<PAGE>   1

                                                                    Exhibit 10.1

                       [DataWorks Corporation Letterhead]



August 4, 1998

Mr. Mark Hellinger
1211 Santa Luisa Drive
Solana Beach, CA  92075

Dear Mark:

This letter sets forth the terms of your separation from DataWorks Corporation
(together with each of its subsidiaries, the "Company") and termination as an
officer, employee or member of the board of directors of the any subsidiary of
the Company. The terms of the separation are as follows:

1.      SEPARATION. You will cease to be an officer, employee or member of the
        board of directors of any subsidiary of the Company effective as of
        August 4, 1998 (the "Separation Date").

2.      ACCRUED SALARY AND PAID TIME OFF. The Company, forthwith, will pay you
        all accrued salary, and all accrued and unused paid time off, consistent
        with the Company's policies, earned through the Separation Date, subject
        to standard payroll deductions and withholdings.

3.      EXISTING AGREEMENTS WITH THE COMPANY; NONCOMPETITION. You are a party to
        that certain offer letter entitled "Employment Terms" dated September
        29, 1997 with the Company concerning, among other things, certain terms
        of your separation from the Company. A copy of the Employment Terms is
        attached as Exhibit A. You are also a party to a Noncompetition
        Agreement with the Company dated September 29, 1997, a copy of which is
        attached as Exhibit B. These agreements govern certain of your
        activities from and after the Separation Date and you should read them
        carefully. In particular, the Noncompetition Agreement contains certain
        covenants concerning competing activities, nonsolicitation, and
        noninterference with the Company's business through September 29, 2000.

4.      SALARY AND RETENTION BONUS PAYMENTS. Pursuant to the Employment Terms,
        you will be paid the balance of your retention bonus until fully paid.
        You will also be paid an amount equal to your current base salary over a
        twelve (12)-month period following termination.

5.      OPTIONS. Each outstanding option to purchase Common Stock of the
        Company which is held by you as of the Separation Date will continue to
        be governed by the terms of the option agreement pursuant to which such
        option was granted.



                                       1.
<PAGE>   2

6.       NO OTHER COMPENSATION OR BENEFITS. Except as expressly provided herein,
         you will not receive any compensation, severance, benefits, and shares
         of stock or stock options, after the Separation Date.

7.       EXPENSE REIMBURSEMENTS. Within five (5) business days of the Separation
         Date, you will submit your final documented expense reimbursement
         statement reflecting all business expenses you incurred through the
         Separation Date, if any, for which you seek reimbursement. The Company
         will reimburse you for these expenses pursuant to its regular business
         practice.

8.       RETURN OF COMPANY PROPERTY. You will immediately return to the Company
         all Company documents (and all copies thereof) and other Company
         property which you have had in your possession at any time, including,
         but not limited to, Company files, notes, drawings, records, business
         plans and forecasts, financial information, specifications,
         computer-recorded information, tangible property (including, but not
         limited to, computers), credit cards, entry cards, identification
         badges and keys; and, any materials of any kind which contain or embody
         any proprietary or confidential information of the Company (and all
         reproductions thereof).

9.       PROPRIETARY INFORMATION OBLIGATIONS. Both during and after your
         employment you will refrain from any use or disclosure of the Company's
         proprietary or confidential information or materials without prior
         written authorization from a duly authorized representative of the
         Company. The Proprietary Information and Inventions Agreement which you
         have executed, a copy of which is attached hereto as Exhibit C (the
         "Proprietary Information and Inventions Agreement") will continue to
         apply pursuant to its terms following the Separation Date. You should
         read this document carefully to understand your obligations to the
         Company.

                                            Sincerely,

                                            DataWorks Corporation



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

         Exhibit A - Employment Terms
         Exhibit B - Noncompetition Agreement
         Exhibit C - Proprietary Information and Inventions Agreement



                                       2.
<PAGE>   3

                                Employment Terms



                                       1.
<PAGE>   4

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

September 29, 1997


Mr. Mark Hellinger
1211 Santa Luisa Drive
Solana Beach, CA 92075

Re:      Employment Terms

Dear Mr. Hellinger:

         DataWorks Corporation (the "Company") is pleased to offer you the
position of President, Mid-Tier Division, 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 U.S.
Mid-Tier ERP market. You will report directly to me.

