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                                                                   Exhibit 10.1A

                          FORM OF EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT, dated as of __________ 1996, between Mastech
Systems Corporation, a Pennsylvania corporation, with its principal executive
offices at 1004 McKee Road, Oakdale, Pennsylvania 15071 (the "Company"),
and_________________, an individual and resident of Allegheny County,
Pennsylvania (the "Executive").

     WHEREAS, the Executive is and has been employed by the Company and is
currently Co-Chairman and _____________________of the Company;
                          ----------------

     WHEREAS, the Company and the Executive desire to set forth in this
Agreement the terms on which the Company will continue to employ the Executive
and the Executive agrees to be employed by the Company;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and intending to be legally bound hereby, the Company and the Executive hereby
agree as follows:

   1.  Position and Duties.
       -------------------

     a.  The Company agrees to, and hereby does, continue to employ the
Executive for the term of this Agreement to render services to the Company as
Co-Chairman and _______________ of the Company, and in connection therewith, to
perform such duties as the Executive is now performing and such other duties
commensurate with such positions as the Executive may reasonably be directed to
perform by the Board of Directors. The Executive shall have the right to devote
a reasonable amount of time to (i) industry, community or charitable
organizations, and (ii) the management of personal investments, so long as such
activities do not interfere or conflict with the performance by the Executive of
his obligations hereunder. Subject to the provisions of Section 8, Section 9 and
Section 10 hereof, the Executive may serve as a director of other companies with
the consent of the Board of Directors of the Company, which consent shall not be
unreasonably withheld.

     b.  The Executive hereby accepts such employment and agrees faithfully to
perform to the best of his ability the duties described in Section l(a).

  2.   Term.  Subject to Section 4 hereof, the term of employment of the
Executive under this Agreement shall commence on the closing date of the initial
public offering of the Company's Common Stock (the "Effective Date") (at which
time this Agreement shall become effective) and shall terminate on the last day
of the calendar month which is 24 calendar months after the Effective Date.
Commencing on the last day of the first full calendar month after the Effective
Date and on the last day of each succeeding calendar month, the term of this
Agreement shall be automatically extended without further action by either party
for one additional calendar month unless one party notifies the other in writing
that such party does not wish to extend the term of this Agreement. In the event
that such notice shall have been delivered, the term hereof shall no longer be
subject to automatic extension and the term hereof shall expire on the date
which is 24 calendar months after the last day of the month in which such
written notice is received. (The last

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day of the calendar month in which the term hereof, as extended from time to
time, shall end is hereinafter referred to as the "Expiration Date").

  3.   Compensation.  In consideration for the Executive's agreements contained
herein, and as compensation to the Executive for the performance of  the
services required hereunder, the Company shall pay or grant to him the following
salary and other compensation and benefits:

     a.  a base salary, payable in equal installments not less  frequently than
monthly, at an annual rate of not less than $300,000 per year, such amount to be
determined from time to time by the Board of Directors or an appropriate
committee thereof, provided, however, that the Executive's base salary shall be
periodically reviewed by the Board of Directors and shall be increased if the
Board of Directors determines that an increase is appropriate on the basis of
the types of factors it generally takes into account in increasing the salaries
of executive officers of the Company;

     b.  an annual incentive compensation payment (bonus), the precise amount to
be determined by the Board of Directors and payable to the Executive no later
than April 15 of each calendar year for the prior year; provided that payment of
all or a portion of such bonus may be made subject to the attainment of
reasonable Company, business unit or individual performance goals;

     c.  such other awards under the Company's 1996 Stock Incentive Plan (the
"Plan") or under any other stock option, incentive compensation or other
compensation plan, program or arrangement now existing, or hereafter adopted and
applicable to executive officers of the Company, as the Board of Directors, or
an appropriate committee thereof administering such plan, program or
arrangement, may determine appropriate in light of the duties and
responsibilities of the Executive in respect to other executive officers;

     d.  participation on the same terms and conditions as all other employees
in all employee benefit plans, whether or not qualified within the meaning of
Section 401(a) of the Internal Revenue Code of 1986, as may be amended from time
to time (the "Code"), as may be now or hereafter sponsored or maintained for all
employees of the Company, and participation on the same terms and conditions as
other executive officers in such other plan, program or arrangement as may be
now or hereafter sponsored or maintained for executive officers of the Company;

     e.  reimbursement for reasonable travel and other expenses incurred by
Executive in performing his obligations hereunder pursuant to the terms and
conditions of the Company's policy in respect thereto; and

     f.  reasonable vacations, absences on account of temporary illness and
fringe benefits customarily enjoyed by employees or officers of the Company
under the terms and conditions of the Company's policy in respect thereto.

