after the receipt by the  Executive of an amount  advanced by the
           Company pursuant to Clause 15.1.3,  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
           15.1.3)  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  15.1.3,  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  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.

 15.2      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.

 15.3      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.

 15.4      Except as expressly  provided in this Clause 15, 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. 

                                       20

<PAGE>


 15.5      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.

 15.6      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.

 15.7      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 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. 

                                       21

<PAGE>


 16.       DEFINITIONS AND INTERPRETATION

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

16.1.1    "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.

16.1.2    "BENEFIT  PLANS"
          The  401(k)  plan  and  other  pension,  retirement,  life  insurance,
          medical,  health, accident,  disability,  welfare,  savings,  deferred
          compensation  or  similar  plans  of the  Company  and its  Associated
          Companies.

16.1.3    "THE BOARD OF DIRECTORS"
          The Board of Directors for the time being of the Company including any
          duly appointed committee thereof.

 16.1.4    "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.

 16.1.5    "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

                                       22

<PAGE>



                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;
                or

          (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.

                                       23

<PAGE>


 16.1.6    "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  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 


                                       24
<PAGE>



               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.

16.1.7    "THE CHIEF EXECUTIVE OFFICER"
          The Chief Executive Officer of the Company.

16.1.8    "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 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

                                       25
<PAGE>




                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.

16.1.9     "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.

 16.1.10   "IRS"

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

 16.1.11   "GROUP"

           The Company and the Associated Companies.

 16.1.12   "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.

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

 16.3      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.

                                       27
<PAGE>


 16.4      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.

16.5      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.

16.6      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.

16.7      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>


16.8      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.

17.       EFFECTIVENESS

17.1      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/
                                                        ------------------------
                                                        Leonard R. Benjamin



                                       29

<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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