         Your base compensation will be $200,000 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 Executive Vice President level.

         Immediately following the effectiveness of your employment with the
Company as provided above, you will be granted an option to purchase 25,000
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. 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 



<PAGE>   5

Mr. Mark Hellinger
September 29, 1997
Page 2

Company or may modify your position, duties, work location, 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), 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 payment 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.

         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



<PAGE>   6

Mr. Mark Hellinger
September 29, 1997
Page 3



                            Chief Financial Officer



Accepted by:



/s/ Mark Hellinger
------------------------
Mark Hellinger


9/29/97
------------------------
Date



<PAGE>   7

                                    Exhibit B
                            Noncompetition Agreement



<PAGE>   8

                            NONCOMPETITION AGREEMENT

         This NONCOMPETITION AGREEMENT (the "Agreement") is made as of September
29, 1997, by and among DataWorks Corporation, a California corporation
("Parent"), DataWorks Acquisition Sub, Inc., a Delaware corporation ("Merger
Sub"), and Mark Hellinger ("Stockholder").

                                    RECITALS

         Stockholder is a stockholder of Interactive Group, Inc., a Delaware
corporation ("Company"). Parent, Merger Sub and Company have entered into an
Agreement and Plan of Merger and Reorganization dated as of July 31, 1997 (the
"Reorganization Agreement"), providing for the acquisition (the "Acquisition")
by Parent of Company pursuant to a merger of Merger Sub and Company (the
"Merger"). Stockholder plans to vote in favor of the Merger and receive all the
benefits of the Merger; and in connection therewith and in exchange for the
additional consideration provided herein, Stockholder has agreed pursuant to and
to the extent permitted by Section 16601 of the Business and Professions Code of
the State of California not to compete with Company in the manner and to the
extent herein set forth. Stockholder is entering into this Agreement as an
inducement to Parent and Merger Sub to consummate the Merger, with all of the
attendant financial benefits to Stockholder as a stockholder of Company.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants herein
contemplated and intending to be legally bound hereby, Merger Sub, Parent and
Stockholder agree as follows:

1. ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges that by virtue of
his position with Company he has developed considerable expertise in the
business operations of Company and has had access to extensive confidential
information with respect to Company. Stockholder recognizes that Merger Sub and
Parent would be irreparably damaged, and their substantial investment in Company
materially impaired, if Stockholder were to enter into an activity competing
with Company's business in violation of the terms of this Agreement or if
Stockholder were to disclose or make unauthorized use of any confidential
information concerning the business of Company. Accordingly, Stockholder
expressly acknowledges that he is voluntarily entering into this Agreement and
that the terms and conditions of this Agreement are fair and reasonable to
Stockholder in all respects.

2. CONFIDENTIALITY. Stockholder hereby expressly affirms that any
confidentiality agreement previously entered into between Company and
Stockholder in effect as of the date hereof (the "Confidentiality Agreement") is
and shall remain in full force and effect and Stockholder specifically agrees
that the rights and privileges of Company under the Confidentiality Agreement
shall inure to the benefit of Parent and Merger Sub, to the same extent as if
they were original parties thereto, as well as to Company. Further, Stockholder
hereby expressly agrees that Company's rights under this Agreement are in
addition to, but not in substitution of, its rights under the Confidentiality
Agreement and the Confidentiality Agreement remains in full force and effect.



<PAGE>   9

3. NONCOMPETITION. Until the later of (a) three (3) years after completion of
the Merger or (b) two (2) years after termination of Stockholder's employment
with Parent, Stockholder shall not, directly or indirectly, without the prior
written consent of Parent, (i) own, manage, operate, join, control, finance or
participate in the ownership, management, operation, control or financing of, or
be connected as an officer, director, employee, partner, principal, agent,
representative, consultant, licensor, licensee or otherwise with, any business
or enterprise engaged in any business which is competitive with the business of
Company, within each of the geographical units which are listed in Appendix A
hereto (the "Territory"), or (ii) engage in any other manner, within the
Territory, in any business which is competitive with the business of Company.
For the purposes of this Section 3, the "business of Company" shall be defined
as set forth in Appendix B hereto (which also includes a list of companies
deemed by the parties to be in competition with the business of Company and
therefore covered by the terms of this Noncompetition Agreement).
Notwithstanding the above, Stockholder shall not be deemed to be engaged
directly or indirectly in any business in contravention of subparagraphs (i) or
(ii) above, if (x) Stockholder participates in any such business solely as a
passive investor in up to 1% of the equity securities of a company or
partnership, the securities of which are publicly traded, or (y) Stockholder is
employed by a business or enterprise that is engaged primarily in a business
other than the business of Company and Stockholder does not apply his expertise
at such business or enterprise to that part of such business or enterprise that
is or could be competitive with the business of Company.

