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               EMPLOYMENT, CONFIDENTIALITY & NON-COMPETE AGREEMENT


THIS  EMPLOYMENT,  CONFIDENTIALITY & NON-COMPETE AGREEMENT (the  "Agreement"),is
made  this  16th  day of June, 1995, by and between Computer Language  Research,
Inc., a Texas Corporation with its principal office located at 2395 Midway Road,
Dallas  County,   Carrollton,  Texas   75006   (the  "Employer"),   and  Lynn J.
Finlinson,  an individual residing at  1909 Sparrows Point, Plano, Texas, 75023,
(the  "Employee").  Employer and Employee being hereinafter jointly referred  to
as the "Parties".

WHEREAS,  the  Parties are two of the parties to the agreement for the  Purchase
and  Sale  of Certain Assets ("Sale of Assets Agreement") of even date herewith,
the  terms  of  which  and  the Operative Documents,  as  defined  therein,  are
incorporated herein.

WHEREAS, Employee desires employment as an employee of Employer under the  terms
and  conditions  hereof  and further desires to be given  access  to  Employer's
unique and proprietary information; and

WHEREAS, Employee understands and acknowledges that Employer would not have been
willing  to  enter into the Sale of Assets Agreement or to employ  the  Employee
unless  and  until  it  had  secured from Employee the specific  restriction  on
disclosure  of  confidential information and the covenants not to compete  which
are contained herein; and

WHEREAS,  Employer  desires to employ Employee under the  terms  and  conditions
hereof;

NOW,  THEREFORE, in consideration of the mutual covenants, promises, terms,  and
conditions   contained   in  this  Agreement  and  other   good   and   valuable
consideration,  the  receipt  and sufficiency of which are hereby  acknowledged,
the Parties hereto, intending to be bound, agree as follows:


                                   ARTICLE ONE
                                   DEFINITIONS

1.   DEFINITIONS.   For purposes of this Agreement:

     (a)  "AGREEMENT" is defined in the preamble.

     (b)  "CAUSE" shall mean the occurrence of any of the following events:

          (1)  Death of Employee;

          (2)   Commission by Employee of illegal or  fraudulent acts,  criminal
conduct,  or willful misconduct (excluding minor traffic violations), regardless
of  whether  relating to the activities of Employer, including, but not  limited
to, violations of any laws, rules, or regulations;

          (3)   Conviction of Employee for any criminal or civil  acts involving
moral  turpitude  having  an  adverse effect upon  Employer,  including  without
limitation upon its profitability, reputation, or goodwill;

          (4)   Any  materially  false  statement by  Employee  on  any  resume,
transcript, employment application or the like;

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          (5)   Failure  by   Employee to perform his duties to  the  reasonable
satisfaction of Employer's President;

          (6)  Violation by Employee of any of his  representations, warranties,
and covenants in  this Agreement;

          (7)   Material  violation by Employee of any  of his  representations,
warranties, and covenants in the Sale of Assets Agreement;

          (8)   Any  other material breach of Employee's  obligations  hereunder
which he fails to cure within 10 days after receiving written notice thereof;

          (9)   Employee's material  misrepresentation of fact  or  omission  to
disclose  a material fact, in relation to transactions occurring in the business
and financial matters of Employer entrusted to Employee;

          (10)  Employee's  failure  of any drug  test  required  by  Employer's
standard policies and procedures relating thereto; or

          (11)  A  ruling  or  order  by any court  of  competent   jurisdiction
prohibiting Employee from rendering or Employer from receiving any of the duties
of Employee set forth in paragraph 2.5.

     (c)  A "CHANGE OF CONTROL" of the Employer shall be deemed to have occurred
upon the happening of any of the following:

          (1)   The acquisition of  beneficial ownership (within the meaning  of
Rule  13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of 50% or more of either the then-outstanding shares of Employer's common
stock  or  the  combined voting power of the Employer's then-outstanding  voting
securities entitled to vote for the election of directors by any person,  entity
or  group  (within the meaning of Sections 13(d)(3) or 14(d)(2) of the  Exchange
Act, but excluding the Employer, its subsidiaries, and any employee benefit plan
(or related trust) sponsored or maintained by the Employer or its subsidiaries),
such  acquisition being other than by the Employer or pursuant  to  an  Excluded
Transaction;

          (2)  The individuals who, as of the date of this Agreement, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least  a
majority  of the Board; provided that any individual, nominated for election  to
the Board by at least a majority of the Incumbent Board and subsequently elected
a  director by vote of the Employer's shareholders, shall be considered to be  a
member of the Incumbent Board.