     Nothing contained in this Agreement shall prevent the Board of Directors
from amending or otherwise altering the Plan, or any other plan, program or
arrangement so long as such amendment or alteration (i) is accomplished pursuant
to the terms thereof as in effect on the Effective Date or on the date such is
adopted, if later, and (ii) equitably affects all employees, executive or
otherwise, previously covered thereunder.


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  4.  Termination of Employment.  This Agreement shall terminate upon the
Expiration Date or upon the death of the Executive.  The Company may terminate
this Agreement prior to the Expiration Date (and the Executive's employment
hereunder shall terminate) for "Disability" or "Cause". Termination of this
Agreement by the Company for any reason not set forth in the two preceding
sentences shall not be deemed a permitted termination and shall be deemed a
breach of this Agreement. In the event of any termination of this Agreement
prior to the Expiration Date, whether a permitted termination or otherwise, the
provisions of Section 5 of this Agreement shall determine the amount, if any, of
any compensation thereafter due the Executive in respect to such termination.

     As used in this Agreement, the following terms shall have the meanings set
forth:

     a.  Disability.  If, as a result of the Executive's incapacity due to
physical or mental illness, the Executive shall have been absent from his duties
with the Company on a full-time basis for six consecutive months, and within
thirty days after written notice of termination is given by the Company, the
Executive shall not have returned to the full-time daily performance of his
duties, the Executive shall be deemed to have experienced a Disability and the
Company may terminate the Executive's employment. The Executive shall be
entitled to leaves of absence from the Company in accordance with the Company's
policy generally applicable to executives for illness or other temporary
disabilities for a period or periods not exceeding an aggregate of six months in
any calendar year, and his compensation and status as an employee hereunder
shall continue during any such period or periods.

     b.  Cause.  Termination by the Company of employment for "Cause"  shall
mean termination upon:

     (i)  the willful and continued failure by the Executive to substantially
perform his duties with the Company (other than any such failure resulting from
his incapacity due to physical or mental illness), after a written demand for
substantial performance is delivered to the Executive by the Board of Directors
which specifically identifies the manner in which the Board of Directors
believes that the Executive has not substantially performed his      duties, and
which failure has not been cured within thirty days after such written demand;
or

     (ii) the willful and continued engaging by the Executive in conduct which
is demonstrably and materially injurious to the Company, monetarily or
otherwise; or

     (iii) the willful breach by the Executive of the Non-Competition clause in
Section 8, the Non-Solicitation clauses in Sections 9 and 10 or  the
Confidentiality clause in Section 11 hereof.

For purposes of this Subsection (b), no act, or failure to act, on the
Executive's part shall be considered "willful" unless done, or omitted to be
done, by the Executive in bad faith and without reasonable belief that such
action or omission was in the best interest of the Company.  Notwithstanding the
foregoing, the Executive shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to him a copy of a resolution
duly adopted by the affirmative vote of  at least 80% of the  directors then
serving (after reasonable notice to the Executive and an opportunity for the
Executive, together with his counsel, to be heard before the Board of
Directors), finding that in the good faith opinion of the Board of Directors the
Executive was guilty of conduct set forth above in clauses (i), (ii) or (iii) of
the first sentence of this Subsection (b) and specifying the particulars thereof
in detail.

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     c.   Notice of Termination.  Any purported termination by the shall be
communicated by written Notice of Termination to the Executive in accordance
with Section 13 hereof. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination,
resignation or retirement provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for such termination, resignation or retirement under the provision so
indicated.

     d.   Date of Termination, Etc.  "Date of Termination" shall mean (i) if the
Executive's employment is terminated for Disability, thirty days after Notice of
Termination is given (provided that the Executive shall not have returned to the
performance of the Executive's duties on a full-time daily basis during such
thirty-day period), and (ii) if the Executive's employment is terminated for any
other reason, the date specified in the Notice of Termination (which shall not
be less than thirty days nor more than sixty days, from the date such Notice of
Termination is given) and provided that if within thirty days after any Notice
of Termination is given the Executive and the Executive has notified the Company
that a dispute exists concerning the termination, the Date of Termination shall
be the date on which the dispute is finally determined by mutual written
agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been perfected). Any party
giving notice of a dispute shall pursue the resolution of such dispute with
reasonable diligence. Notwithstanding the pendency of any such dispute, the
Executive will be entitled to indemnification under Section 7 hereof and the
Company will continue to pay the Executive his full compensation in effect when
the notice giving rise to the dispute was given (including, but not limited to,
base salary) and continue the Executive as a participant in all compensation,
employee benefit and insurance plans, programs and arrangements in which the
Executive was participating when the notice giving rise to the dispute was
given, until the dispute is finally resolved in accordance with this Subsection
(d).

