<PAGE>
September 11, 2000

Mr. Jeffrey C. Gordon, C.P.A.
38 Horizon Farms Drive
Warwick, NY 10990

RE:  OFFER OF EMPLOYMENT

Dear Jeff:

As discussed please find attached a revised offer. I am confident that Sage can
provide you with many opportunities to draw on the experiences of your previous
career challenges as well as provide substantial opportunities for personal
growth and achievement.

The following points outline our recent discussion and summarize our offer of
employment.

POSITION AND FOCUS:
Senior Vice President and Chief Financial Officer. The Senior Vice President and
Chief Financial Officer directs the financial reporting, regulatory reporting,
accounting, treasury, budgeting, internal controls and other financial related
activities of the Company. You will be a member of the executive team of the
Company reporting to the Chief Executive Officer. As an executive of the Company
you will contribute to its strategic direction and general matters of Company
management. Please refer to the detailed Position Description I handed you today
for a fuller outline of your proposed responsibilities.

START DATE:
You will commence employment with us on October 16, 2000.

COMPENSATION:
Your compensation will be $200,000.00 per annum, payable at the monthly rate of
$16,666.67. Pay dates are monthly on (or the nearest working day to the 25th )
of the month, or, if you prefer, a semi-monthly pay date, on or nearest to the
10th and 25th of the month.

Your salary will be reviewed during our annual review process that takes place
in April of each year. Your first review will be in April 1, 2001. You will also
be eligible for a bonus under the Company's short-term bonus plan with a maximum
target bonus of 40% of base gross salary. The payment of a bonus is at the sole
discretion of the Board, and will depend on your personal performance measured
against mutually agreed upon objectives and the results achieved by the Company.
For the review period to April 1, 2001, your bonus would be prorated for the
period of your employment with us.

SIGNING BONUS:
We understand that as you will join Sage prior to year-end, you will forfeit a
maximum estimated bonus payment of $50,000.00. As such, it is our intention to
make-up the forfeited bonus payment as follows:

<TABLE>
<CAPTION>
$50,000                10.5 (Months of bonus forfeited)
-------                --------------------------------
<S>         <C>        <C>                                             <C>
 1          X                        12                                = $43,750
</TABLE>
<PAGE>
This payment will be made to you in January 2001 and is fully taxable for
Federal, State, Social Security and Medicare taxes.

It is important to note that the Signing Bonus must be re-paid to the Company if
for some reason during the course of your first full service year of employment
you voluntarily terminate your employment (other than due to a Change of Control
discussed below) or are terminated by the Company for cause.

LONG TERM INCENTIVE COMPENSATION:
After one year's service you will be eligible to participate in the executive
long term capital incentive plan of the Company. Based on current projections we
do not anticipate being in a position to take the Company public before seven
years. As discussed there are buy-back provisions in the long term plan should
the Company not become public.

HEALTH AND WELFARE BENEFIT PROGRAMS:
You will be eligible to participate in the Company's benefit programs effective
the first day of the month following your employment. These benefits include a
major medical and dental program. The cost of the major medical and dental
programs are shared between the employer, who pays 75% of the premiums and the
employee, who is responsible for 25% of the cost of coverage for you and your
eligible dependents. Employee premiums are payroll deducted.

You are also covered under a term life insurance program for up to three times
your annual salary. The Company also sponsors a Vision Plan, Business
Travel/Accidental policy, and short and long-term disability programs. The
premiums for the Group Term Life, Excess Term Life, Vision Plan, Travel/Accident
and disability programs are paid for at 100% by the Company.

In addition to the above benefits, the Company has in place a defined
contribution pension plan. The Company will contribute 10.5% of base salary,
excluding bonus compensation, to the plan on behalf of an employee. You are
eligible to participate in this plan after one anniversary year of service.

As you will be required to wait one year to participate in the defined
contribution pension plan, and in lieu of the 4% matched contribution made by
your current employer, we will make a special fully vested monthly contribution
to our deferred compensation plan of 4% of your monthly base salary for your
first year of employment with us. Thereafter you will switch onto our normal
defined contribution plan, being subject to its standard rules..

The Company also provides an additional retirement savings vehicle in the form
of a 401(k) plan, designed to encourage savings to supplement your retirement
income. There is not a Company match to the 401(k) program at this time. You are
immediately eligible to participate in this plan.