4. NON-INTERFERENCE. Stockholder further agrees that until the later of (a)
three (3) years following completion of the Merger or (b) two (2) years
following termination of Stockholder's employment with Parent, he will not,
without the prior written consent of Parent, (i) interfere with the business of
Company, Parent or Merger Sub, by soliciting, attempting to solicit, inducing,
or otherwise causing any employee or consultant of Company, Parent or Merger Sub
to terminate his or her employment as such in order to become an employee,
consultant or independent contractor to or for any competitor of Company, Parent
or Merger Sub or to or for any company with which Stockholder is associated in
any way; or (ii) induce or attempt to induce any customers, suppliers,
distributors, resellers, or independent contractor of Company to terminate their
relationships with, or to take any action that would be disadvantageous to the
business of, Company.

5. NONCOMPETITION PAYMENT. In consideration of Stockholder's obligations
described herein, concurrent with the Effective Time (as defined in the
Reorganization Agreement) of the Merger, the Company shall pay to Stockholder
the amount of $525,000.

6. INDEPENDENCE OF OBLIGATIONS. The covenants of Stockholder set forth in this
Agreement shall be construed as independent of any other agreement or
arrangement between Stockholder, on the one hand, and Merger Sub, Company or
Parent or any of their subsidiaries, on the other, and the existence of any
claim or cause of action by Stockholder against Merger Sub, Company or Parent or
any of their subsidiaries shall not constitute a defense to the enforcement of
such covenants against Stockholder.

7. EQUITABLE RELIEF. Stockholder expressly acknowledges that damages alone will
not be an adequate remedy for any breach by Stockholder of the covenants set
forth in Sections 2, 3, and 4 hereof and that the other parties hereto, in
addition to any other remedies which they may 



<PAGE>   10

have, shall be entitled, as a matter of right, to injunctive relief, including
specific performance, in any court of competent jurisdiction with respect to any
actual or threatened breach by Stockholder of any of said covenants.

8. SEVERABILITY, ETC.

(a) If any provision of this Agreement shall be held by a court of competent
jurisdiction to be excessively broad as to duration, activity or subject, it
shall be deemed to extend only over the maximum duration, activity and/or
subject as to which such provision shall be valid and enforceable under
applicable law. If any provisions shall, for any reason, be held by a court of
competent jurisdiction to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

(b) The parties intend that the covenant contained in Section 3 above shall be
construed as a series of separate covenants, one for each geographical unit
specified. Except for geographical coverage, each such separate covenant shall
be deemed identical in terms to the covenant contained in Section 3 above. If,
in any judicial proceeding, a court shall refuse to enforce any of the separate
covenants deemed included in this Agreement, then the unenforceable covenant
shall be deemed eliminated from these provisions for the purpose of those
proceedings to the extent necessary to permit the remaining separate covenants
to be enforced.

9. NOTICES. All notices or other communications hereunder shall be in writing
and deemed given if and when delivered to a party in person, or if and when
mailed by registered or certified mail, return receipt requested, to the parties
at the addresses set forth below or such other addresses as shall be specified
by notice to the other party hereunder:

         To Parent or
         Merger Sub at:

                                    DataWorks Corporation
                                    5910 Pacific Center Boulevard
                                    San Diego, CA 92121
                                    Attn:  President


         To Stockholder at:

                                    1211 Santa Luisa Drive
                                    Solana Beach, CA  92075

10. WAIVER OF BREACH. The failure or delay by Parent or Merger Sub in enforcing
any provision of this Agreement shall not operate as a waiver thereof, and the
waiver by Parent or Merger Sub or a breach of any provision of this Agreement by
Stockholder shall not operate or be construed as a waiver of any subsequent
breach or violation thereof. All waivers shall be in writing and signed by the
party to be bound.



