EXHIBIT 10.24


                        CONSENT AND ASSIGNMENT AGREEMENT


This CONSENT AND ASSIGNMENT  AGREEMENT (the  "Agreement")  is entered into as of
October  1,  1996,  by  and  among  PSW   TECHNOLOGIES,   INC.,  PENCOM  SYSTEMS
INCORPORATED ("PSI") and Dennis Thompson ("Employee").

WHEREAS,  PSI and Employee entered into that certain Employment  Agreement dated
September 15, 1994 (the  "Employment  Agreement")  attached hereto as Exhibit A,
pursuant  to which PSI  agreed to employ  Employee  on the terms and  conditions
contained therein.
                  
WHEREAS,  PSI desires to assign the benefits  and the burdens of the  Employment
Agreement to PSW, and PSW desires to accept such as an assignment.

NOW,  THEREFORE,  for  good  and  valuation   consideration,   the  receipt  and
sufficiency of which is hereby acknowledged,  the parties hereto hereby agree as
follows:

1.   PSI hereby  assigns to PSW,  and PSW hereby  accepts,  all of PSI's  right,
     title  and  interest  under the  Employment  Agreement,  including  but not
     limited to all the benefits and burdens of the Employment Agreement.
2.   Employee hereby consents to the assignment of the Employment Agreement from
     PSI to PSW.
3.   This  Agreement  shall be governed by and  construed  under the laws of the
     State of Texas.
4.   This Agreement, together with the Employment Agreement, constitute the full
     and entire understanding and agreement among the parties with regard to the
     subjects hereof and thereof.
5.   This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
     parties hereto and their respective legal  representatives,  successors and
     assigns.
6.   This Agreement may be executed in any number of counterparts, each of which
     shall be deemed an original, but all of which together shall constitute one
     instrument.

IN WITNESS  WHEREOF,  the parties hereto have caused this CONSENT AND ASSIGNMENT
AGREEMENT to be executed as of the day and year first above written.

                           PENCOM SYSTEMS INCORPORATED


                           /s/ Jonathan Wallace, Esq.
                           --------------------------                       
                             Jonathan Wallace, Esq.
                                 General Counsel

                             PSW TECHNOLOGIES, INC.


                               /s/ W. Frank King
                            ------------------------                 
                                  W. Frank King
                                President and CEO


                              /s/ Dennis Thompson
                            ------------------------                            
                                    Employee
                              
                                   EXHIBIT A
                              EMPLOYMENT AGREEMENT


This agreement,  entered into this 15th day of September,  1994,  between PENCOM
SOFTWARE  (PSW),  a  division  of  PENCOM  SYSTEMS  INCORPORATED,   a  New  York
corporation and Dennis Thompson (herein after referred to as "EMPLOYEE").
1.   PSW  hereby   employs   EMPLOYEE  in  the   position   of  Regional   Sales
     Representative.
2.   EMPLOYEE  shall  receive  a  salary  of  $20,000.00  per  annum,   paid  in
     twenty-four (24) equal semi-monthly installments of $833.33. EMPLOYEE shall
     receive the  benefits set forth in the "Benefits  Package" as amended from
     time to time.
3.   EMPLOYEE will devote his or her full business time and best efforts to PSW,
     will provide technical  services on such projects or to such clients as PSW
     designates,  and will perform such administrative  duties related to his or
     her other duties as PSW may reasonably assign.
4.   EMPLOYEE agrees not to disclose to third parties,  or to use for his or her
     own benefit,  information,  materials or other property  (including without
     limitation,  source  code,  object  code,  design  documents,  test suites,
     protocols,  other computer related information,  the customer list, billing
     rates,  methods of doing business or other materials  marked  confidential)
     belonging to PSW, or its  clients.  All  information  gained as a result of
     this Agreement is confidential and such information  shall not be disclosed
     to third parties.  EMPLOYEE  further agrees that upon termination he or she
     will  return  to  PSW  all  such  information  and  material  in his or her
     possession.  This paragraph  shall survive the expiration or termination of
     this Agreement.
5.   EMPLOYEE shall not during the term of this  Agreement,  and for a period of
     one year thereafter, directly or indirectly:
a.   Solicit or induce any employee or consultant of PSW to terminate his or her
     employment.
b.   Solicit  or  induce  any  customer  of  PSW  to   terminate   its  business
     relationship  with PSW,  including  firms that have been  customers  of PSW
     within the twelve (12) months preceding EMPLOYEE'S termination.
c.   Accept any opportunity (whether of a contract or full-time employment) with
     a PSW client if Employee  learned  about the  opportunity  in the course of
     Employee's employment by PSW.
6.   EMPLOYEE  agrees to disclose  to PSW in writing any and all  documentation,
     inventions,  improvements  or  discoveries  which  arise  out of his or her
     employment with PSW.
7.   All  copyrightable  work is "work for hire" and EMPLOYEE  hereby assigns to
     PSW all rights and interest in any  copyrightable  work,  invention or idea
     made or conceived while in the performance of any job-related duties during
     the term of this  Agreement.  EMPLOYEE will execute any  documents,  and at
     PSW's expense  provide any  cooperation  reasonably  necessary to create or
     record any such transfer of ownership.
8.   EMPLOYEE  represents  that  EMPLOYEE  has the  right  to  enter  into  this
     Agreement  without  infringing  any prior  agreement to which EMPLOYEE is a
     party;  that all deliverable  work provided  hereunder will be original and
     will not  infringe any  copyright,  patent or other  intellectual  property
     right; that the EMPLOYEE is an American citizen or legal permanent resident
     of the United States and, at the same time this  Agreement is signed,  will
     sign an I-9  form  and  will  provide  to PSW the  documentation  required.
     EMPLOYEE will obey all PSW rules and regulations as they may be issued from
     time to time.
9.   It is understood  that either party may terminate  this  Agreement  without
     cause by giving two weeks prior  written  notice to the other.  In its sole
     discretion,   PSW  may  terminate   employee,   without  cause,   effective
     immediately,  upon  payment  of two  weeks  salary  to  employee.  PSW  may
     terminate  immediately upon written notice to EMPLOYEE for cause (including
     without  limitation  PSW's  client  requesting  termination  of  EMPLOYEE's
     services).
10.  This Agreement will be governed by Texas law.
11.  This  Agreement  may not be  assigned  by either  party  without  the prior
     written consent of the other.
12.  This Agreement,  and any written amendments thereto,  contain all terms and
     conditions agreed upon by the parties hereto, and no other agreements, oral
     or  otherwise,  shall be  deemed  to  exist  or to bind any of the  parties
     hereto. All previous communications, representations, warranties, promises,
     conditions  or agreements of any kind shall not be binding upon the parties
     unless incorporated into this Agreement.  This Agreement may not be amended
     or modified, except by a writing signed by both parties.

                         READ AND ACCEPTED BY EMPLOYEE

                              /s/ Dennis Thompson
                     _____________________________________
                                Dennis Thompson
                       Address of Employee is as follows:
                                  314 Nautilus
                                Austin, TX 78738




                                PENCOM SOFTWARE
                  (a division of Pencom Systems Incorporated)


                               /s/ Wade E. Saadi
                     _____________________________________
                                 Wade E. Saadi
                                   President
                          Pencom Systems Incorporated