  5.   Compensation Upon Termination.
       -----------------------------

     a.   Death.  If the Executive's employment hereunder terminates by reason
of his death, the Company shall be obligated to pay to his surviving widow, or
to his legal representatives if he leaves no surviving widow or if his surviving
widow dies prior to fulfillment of the Company's obligations, (i) the
Executive's then current base salary for a twelve (12) month period commencing
on the first day of the month following the Executive's death, or until the
Expiration Date, whichever shall be the first to occur, (ii) within 30 days
after the Executive's death, a one time payment of $100,000, and (iii) any
benefits to which the Executive is entitled under any insurance policies on the
life of the Executive, under the Company's insurance programs and other employee
benefit plans, programs and arrangements then in effect and under the Company's
pension plan for salaried employees, if any. In addition to the foregoing, the
Company shall arrange to provide the Executive's spouse and eligible dependents
with and shall pay the cost or premiums when due for health and accident
insurance benefits substantially similar to those which the Executive is
receiving immediately prior to his death.

     b.   Disability.  If the Executive's employment hereunder terminates by
reason of his Disability, the Company shall (i) continue to pay to the
Executive, in accordance with the payroll practices of the Company in effect
prior to the Date of Termination, the Executive's then current base salary for
thirty-six (36) months after the Date of Termination, reduced by any benefits to
which the Executive may be entitled under any Company sponsored disability
income or income protection plan, policy or arrangement, the premiums for which
are paid by the Company, and (ii) for each of the three years after the Date of
Termination an amount equal to the highest annual


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bonus that the Executive received in the three years prior to the Date of
Termination, payable each year in a lump sum at approximately the same time as
annual bonuses were paid by the Company in the year prior to the Date of
Termination. If the Executive dies prior to the date on which such additional
amounts would have ceased to be payable under this Subsection (b), the amount
that would have been payable by the Company had he lived shall continue to be
paid by the Company to his surviving widow, for a period of 12 months following
the Executive's death, at the same times and rates as it would have been payable
to him.

     c.   Cause.  If the Executive's employment hereunder is terminated by the
Company for Cause, the Company shall pay to the Executive his full base salary
through the Date of Termination at the rate in effect at the time Notice of
Termination is given and the Company shall have no further obligations to the
Executive under this Agreement.

     d.   Voluntary Resignation or Retirement.  In the event the Executive
retires or resigns other than because of a material breach of this Agreement by
the Company, the Company shall pay to the Executive his full base salary through
the Date of Termination at the rate in effect at the time Notice of Termination
is given and, except as provided in Section 6, the Company shall have no further
obligations to the Executive under this Agreement.

     e.   Other.  If the Executive's employment hereunder is terminated (1) by
the Company other than for Cause or Disability, or (2) by the Executive because
of a material breach by the Company of this Agreement, then the Executive shall
be entitled to the benefits provided below:

     (i)  the Company shall pay the Executive his full base salary through the
Date of Termination at the rate in effect at the time Notice of Termination is
given;

     (ii) in lieu of any further salary payments to the Executive for periods
subsequent to the Date of Termination, the Company shall pay as severance pay to
the Executive, not later than the thirtieth day following the Date of
Termination, a lump sum severance payment equal to the Executive's full base
salary for the then remaining term of this Agreement (without regard to the date
of such Notice of Termination) at the rate then in effect, discounted to present
value at a discount rate of 7% per annum applied to each future payment from the
time it would have become payable; (iii) the Executive shall receive, not later
than the thirtieth day following the Date of Termination, that number of shares
of the Corporation's common stock with a value equal to the product of (i) the
difference (to the extent that such difference is a positive number) obtained by
subtracting the per share exercise price of each (1) Option and (2) SAR held by
the Executive, whether or not then fully exercisable, from the closing price of
the Common Stock (the "Closing Price") as reported on the National Association
of Securities Dealers Automatic Quotation/National Market System, or such
similar national quotation system or stock exchange on the Date of Termination
(or if not traded on the Date of Termination, the closing price on the preceding
business day on which the Common Stock traded), and (ii) the total number of
Options and SARs held by the Executive provided, however, that the Executive may
elect to receive in lieu of stock an amount of cash equal to his federal and
state income tax liability with respect to amounts received pursuant to this
subsection (iii);