<PAGE>   11

11. ASSIGNMENT. This Agreement shall be assignable by Parent or Merger Sub only
to any person, firm or corporation which may become a successor in interest by
purchase, merger or otherwise to Parent, Merger Sub or Company or the business
operated by Parent, Merger Sub or Company. This Agreement is not assignable by
Stockholder.

12. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the Confidentiality
Agreement represent the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements and
understandings of the parties in connection therewith (other than the
Confidentiality Agreement). They may not be altered or amended except by an
agreement in writing signed by the parties to be bound.

13. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of Parent and its permitted successors and assigns and Stockholder and
Stockholder's heirs and legal representatives.

14. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California as applied to
contracts entered into between California residents and to be performed entirely
within California.

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

                                        STOCKHOLDER

                                        /s/ Mark Hellinger
                                        ----------------------------------------


                                        DATAWORKS CORPORATION

                                        By: /s/ Norman R. Farquhar
                                        ----------------------------------------



                                        DATAWORKS ACQUISITION SUB, INC.

                                        By: /s/ Norman R. Farquhar
                                        ----------------------------------------



<PAGE>   12

                                   APPENDIX A

                                    TERRITORY

         (1) All counties of California, (2) all other states and territories of
the United States of America and provinces and territories of Canada, and (3)
any other foreign country or territory in which the business of Company is
carried on, or in which Company intends to carry on business.



                                       5.
<PAGE>   13

                                   APPENDIX B

                                    BUSINESS



         Enterprise Resource Planning (ERP)-related software applications for
the manufacturing and industrial product marketplaces.



<PAGE>   14

                                    Exhibit C
                Proprietary Information and Inventions Agreement



                                       7.
<PAGE>   15

                              DATAWORKS CORPORATION
                   CONFIDENTIALITY, NON-DISCLOSURE, ASSIGNMENT
                          OF INTELLECTUAL PROPERTY AND
                              ASSOCIATION AGREEMENT


I. PREAMBLE:

        A. The parties to this Agreement are:

                1. DataWorks Corporation, Inc., its subsidiaries and affiliates
(hereinafter "DataWorks");

                2. Mark Hellinger, a potential current employee of, or current
independent contractor with DataWorks (hereinafter "ASSOCIATE").

        B. Consideration:

        ASSOCIATE is an employee, a prospective employee or independent
contractor working for DataWorks. This Agreement is intended to formalize in
writing certain understandings and procedures which have been in effect since
the time the ASSOCIATE was initially employed or engaged by DataWorks. In
consideration of the ASSOCIATE's original and continuing employment with, or
work for DataWorks in a capacity in which he or she may receive, or contribute
to the production of, Confidential Information or Intellectual Property (as
defined below), ASSOCIATE hereby confirms his or her understanding and agreement
as follow:

II. DEFINITIONS:

        A. For purposes of this agreement, "Confidential Information" shall mean
information or material proprietary to DataWorks or designated as Confidential
Information by DataWorks and not generally known by non-DataWorks personnel,
which the ASSOCIATE develops, or of which ASSOCIATE obtains knowledge, or to
which the ASSOCIATE may obtain access, through or as result of, the ASSOCIATE's
relationship with DataWorks (including information conceived, originated,
discovered or developed in whole or in part by ASSOCIATE). Confidential
Information includes, but is not limited to the following types of information
and other information of a similar nature (whether or not reduced to writing):
discoveries, ideas, concepts, software in various stages of development,
designs, drawings, specifications, techniques, models, data, source code, object
code, data structures, instruction sets, documentation, diagrams, flow charts,
research, development, training methods, training manuals, processes,
procedures, "know-how", marketing techniques and materials, marketing and
development plans, customer names and other information related to customers,
price lists, pricing policies and financial information. Confidential
Information also includes any information described above which DataWorks
obtains from other entities and which DataWorks treats as proprietary or
designates as Confidential Information, whether or not owned or developed by
DataWorks. INFORMATION PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT
OR AFTER THE TIME ASSOCIATE FIRST LEARNS OF SUCH INFORMATION, OR GENERIC
INFORMATION OR KNOWLEDGE WHICH 



<PAGE>   16

ASSOCIATE WOULD HAVE LEARNED IN THE COURSE OF SIMILAR EMPLOYMENT OR WORK
ELSEWHERE IN THE TRADE, SHALL NOT BE DEEMED PART OF THE CONFIDENTIAL
INFORMATION.

