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                                                                   EXHIBIT 10.20



                              DATAWORKS CORPORATION
                      5910 PACIFIC CENTER BLVD., SUITE 300
                           SAN DIEGO, CALIFORNIA 92121

September 29, 1997


Mr. Robert C. Vernon
3230 Rutledge Drive
Las Vegas, NV  89120

Re:  Employment Terms

Dear Mr. Vernon:

        DataWorks Corporation (the "Company") is pleased to offer you the
position of President, International Operations, on the terms set forth below,
effective immediately following the closing of the strategic merger between the
Company and Interactive Group, Inc. As such, you will head DataWorks'
international ERP market and will represent all DataWorks products, including
the JIT and INFOFLO product lines. During your employment with the Company, you,
and your principal offices, will be based in the Las Vegas area; and you will
report directly to Stuart W. Clifton.

        Your base compensation will be $250,000 per annum. Upon countersigning
this letter accepting this offer of employment (provided the closing of the
merger between the Company and Interactive has occurred), you will be entitled
to receive from the Company a "retention bonus" of $300,000, payable quarterly
over two years on the first day of each calendar quarter hereafter, to be paid
in installments of $37,500 (with the first payment of $37,500 to be paid on
October 1, 1997). Your compensation hereunder will be subject to payroll
deductions and all required withholdings, and you will be entitled to additional
compensation, including stock options, as may be agreed upon by you and the
Company. In any event, you will be eligible to participate in and benefit from
the employee benefit plans and benefit arrangements of the Company, including
its bonus and stock award programs, to the same extent the Company's other
executive officers are so eligible. You will be evaluated for any award under
the Company's bonus plan as then in effect at the Chief Executive Officer level.

        Immediately following the effectiveness of your employment with the
Company as provided above, you will be granted an option to purchase 40,000
shares of Common Stock of the Company pursuant to the Company's 1995 Equity
Incentive Plan, at an exercise price equal to 110% of the fair market value of
the Common Stock on the date of such effectiveness and vesting in accordance
with the Company's standard policies so long as you continue to be employed with
the Company. Such option shall be an incentive stock option to the extent
compliant with applicable law, and a nonstatutory stock option to the extent
necessary to ensure such compliance.


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Mr. Robert C. Vernon
September 29, 1997
Page Two


Further, the grant of such option shall not preclude you from receiving other
option grants as described in the preceding paragraph.

        You will be paid on the Company's normal paydays. As an exempt salaried
employee, you will be expected to work the hours required by the nature of your
work assignments. The Company may modify your position, duties, compensation and
benefits from time to time as it deems necessary; provided, however that an
adverse and substantial reduction in the nature or status of your
responsibilities or in your base compensation, other than for Cause (as defined
below), or a change in your work location without your consent, shall be deemed
a constructive termination without Cause for purposes of this Agreement.

        As a Company employee, you will be expected to abide by Company rules
and regulations, and (if requested by the Company) sign and comply with a
confidentiality agreement or a proprietary information and inventions agreement,
which, among other things, prohibits unauthorized use or disclosure of Company
proprietary information.

        Your employment relationship with the Company is at-will. Subject only
to the obligation to pay you the severance benefits described in next paragraph
and the retention bonus payments described above in the event the Company
terminates your employment without Cause, in order to protect our mutual
employment rights, either you or the Company may terminate your employment
relationship at any time and for any reason whatsoever, with or without Cause or
advance notice. This at-will employment relationship cannot be changed except in
a writing signed by a duly authorized officer of the Company.

        In the event the Company terminates your employment without Cause, in
addition to receiving continued payment of your retention bonus until it is
fully paid, you shall receive as severance an aggregate amount equal to your
then annual base salary, which amount shall be paid in equal monthly
installments over the 12-month period following the date of termination. "Cause"
for termination shall mean (a) willful breach or habitual neglect of your duties
and failure to remedy your performance within 30 days after written notice to
you, or (b) misconduct, including but not limited to: (i) conviction of any
felony or of any crime involving moral turpitude or dishonesty; (ii)
participation in any fraud against the Company; (iii) breach of your Proprietary
Information and Inventions Agreement; or (iv) conduct by you which in the good
faith and reasonable determination of the Board of Directors of the Company
demonstrates your gross unfitness to serve.



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Mr. Robert C. Vernon
September 29, 1997
Page Three


        The employment terms in this letter supersede any other agreements or
promises made to you by anyone, whether oral or written, including any
employment agreement or arrangement between you and the Company in existence
prior to the date hereof.

                                        Sincerely,

                                        DATAWORKS CORPORATION



                                        /s/ Norman R. Farquhar
                                        ---------------------------------------
                                        Norman R. Farquhar
                                        Executive Vice President and
                                        Chief Financial Officer

Accepted by:



/s/ Robert C. Vernon
-----------------------------
Robert C. Vernon


9/24/97
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Date