     (iv) the Company shall also pay directly as incurred or reimburse the
Executive, upon demand, all legal fees and expenses incurred by the Executive in
contesting or disputing any such termination or in seeking to obtain or enforce
any right or benefit provided by this Agreement or in connection with any tax
audit or proceeding to the extent attributable to the application of Section
4999 of the Internal Revenue Code (the "Code")  to any payment or benefit
provided hereunder;


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     (v)  for the remainder of the Executive's life, the Company shall arrange
to provide the Executive with and shall pay the cost or premiums when due for
disability and health-and-accident insurance benefits substantially similar to
those which the Executive is receiving immediately prior to the Notice of
Termination;

     (vi) the payments under this Subsection (e) are intended by the parties to
be due and payable under the circumstances of a termination for the reasons set
forth above whether or not such circumstances are preceded by a change in
control of the Company. If, notwithstanding the intentions of the parties, it is
asserted by any governmental agency, in any tax audit, administrative proceeding
or otherwise, that any payments provided under this Section 5(e) (the "Severance
Payments") are or will be subject to the tax (the "Excise Tax") imposed by
Section 4999 of the Code (or any successor provision thereto) and/or that a
federal income tax deduction for amounts paid as Severance Payments will not
allowed to the Company for any year by reason of Section 28OG of the Code (or
any successor provision thereto), the Executive may contest or refute such
assertion with respect to the Excise Tax in any appropriate forum (the
"Executive's Contest") and the Company shall diligently and vigorously contest
or refute such assertion with respect to the disallowance of such deduction in
all administrative proceedings and in the federal district court or the Tax
Court, whichever shall have jurisdiction (the "Company's  Contest"). The
Executive's Contest and the Company's Contest shall be conducted and presented
separately unless the Executive, in his discretion but with the consent of the
Company, joins in the Company's Contest. In any event, the Executive shall be
entitled to retain attorneys and other experts deemed necessary or appropriate
by the Executive to the proper  presentation of the Executive's Contest and
shall not be compelled by the Company to compromise, settle or otherwise
terminate the Executive's Contest without his written consent thereto. The
Company and the Executive shall cooperate one with the other and each shall
provide to the other copies of all documents relevant to or useful in connection
with either the Executive's Contest or the Company's Contest as may reasonably
be requested by the other. The Executive shall attend any hearing, deposition or
other proceeding at which his attendance in person is material to the Company's
Contest. The Company shall cause the appropriate authorized officer or officers
of the Company to attend any hearing, deposition or other matter  at which the
Company's appearance is requested by any party; and

     (vii)  The payments provided for in this Subsection (e), shall be made not
later than the thirtieth day following the Date of Termination, provided,
however, that if the amounts of such payments cannot be finally determined on or
before such day, the Company shall pay to the Executive on such day an estimate,
as determined in good faith by the Company, of the minimum amount of such
payments and shall pay the remainder of such payments (together with interest at
the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount
thereof can be determined but in no event later than the sixtieth day after the
Date of Termination.  In the event that the amount of the estimated payments
exceeds the amount subsequently determined to have been due, such excess shall
constitute a loan by the Company to the Executive payable on the fifth day after
demand by the Company (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code).

     f.  The Executive shall not be required to mitigate the amount of any
payment provided for in this Section 5 by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Section 5 be reduced by
any compensation earned by the Executive as the result of employment by another
employer, or otherwise. Notwithstanding the preceding sentence, benefits
otherwise receivable by the Executive pursuant to Section 5(e)(v) above shall be
reduced to the extent comparable benefits are actually received by the Executive
from the plan or plans of any subsequent employer or from any program maintained
by any governmental body


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not requiring contribution by the Executive, and any such benefits actually
received by the Executive shall be reported to the Company.


  6.   Retirement
       ----------

     Nothing contained in this Agreement shall be deemed to limit the
Executive's right to receive vested benefits under the Company's retirement
policies and pension plan for salaried employees, if any, and to thereby receive
all benefits for which he is eligible under such plans and any other plan,
program or arrangement of the Company, all subject to and in accordance with the
terms of those plans.