        B. For purposes of this agreement, "DataWorks' Business" shall mean the
design, manufacture, fabrication, development, testing, marketing, advertising,
servicing, authorship, sales, and licensing of: computers, computer hardware,
computer software, services, services related to the support of data processing
services, computer firmware and computer manuals as well as the training and
education of computer users.

        C. For purposes of this agreement "Intellectual Property" shall mean
those forms of authorship (as understood from Title 17 of the United States
Code), invention (as understood by Title 35 of the United States Code) and
identification (as understood from Title 15 of the United States Code
Section 1051 et seq., trademarks and servicemarks) and such other forms of
property rights in ideas, "know-how", inventions discoveries or in their
physical embodiments as shall be authorized by state, local, territorial,
federal or international law.

III. ASSOCIATE AGREES:

        A. ASSOCIATE agrees during his or her employment by DataWorks and for
two years thereafter to hold in confidence and not to directly or indirectly
reveal, report, publish, copy, disclose or transfer any Confidential Information
to any person or entity or utilize any Confidential Information for any purpose
except in the course of ASSOCIATE's work for DataWorks.

        B. ASSOCIATE agrees to promptly disclose to DataWorks, all Intellectual
Property conceived during the term of his or her employment.

        C. ASSOCIATE agrees that all Intellectual Property meeting the
conditions of California Labor Code, Section 2870, is the exclusive property of
DataWorks.

        D. ASSOCIATE agrees to assign to DataWorks all right, title and interest
in any Intellectual Property belonging to DataWorks under Section 2870 of the
California Labor Code.

        E. ASSOCIATE agrees to promptly execute all papers and otherwise
cooperate as is necessary to obtain and enforce U.S. and foreign patents,
copyrights, trademark, servicemark and trade secret protection on Intellectual
Property belonging to DataWorks.

        F. ASSOCIATE agrees that all works of authorship prepared by ASSOCIATE
in the course of his or her employment including computer programs and other
software, as well as manuals describing the operation of said programs and
software, or manuals prepared for training, constitute works for hire under 17
U.S.C. Section 101 and 201(b).

        G. ASSOCIATE agrees that all notes, data, reference materials,
schedules, drawings, memoranda, documentation and records in any way
incorporating or reflecting any Confidential Information shall belong
exclusively to DataWorks and ASSOCIATE agrees to turn over all copies of such
materials, in the ASSOCIATE's control, to DataWorks upon request or upon
termination of the ASSOCIATE's relationship with DataWorks.



<PAGE>   17

        H. ASSOCIATE agrees that tangible embodiments of Confidential
Information are not to be removed from DataWorks premises without DataWorks'
prior written consent.

        I. ASSOCIATE agrees to cooperate with DataWorks in the protection of
DataWorks' Confidential Information for five (5) years after ASSOCIATE's
termination, provided DataWorks covers ASSOCIATE's expenses and tenders a per
diem allowance equivalent to ASSOCIATE'S then current salary.

        J. ASSOCIATE agrees to participate in a termination interview
immediately (within two (2) working days) upon leaving DataWorks. Said interview
will include requiring:

                1. ASSOCIATE to certify that all Confidential Information of
DataWorks has been returned; and

                2. ASSOCIATE shall certify what non-DataWorks Confidential
Information or Intellectual Property ASSOCIATE has created while employed at
DataWorks.

        K. ASSOCIATE acknowledges that future promotions or participation in
ownership may be contingent on execution of or a more stringent secrecy and
non-use agreement.

IV. DATAWORKS AGREES:

        A. To pay any costs of obtaining and maintaining U.S. and foreign
protection on any Intellectual Property belonging to DataWorks.

        B. DataWorks agrees to pay the salary, benefits and/or fees for
ASSOCIATE as previously agreed.

        C. Nothing contained in this agreement obligates DataWorks to apply for
any patent, copyright, trademark or servicemark protection.

V. LEGAL IMPLICATIONS:

        A. Because of the unique nature of the Confidential Information,
ASSOCIATE understands and agrees that DataWorks will suffer irreparable harm in
the event that ASSOCIATE fails to comply with any of his or her obligations
under this agreement and that monetary damages will be inadequate to compensate
DataWorks for such breach. Accordingly, ASSOCIATE agrees that DataWorks will, in
addition to any other remedies available to it, at law or in equity, be entitled
to injunctive relief to enforce the terms of this agreement.

