Cooperative Computing, Inc.
                            6207 Bee Cave Road
                           Austin, Texas  78746


                               June 27, 2000


Michael Aviles
6604 Canon Wren Drive
Austin, Texas  78746

Dear Mike:

     The Board of Directors recognizes the substantial and immediate
progress you have been able to make at Cooperative Computing, Inc. (the
"Company") and recognizes that some of the investments the Company is
making may disadvantage you under your employment agreement.  As we advised
you in January of this year, the board is interested in rationalizing the
terms of your employment to align them with the long term interests of the
Company.  Accordingly, at the May 22 board meeting the Board of Directors
resolved to amend, as provided below, certain provisions of your letter
agreement dated as of June 14, 1999, and the term sheet (the "Term Sheet")
attached thereto (collectively with the Term Sheet, the "Employment
Letter") between yourself and the Company pursuant to which you were
offered, and accepted, employment with the Company.  The purpose of this
letter is to evidence our mutual agreement to amend the item of the Term
Sheet entitled "Special Cash Incentive" in its entirety so that, as so
amended, such item shall read as follows:

"SPECIAL CASH INCENTIVE: In addition to the base compensation and
                         quarterly bonus described above, Executive will
                         be entitled during the Initial Term to receive a
                         special cash bonus of (a) $1.5 million upon the
                         achievement of the First Hurdle (described
                         below), (b) $2.0 million upon the achievement of
                         the Second Hurdle (described below) and (c) $1.5
                         million upon achievement of the Third Hurdle
                         (described below).  The First Hurdle will be
                         satisfied as of the end of the first fiscal year
                         in which the Company achieves a $5.0 million
                         increase in Adjusted Operating Cash Flow (as
                         defined below) versus the Adjusted Operating Cash
                         Flow for the fiscal year ended September 30, 1999
                         ("Base Cash Flow"); the Second Hurdle will be
                         satisfied as of the end of the first fiscal year
                         in which the Company achieves a $10.0 million
                         increase in Adjusted Operating Cash Flow versus
                         the Base Cash Flow; and the Third Hurdle will be
                         satisfied as of the end of the first fiscal year
                         in which the Company achieves a $15.0 million
                         increase in Adjusted Operating Cash Flow versus
                         the Base Cash Flow.  These bonuses will be
                         cumulative in the event the Company achieves more
                         than one hurdle as of the end of any particular
                         fiscal year (for example, if Adjusted Operating
                         Cash Flow for the fiscal year ended September 30,
                         2000 is $10.0 million greater than the Base Cash
                         Flow, Executive would be entitled to a $3.5
                         million bonus) and once a bonus is paid as to a
                         particular hurdle, Executive will not be entitled
                         to any further bonus in respect of that hurdle
                         (for example, if the Company pays the $3.5
                         million bonus as provided in the prior example,
                         and the Adjusted Operating Cash Flow for the next
                         fiscal year is $15 million greater than the Base
                         Cash Flow, Executive will be entitled to an
                         additional one time bonus of $1.5 million in
                         respect of the Third Hurdle, and no further
                         special  bonuses would be payable).  Any bonus
                         payable pursuant to this provision will be
                         payable within 30 days after approval by the
                         Audit Committee of the computation of Adjusted
                         Operating Cash Flow for the applicable fiscal
                         year (but in no event later than 120 days after
                         the end of such fiscal year).  Executive will
                         also be entitled to a one time cash bonus of $5.0
                         million (less any bonuses previously paid
                         pursuant to the provisions of the first sentence
                         above) upon the occurrence during the Initial
                         Term of  either of the events specified in
                         paragraphs (a) or (c) of the definition of Change
                         of Control set forth below under "Stock Options"
                         (to the extent Executive is employed by the
                         Company at the time of such event).  In addition,
                         in the event the Company has achieved the Second
                         Hurdle or is reasonably likely to achieve the
                         Second Hurdle, Executive is terminated during the
                         Initial Term without Cause (as defined) or
                         Executive terminates his employment for Good
                         Reason (as defined) while ongoing discussions are
                         taking place between the Company and one or more
                         other persons relating to a transaction (the
                         "Pending Transaction") that will result in the
                         occurrence of one of the events specified in
                         clause (a) or (c) of the definition of Change of
                         Control, and such Pending Transaction is
                         consummated within 120 days after the date of
                         Executive's termination, Executive shall be
                         entitled to receive (in addition to any other
                         amounts payable to Executive upon such
                         termination) upon consummation of the Pending
                         Transaction a one time cash bonus of $5.0 million
                         (less any bonuses previously paid pursuant to the
                         first sentence of this paragraph).  For the
                         purposes hereof, the term "Adjusted Operating
                         Cash Flow" shall mean Consolidated EBITDA (as
                         defined in the Company's indenture governing its
                         9% senior subordinated notes due 2008) reduced by
                         capital expenditures; provided that such
                         Consolidated EBITDA will not be impacted
                         negatively or positively by (A) SOP 97-2, (B)
                         write downs of accounts receivable within the
                         first 18 months of employment, (C) professional
                         fees paid to Arthur Andersen during fiscal 2000
                         related to certain "order to cash cycle"
                         consulting services, (D) operating and capital
                         expenditures incurred in connection with the
                         development of one or more internet gateways
                         relating to the Company's IAP initiatives and (E)
                         such other unusual items as you and the Board of
                         Directors of the Company may designate in writing
                         regarding an applicable period.  In addition to
                         the foregoing, in calculating Adjusted Operating
                         Cash Flow for any applicable fiscal year,
                         appropriate adjustments shall be made to the
                         hurdles, the Base Cash Flow, and the measurements
                         of performance to give pro forma effect to any
                         sale or purchase by the Company of the assets or
                         stock, whether pursuant to a merger, exchange,
                         acquisition of stock or assets, or otherwise, of
                         any division or line of business, as applicable,
                         occurring during such fiscal year."

     Except as amended hereby, the Employment Letter shall remain in full
force in accordance with its terms.  Please acknowledge your agreement and
acceptance of the terms hereof by executing this letter in the space
provided below.

                         Very truly yours,

                         COOPERATIVE COMPUTING, INC.


                         By:  /s/JOE COLONNETTA
                              ----------------------------------
                         Name:   Joe Colonnetta
                         Title:  Director

AGREED AND ACCEPTED:

/s/MICHAEL AVILES
--------------------------------------

Michael Aviles

Date:     June 27, 2000