          (3)   Approval  by  the   shareholders  of  the  Employer  of  (i)   a
reorganization,  merger, consolidation, or similar business  combination,  other
than an Excluded Transaction, (ii) a liquidation or dissolution of the Employer,
or  (iii)  the  sale of all or substantially all of the assets of the  Employer,
other than an Excluded Transaction.

     (d)  "CLIENT(S)" means any entity  which is a licensee of Employer or which
has  been  either  served, solicited, contacted, or proposed  for  solicitation,
contact,  or  service  by  Employer or the entities that  offered  the  Combined
Employer  Real Estate Software Products during the term of Employee's employment
and for a period of 1 year after the termination of this Agreement.



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     (e)  "COMBINED EMPLOYER REAL ESTATE SOFTWARE PRODUCTS" means the commercial
and  residential  real  estate software products presently  owned  by  Employer,
together with the commercial and residential real estate software products being
acquired pursuant to the Sale of Assets Agreement.

     (f)  "COMPETING BUSINESS" means:

          (1)  any individual, proprietorship, partnership, corporation, limited
liability company, association, or other entity which is engaged in, or is about
to  be  engaged  in,  providing hardware, software  and/or  services  which  are
alternatives  to  hardware,  software and/or services  provided  or  offered  by
Employer, or

          (2)  any  Client that shall seek to employ, retain or pay Employee  to
develop,  enhance,  install,  test, maintain or update  any  hardware,  software
and/or  services  which are alternatives to hardware, software  and/or  services
provided or offered by Employer.

     (g)  "CONFIDENTIAL INFORMATION" means:

          (1)   Information,  data,  drawings, computer software,  firmware  and
hardware,  financial information, marketing information, sales data,  and  other
records  and materials disclosed to or known to Employee as a direct or indirect
consequence  of or through his employment with Employer and not known  prior  to
Employee's  employment  hereunder, about any Client or  Supplier  or  Employer's
business,  methods, business plans, operations, intellectual property, including
trade  secrets, including all accompanying documentation therefor, services  and
products  (existing and contemplated), and processes, including but not  limited
to   information  relating  to  price  lists,  manuals,  sales  records,   sales
literature,    customer   files,   personnel   data,   research,    development,
recommendations,   marketing  plans  and  strategies,   merchandising,   pricing
strategies,  consulting sources, Client sources, supply and  service  resources,
programs,  systems,  systems analyses, flow charts,  system  designs,  procedure
manuals,  automated  data programs, designs, enhancements,  finances,  financial
statements,  financing methods, financial projections, terms and  conditions  of
arrangements of any business, terms and conditions of business arrangements with
Clients, Suppliers, factors, banks, or other financial institutions, supply  and
service  resources,  names and addresses of Clients, and all  other  information
pertaining   to  Clients  and  Suppliers.   The  phrase  "Employee's  employment
hereunder" shall include, in addition to the period of time Employee is employed
by Employer hereunder, that period of time during which Employee was employed by
Rent Roll, Inc.

          (2)   Information, for  which there is any reasonable basis to believe
is,  or  which  appears to be treated by Employer as, Confidential  Information,
shall be presumed to be Confidential Information hereunder.

     (h)   "DERIVATIVE  WORK" means  a work based upon one or more  pre-existing
works such as a revision, modification, translation, condensation, expansion  or
any  other  form  in  which such pre-existing work may be  adapted,  recast,  or
transformed  and which, if prepared by other than the owner of the  pre-existing
work without the owner's authorization, would constitute an infringement of  the
owner's rights.

     (i)  "DEVELOPMENT" is defined in paragraph 5.3.

     (j)  "EMPLOYEE" is defined in the preamble.

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     (k)  "EMPLOYER" is defined in the preamble.

     (l)  "EXCHANGE ACT" is defined in the definition of Change of Control.