  7.  Indemnification
      ---------------

    a.  The Company shall indemnify and hold harmless to the full extent not
prohibited by law, as the same exists or may hereinafter be amended, interpreted
or implemented (but, in the case of any amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than the
Company is permitted to provide prior to such amendment), the Executive or his
estate if made a party to, or threatened to be made a party to, or is otherwise
involved in (as a witness or otherwise) any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative and whether or not or in the right of the Company or otherwise
(hereinafter, a "proceeding"), by reason of the fact that he, or a person of
whom he is the heir, executor, or administrator, is or was a director, officer
or controlling person (within the meaning of the Securities Exchange Act of
1934, as amended) of the Company or is or was serving at the request of the
Company as a director, officer or trustee of another Company or of a
partnership, joint venture, trust or other enterprise (including, without
limitation, service with respect to employee benefit plans), or where the basis
of such proceeding is any alleged action or failure to take any action by the
Executive while acting in an official capacity as a director, officer or
controlling person of the Company or in any other capacity on behalf of the
Company, against all expenses, liability and loss, including but not limited to
attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or
to be paid in settlement whether with or without court approval, actually
incurred or paid by the Executive in connection therewith.

     b.   Notwithstanding the foregoing, and except as provided in Section 7(e)
below, the Company shall indemnify the Executive seeking indemnification in
connection with a proceeding (or part thereof) initiated by the Executive only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Company.

     c.   Subject to the limitation set forth above concerning proceedings
initiated by the Executive, the right to indemnification conferred in this
Section 7 shall be a contract right and shall include the right to be paid by
the Company the expenses incurred in defending any such proceeding (or part
thereof) or in enforcing his rights under this Section 7 in advance of the
final disposition thereof promptly after receipt by the Company of a request
therefor stating in reasonable detail the expenses incurred; provided, however,
that to the extent required by law, the payment of such expenses incurred by the
Executive in advance of the final disposition of a proceeding shall be made only
upon receipt of an undertaking, by or on behalf of the Executive, to repay all
amounts so advanced if and to the extent it shall ultimately be determined by a
court that he is not entitled to be indemnified by the Company under this
Section 7, or in the case of a criminal action, the majority of the Board of
Directors so determines that he is not entitled to be


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indemnified by the Company, or otherwise.

     d.  The right to indemnification and advancement of expenses provided
herein shall continue as to the Executive after he has ceased to be employed by
the Company or to serve in any of the other capacities described herein, and
shall inure to the benefit of his heirs, executors and administrators.

     e.  The Company shall reimburse the Executive for the expenses (including
attorneys' fees and disbursements) incurred in successfully prosecuting or
defending any dispute related to his right to indemnification hereunder.

     f.  The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of a final disposition conferred in this
Section 7 shall not be deemed exclusive of any other rights to which the
Executive may be entitled under the articles of incorporation, any bylaw,
agreement, vote of shareholders, vote of directors or otherwise, both as to
actions in his official capacity and as to actions in any other capacity while
holding that office.

  8.   Non-Competition.  During the term of this Agreement and, if and only if
the Executive's employment has been terminated by the Company for Cause, and in
no other case, for one (1) year after the Date of Termination, the Executive
shall refrain from competing with the Company or any subsidiary of the Company
except with the Company's prior written consent. The phrase "refrain from
competing with the Company or any subsidiary of the Company" shall mean that the
Executive will not engage, directly or indirectly (including, by way of example
only, as a principal, partner, venturer, employee or agent) nor have any direct
or indirect interest in any enterprise (a "Competing Enterprise") which competes
with the Company or any subsidiary thereof by providing information technology
consultants to clients on an independent contractor basis. It is agreed that the
foregoing provisions shall not restrict the Executive from either (i) being a
director of or having any investments or other interests in an enterprise which
is not a competing enterprise, or (ii) having any investments in any competing
enterprise the stock of which is listed on a national securities exchange or
traded publicly over-the-counter so long as such investment does not give the
Executive more than five percent (5%) of the voting stock of such enterprise.