        B. This agreement shall be governed by the California law applicable to
contracts between residents of California which are wholly executed and
performed in California.

        C. In the event of legal action brought by either party, the prevailing
party shall be entitled to reimbursement of full legal fees and costs as set by
the court.

        D. ASSOCIATE agrees to jurisdiction and venue exclusively in the courts
of San Diego County, California.



<PAGE>   18

        E. ASSOCIATE acknowledges that DataWorks has made no representations as
to any right of ASSOCIATE to continued employment and ASSOCIATE hereby
acknowledges that his or her employment is "AT WILL".

                1. ASSOCIATE acknowledges that no modification of this "AT WILL"
employment is effective unless made to ASSOCIATE in writing by the President of
DataWorks.

        F. This agreement contains the full and complete understanding of the
parties with respect to the subject matter hereof and supersedes all prior
representations and understandings whether oral or in writing.

        G. This agreement can only be modified in writing. Any modification of
this agreement must be executed by the President of DataWorks to be enforceable
against DataWorks.

VI. EXCEPTIONS FROM AGREEMENT:

        A. The parties agree that any invention embodied in an issued patent or
disclosed in a patent application filed prior to the commencement of ASSOCIATE's
relationship with DataWorks shall not be subject to the terms of this agreement.

        B. The parties agree that any Intellectual Property set forth in Exhibit
A attached to this agreement shall not be subject to the terms of this
agreement.

        C. The parties agree that any Intellectual Property not belonging to
DataWorks under California Labor Code Section 2870 - Section 2872 (reprint
attached hereto as Exhibit "B") shall not be subject to the terms of this
agreement.

                1. Exhibit "A" attached: [ ]

                2. No exclusions requiring an Exhibit "A" exist: [ ]



<PAGE>   19

VII. EXECUTION:

        I agree to the above terms and acknowledge receipt of a copy of this
agreement.

         Dated:12/23/97

                                        /s/ Mark Hellinger
                                        ----------------------------------------
                                        Associate

                                        Mark Hellinger
                                        ----------------------------------------
                                        Name (Printed)


                                        ----------------------------------------
                                        Social Security Number

                                        1211 Santa Luisa Drive
                                        ----------------------------------------
                                        Mailing Address

                                        Solana Beach, CA
                                        ----------------------------------------


                                        92075
                                        ----------------------------------------



         Dated:                         /s/ Stuart W. Clifton
               -------------------      ----------------------------------------
                                        DataWorks Corporation
                                        President



<PAGE>   20

                                   ARTICLE 3.5
                           INVENTIONS MADE BY EMPLOYEE


            Section 2870. Employment Agreements; Assignment or Rights

         Any provision in an employment agreement which provides that an
employee shall assign or offer to assign any of his or her rights in an
invention to his or her employer shall not apply to an invention for which no
equipment, supplies, facility, or trade secret information of the employer was
used and which was developed entirely on the employee's own time, and (a) which
does not related (1) to the business of the employer or (2) to the employer's
actual or demonstrably anticipated research or development, or (b) which does
not result from any work performed by the employee for the employer. Any
provision which purports to apply to such an invention is to that extent against
the public policy of this state and is to that extent void and unenforceable.

         Section 2871. Condition of Employment or Continued Employment;
                            Disclosure of Invention

         No employer shall require a provision make void and unenforceable by
Section 2870 as a condition of employment or continued employment. Nothing in
this article shall be construed to forbid or restrict the right of an employer
to provide in contracts of employment for disclosure, provided that any such
disclosures be received in confidence, of all of the employee's inventions made
solely or jointly with others during the term of his or her employment, a review
process by the employer to determine such issues as may arise, and for full
title to certain patents and inventions to be in the United States as required
by contracts between the employer and the United States or any of its agencies.

                Section 2872. Notice to Employee; Burden of Proof

         If an employment agreement entered into after January 1, 1980, contains
a provision requiring the employee to assign or offer to assign any of his or
her rights in any invention to his or her employer, the employer must also, at
the time the agreement is made, provide a written notification to the employee
that the agreement does not apply to an invention which qualifies fully under
the provisions of Section 2870. In any suit or action arising thereunder, the
burden of proof shall be on the employee claiming the benefits of its
provisions.