A Benefit Summary is attached to this letter of appointment. The Company
reserves the right, at its sole discretion, to discontinue or change any or all
of the benefits programs currently in place.

RELOCATION PACKAGE:
As a family oriented organization, we fully understand that in order for you to
be successful in this venture that you must have complete consensus with Cathie
and all family members involved in the relocation. You have made us aware of
your particular situation, and we are prepared to be flexible in our approach to
your relocation over a period of time. You have received a copy of
<PAGE>
our current relocation guidelines. We will forward you an estimate of the
relocation budget for your move to the Stamford area should you accept our
offer.

Elements of the package can be exchanged for similar services in advance of a
physical relocation by your family. For example, temporary accommodations for a
family in a close-by appropriately furnished apartment can exceed $4,500.00 per
month. The total for temporary accommodations for 3 months ,$13,500.00, can be
exchanged for payment on a smaller, less deluxe unit for a longer period of
time, etc. The duplicate housing cost allowance could also be used for temporary
accommodation in a similar manner. At no time, should your relocation expense be
greater than the total amount normally budgeted for a particular purpose.

Sage is prepared to extend the time-frame within which you may use the
relocation package to move your family closer to the Stamford area until no
later than December 2002.

BRIDGE FINANCING FOR POTENTIAL STOCK LOAN OBLIGATION:
As discussed, you face a maximum potential exposure of $80,000 on your stock
loan obligations to your current employer. In the event that such obligation
should materialize, either in the form of repayment to your current employer
and/or tax arising on a forgiveness of such loan, we will provide you with
bridge finance repayable over a maximum of three years at the prevailing and
relevant rate of interest that the Company would have earned on such funds in
the market. Periodic payment of principal and interest will be mutually agreed
at the time of advancing you the funds.

CHANGE OF CONTROL TERMINATION:
Change of control would occur when the Sage Group, the ultimate public parent of
the Company, no longer effectively owns more than 50% of the voting equity of
the Company. A "Change of Control Termination" would arise if within one year of
such change of control taking place (i) your employment is either terminated
voluntarily by the Company or (ii) there is a material change in your
responsibilities without your consent which causes you to voluntarily terminate
your employment with one month's notice.

Upon such Change of Control Termination you will be entitled to receive your
basic salary and benefits for a further twelve months. You will also be entitled
to a pro-rata bonus for the period up to such termination of your employment
based on your prior year's bonus. In addition, you would be entitled to ordinary
vesting under any benefit or incentive plan arising in this subsequent twelve
month period. Should you become eligible for benefits from another employer
during this twelve month period, then the Company shall be entitled to reduce
any benefit payable to you to the extent that it is duplicative, benefit
shortfalls shall continue to be covered by the Company until the end of its
commitment to you.


GENERAL INFORMATION:
Office Hours: Our normal office hours are 8:30 AM - 5:00 PM, Monday through
Friday, 37.5 hours per week.

Paid Time Off: You will be eligible for Paid Time Off at the rate of 27 days per
annum, accrued at the rate of 2.25 days per month.
<PAGE>
Holiday Pay: The Company celebrates 9 paid holidays per annum, following the
Holiday Schedule of the New York Stock Exchange.

Parking:  The Company will pay for your monthly parking fee in the 300
Atlantic Street Parking Garage.

CONFIDENTIAL INFORMATION:
During the course of your employment, you will have access to confidential and
proprietary information and records of the Company. You are expected to treat
such confidential information with all due care at all times. In the event of
your departure from the Company, you will be required to return all confidential
materials and refrain from discussing all confidential information with anybody
at any time, unless compelled to do so by law. In addition, the Company shall be
the sole owner of all the results and proceeds of your services with the
Company, including without limitation, all ideas, designs, programs, materials,
etc., relating to the business of the Company.

INDEMNIFICATION:
The Company will indemnify you for any personal liability arising in the
ordinary course of business from your position as an officer of the Company,
including such personal liability materializing after termination of your
employment, provided such liability does not arise from any misdeed on your
part. Such indemnification shall be covered by appropriate insurance at all
times.

Jeff, I am confident that you will make a significant contribution to the
success of the company. If you are in agreement with the terms of our offer of
employment, please sign the offer and return one copy. I look forward to hearing
from you shortly.

Yours truly,



Robin I. Marsden                          Accepted: ____________________________
President & CEO                           Date: ________________________________


cc:   Judith A. Nivert, Vice President - Corporate Services