  9.   Non-Solicitation of Customers and Suppliers.  Executive agrees that
during his employment with the Company he shall not, directly or indirectly,
solicit the trade of, or trade with, any customer, prospective customer,
supplier, or prospective supplier of the Company for any business purpose other
than for the benefit of the Company. Executive further agrees that for one (1)
year following termination of his employment with the Company, including without
limitation termination by the Company for cause or without cause, Executive
shall not, directly or indirectly, solicit the trade of, or trade with, any
customers or suppliers, or prospective customers or suppliers, of the Company
except in instances where the Company has not solicited the potential client in
the past or where the services proposed to be offered by the Executive
are not then offered by the Company.

  10.  Non-Solicitation of Employees.  Executive agrees that, during his
employment with the Company and for one (1) year following termination of
Executive's employment with the Company, including without limitation
termination by the Company for cause or without cause, Executive shall not,
directly or indirectly, solicit or induce, or attempt to solicit or induce, any
employee of the Company to leave the Company for any reason whatsoever, or hire
any employee of the Company.


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  11.  Confidentiality.  The Executive agrees:
       ---------------

     a.  To keep secret all trade secret and proprietary information of the
Company and its subsidiaries and affiliates and not to disclose them to anyone
outside the Company or its subsidiaries and affiliates, either during or for one
year after his employment with the Company, except with the Company's prior
written consent or as required by law; and

     b.  To deliver promptly to the Company on termination of Executive's
employment with the Company all memoranda, notes, records, reports and other
documents (and all copies thereof) with respect to any such trade secret and
proprietary information (such as customers lists, suppliers lists, etc.) which
the Executive may then possess or have under his control.

  12.  Arbitration.  Any disputes hereunder shall be settled by arbitration in
Pittsburgh, Pennsylvania under the auspices of, and in accordance with the rules
of, the American Arbitration Association, and the decision in such arbitration
shall be final and conclusive on the parties and judgment upon such decision may
be entered in any court having jurisdiction thereof.

  13.  Notices.  All notices and other communications which are required or may
be given under this Agreement shall be in writing and shall be delivered
personally, by overnight courier, or by registered or certified mail addressed
to the party concerned at the following addresses:

        If to the Company:

          Mastech Corporation
          1004 McKee Road
          Oakdale, PA 15071

        If to the Executive:


or to such other address as shall be designated by notice in writing to the
other party in accordance herewith.  Notices and other communications hereunder
shall be deemed effectively given when personally delivered, or, if sent by
overnight courier or by mail, upon receipt.


  14. Miscellaneous.
      -------------

    a.   This Agreement supersedes all prior agreements, arrangements and
understandings, written or oral, relating to the subject matter hereof.

    b.  (i)  This Agreement shall inure to the benefit of the Executive's
heirs, representatives or estate to the extent stated herein.

       (ii)  This Agreement shall be binding on the successors and assigns of
the Company, and the Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by agreement in form
and substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place. As
used in this Agreement,


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"Company" shall mean the Company as defined in the preamble to this Agreement
and any successor to its business or assets which executes and delivers the
agreement provided for in this Subsection 14 (b) (ii) or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.

     c.  This Agreement may be amended, modified, superseded, canceled, renewed
or extended and the terms or covenants hereof may be waived, only by a written
instrument executed by both of the parties hereto, or in the case of a waiver,
by the party waiving compliance.  The failure of either party at any time or
times to require performance of any provisions hereof shall in no manner affect
the right at a later time to enforce such provisions thereafter.  No waiver by
either party of the breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such breach or a
waiver of the breach of any other term or covenant contained in this Agreement.

     d.  In the event any one or more of the covenants, terms or provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity of the remaining covenants, terms and provisions contained
herein shall be in no way affected, prejudiced or disturbed thereby.

     e.  This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign or transfer this Agreement or
any rights or obligations hereunder, except as provided in Subsection 14(b)
above.  Without limiting the foregoing, the Executive's right to receive
payments hereunder shall not be assignable transferable, whether by pledge,
creation of a security interest or otherwise, other than a transfer by his will
or by the laws of descent or distribution, and in the event of any attempted
assignment or transfer contrary to this Subsection 14(e) the Company shall have
no liability to pay any amount so attempted to be assigned or transferred;
provided, however, that the Executive may ask the Company to consent to any
assignment of any payments due after the termination of his employment and the
Company shall not unreasonably withhold such consent.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the date first above written.

ATTEST:                       MASTECH CORPORATION:

By:________________________   By:_________________________
 Secretary                       Ashok Trivedi
                                 Co-Chairman and President


WITNESS:                      EXECUTIVE:



___________________________   ____________________________


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