     (m)  "EXCLUDED TRANSACTION" means a reorganization,  merger, consolidation,
or similar business combination or the sale of all  or  substantially all of the
assets of the Employer (each being a "Transaction"),  in  each case with respect
to which persons who were the shareholders of the Employer immediately  prior to
such  Transaction,  own   directly  or  indirectly,   immediately   after   such
Transaction, more than 50% of the combined voting power of the  then-outstanding
securities entitled to vote for the election of directors of the Employer.

     (n)  "INCUMBENT BOARD" is defined in the definition of Change of Control.

     (o)  "PARTIES" are defined in the preamble.

     (p)  "PERFORMANCE BONUS" is described in Section 3.1(e).

     (q)  "RESTRICTED PERIODS" is defined in paragraph 5.6(b).

     (r)  "SALE OF ASSETS AGREEMENT" is defined in the preamble.

     (s)   "SUPPLIERS"  means   any  individual,   proprietorship,  partnership,
corporation, association, or other entity which has provided goods  or  services
to Employer or Rent Roll, Inc.

     (t)  "TARGET PROFIT' is defined in Section 3.1(e).

     (u)  "TRANSACTION" is defined in the definition of Excluded Transaction.

     (v)  "NET  OPERATING PROFIT"  means  the pre-tax profits  of  the  Combined
Employer  Real Estate Software Products operation computed according to  General
Accepted  Accounting  Principles and will recognize all revenue,  less  expenses
associated with the generation of that revenue.  The following expenditures will
not  be  deducted in calculating the Net Operating Profit: (i) the  two  Signing
Bonuses  paid  by  Employer  totaling $500,000.00 paid  to  Lynn  Finlinson  and
Employee  pursuant  to  Section 3.1(a) of this Agreement  and  Lynn  Finlinson's
corresponding Agreement; (ii) the payments paid to Employee by Employer  and  to
Lynn Finlinson by Employer pursuant to the covenants not to compete made by each
pursuant  to  Section  5.6 of this Agreement and Lynn Finlinson's  corresponding
Agreement;  and  (iii) the amortization expense relating to intangibles  arising
from  the  acquisition  of assets from Pillar, L.C., Rent  Roll,  Inc.  and  the
commercial  and  residential  real  estate software  products  of  Prentice-Hall
Professional  Software,  Inc.   Amortization  expense  relating  to  intangibles
arising  from  future  acquisitions of commercial  or  residential  real  estate
software products will be included in the calculation of Net Operating Profit.


                                   ARTICLE TWO
                              EMPLOYMENT AND DUTIES

2.1  EMPLOYMENT TERMS AND POSITION.  Employer hereby employs Employee as a full-
time  employee  of  Employer  on  the terms and  conditions  set  forth  herein.
Employee  hereby accepts employment as a full-time employee of Employer  on  the
terms and conditions set forth herein.



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2.2   SATISFACTION  OF  EMPLOYER.  Employee agrees that he  will  at  all  times
faithfully,  promptly, and to the best of his ability, experience,  and  talent,
perform all of the duties that may be assigned to him, and as may be required of
him  pursuant to the expressed and implied terms hereof.  Such duties  shall  be
rendered to the reasonable satisfaction of the person to whom he reports.

2.3  TITLE.  Subject to resolution of the Board of Directors at the meeting next
following  the  date  hereof, at the next meeting of  the  Employer's  Board  of
Directors,  such  Board of Directors shall elect Employee an  officer  with  the
title "Vice President".

2.4   REPORTING.  Employee shall at all times during the term of this  Agreement
report  directly to the President of the Employer or to an individual designated
by the President of the Employer.

2.5   DUTIES.   During  his  employment by Employer, Employee  shall  have  such
reasonable duties and responsibilities as may be established from time  to  time
for Employee by the President of the Employer or the person to whom he reports.

2.6   EXTENT  OF  SERVICES.   Employee shall devote his  full  time,  attention,
energies, and best efforts to the business and affairs of Employer as determined
by Employer, and, except for illness and vacation and holiday periods and leaves
of  absence as provided for by Employer's general policies, shall faithfully and
diligently  perform his duties hereunder.  Further, Employee shall  not,  during
the  term of this Agreement, be engaged in any other business activity,  whether
or  not  such business activity is pursued for gain, profit, or other  pecuniary
advantages  (reasonable  civic and charitable activities  excluded),  unless  he
first shall have obtained Employer's written consent.

2.7   PLACE  OF  PERFORMANCE OF DUTIES.  With the exception of  normal  business
travel,  Employee's  services shall be rendered at the  Corporation's  principal
business offices at 2395 Midway Road, Carrollton, Dallas County, Texas 75006, or
such other place of business as may be designated by Employer.

2.8   MAINTENANCE OF RECORDS.  Employee shall render reasonably detailed reports
and  shall  maintain  accurate  business  records  relating  to  his  employment
hereunder as may from time to time be required by Employer.

2.9   LIMITATIONS  ON AUTHORITY.  Employee shall have no power or  authority  to
obligate   Employer  financially,  contractually,  or  otherwise,  unless   such
obligation  is authorized by Employer's normal business policies, practices  and
guidelines or by the Employer's President in writing.

2.10  GOVERNANCE OF EMPLOYMENT RELATIONSHIP.  To the extent not governed by  the
specific  provisions  hereof, the employment relationship between  Employee  and
Employer shall be governed by the Employer's general rules, policies, procedures
and plans relating to employment and employee benefits.


                                  ARTICLE THREE
                            COMPENSATION AND BENEFITS

3.1   COMPENSATION.   For  all services rendered by Employee  pursuant  to  this
Agreement  and  for the confidentiality and non-compete covenants  of  Employee,
Employer shall compensate Employee as follows:



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     (a)  SIGNING BONUS.  Employee  shall receive a payment of $250,000.00, less
any  required withholding, as a signing bonus ("Signing Bonus") on the  date  of
the execution of this Agreement by the Parties.  The Signing Bonus shall be paid
in  immediately  available funds via wire transfer to an  account  specified  by
Employee.

     (b)  SALARY.  Employee shall be paid by Employer, a gross monthly salary of
$14,500.00,  in  accordance with the prevailing payroll practices  of  Employer.
Employee's  salary shall be subject to appropriate FICA and federal, state,  and
local  tax  withholding.  The amount of such salary may be  increased,  but  not
decreased,  from  time  to  time,  in such amounts  as  Employer  may  determine
according  to  its  standard  salary administration practices.   Employee  shall
initially be eligible for a merit salary increase on July 1, 1996, and  on  each
July 1 thereafter during the term of this Agreement.

     (c)   ANNUAL  INCENTIVE PLAN BONUS.  Within  90 days of the  date  of  this
Agreement  and annually thereafter during the term of this Agreement, the  Board
of Directors of Employer shall take all steps necessary to make Employee, on the
terms  set forth in this sub-paragraph, a participant in the Corporation's  1989
Annual  Incentive  Plan  (the  "AIP") for senior management,  or  any  successor
plan(s) for 1995.  During 1995, Employee's AIP target incentive rate will be 30%
of  base  salary on a pro-rated basis for the portion of the year  during  which
Employee is an employee of the Corporation.  During 1995, Employee's AIP maximum
incentive  rate will be 60% of base salary on a pro-rated basis for the  portion
of the year during which Employee is an employee of the Corporation.  Employee's
1995  AIP  calculation  will consist of two components: Combined  Employer  Real
Estate  Software  Products performance (80%) and personal performance  (20%)(1).
If,  during the term of this Agreement, Employer grants any other bonuses to all
of  its senior managers, Employee shall be entitled to participate on terms  and
conditions  no  less  favorable than those for other senior managers.   Anything
else  in  this Agreement to the contrary notwithstanding, the AIP is earned  and
payable  only  if  the  Employee is an employee of  the  Employer  on  the  date
specified in the AIP.

     (d)  STOCK OPTIONS.  Subject to resolution of the Board of Directors at the
meeting  next  following the date of execution of this Agreement, the  Board  of
Directors  of  Employer  shall, pursuant to the  terms  and  conditions  of  the
Computer  Language  Research, Inc., 1982 Stock Option Plan,  as  amended,  grant
Employee an option to purchase twenty thousand (20,000) shares of the Employer's
common  stock  at 100% of the fair market value on the date of the  grant  (fair
market value being the mean between the "bid" and "ask" at closing on the day of
grant).   The  grant  shall be exercisable in five equal  annual  increments  of
twenty percent (20%); i.e., four thousand (4,000) shares each installment.   The
initial exercise date shall be on or after one year from the date of the  grant,
and  the remaining increments shall be exercisable on or after the like  day  of
each  succeeding  year for four years.  Subsequent grants of stock  options,  if
any,  shall  be  provided  according to Employer's then  current  practices  and
policy.






     (1) The relative percentages of these components  is  subject to an
         annual determination by the Compensation Committee of the Board
         of  Directors.

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     (e)   PERFORMANCE  BONUS.  Employee may be entitled to a Performance Bonus,
conditional  upon the cumulative Net Operating Profit for the four  year  period
beginning January 1, 1995 and ending December 31, 1998 attributable to  Combined
Employer  Real  Estate  Software  Products, together  with  any  residential  or
commercial  real  estate  software  products  acquired  by  Employer  after  the
execution  of  this Agreement ("cumulative Net Operating Profit") exceeding  the
Target Profit.  The Target Profit is computed for the four-year period beginning
January  1,  1995 and ending December 31, 1998, unless Employee's employment  is
terminated  prior to December 31, 1998 pursuant to Section 4.4 or  4.5  of  this
Agreement.  If the Target Profit is achieved, Employee shall receive 20% of  the
amount  of  the cumulative Net Operating Profit in excess of the Target  Profit.
The  cumulative Net Operating Profit shall be determined from Employer's monthly
income  reports.  The Target Profit at December 31, 1995 shall be $2,000,000.00.
The  cumulative  Target Profit at December 31, 1996 shall be $4,300,000.00,  the
cumulative  Target Profit at December 31, 1997 shall be $6,945,000.00,  and  the
cumulative  Target Profit at December 31, 1998 shall be $10,000,000.00.(2)   The
comparison  of the cumulative Net Operating Profit and the Target  Profit  shall
always  be  for the same period of time.  Subject to the termination  provisions
set  forth below, the Performance Bonus will be payable no later than  March  1,
1999.

3.2   FRINGE  BENEFITS.  Employee shall be entitled, during  his  employment  by
Employer,  to  receive  and participate in Employer's employee  welfare  benefit
plans according to the terms and conditions thereof as such from time to time as
may  be  amended.  Employee shall be entitled to a total of 15 days of vacation,
plus  three  floating personal days, with full pay per calendar year during  the
term of this Agreement according to the Employer's rules and policies pertaining
thereto.

3.3  TRAVEL.  Employee shall be entitled, during his Employment by Employer,  to
travel  in  accordance with the policies and procedures of  Employer  pertaining
thereto.

3.4   BUSINESS  EXPENSES.  Employee shall be entitled, during his Employment  by
Employer,  to  be  reimbursed for all and any reasonable and necessary  business
expenses  incurred by him on behalf of Employer in accordance with the  policies
and procedures of Employer pertaining thereto.


                                  ARTICLE FOUR
                              TERM AND TERMINATION

4.1   TERM  OF  AGREEMENT.  Unless earlier terminated as provided herein  or  by
mutual  written agreement of Employer and Employee, this Agreement shall  be  in
force  through December 31, 1998, after which time Employer shall not  be  under
any  obligation  whatsoever to continue Employee's employment  or  to  make  any
further  payments of any kind hereunder to Employee, except for the  payment  of
the  Performance Bonus as provided herein.  If Employee continues in the  employ
of  Employer beyond the term of this Agreement, such continuation of  employment
shall be pursuant to the Employer's standard policies, plans and procedures  and
shall  not  be  pursuant  to  this Agreement, except  to  the  extent  that  the
provisions  of  this  Agreement relating to confidentiality and  non-competition
shall remain in full force and effect according to their terms.

     (2) The purpose of stating the Target Profit at the end of 1996 and 1997 
         is  to   give  benchmark  dates  for  purposes  of  determining  the
         Performance Bonus  in the event  Employee's employment is terminated
         pursuant to Sections 4.4 or 4.5 of this Agreement.
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4.2   TERMINATION  OF  EMPLOYMENT  FOR CAUSE.  Employer  shall  be  entitled  to
terminate  Employee's employment at any time for Cause.  If Employer  terminates
Employee's  employment for Cause, Employer shall have no further obligations  to
Employee  under  any provision(s) of this Agreement, except that Employer  shall
pay to Employee the compensation described in Section 3.1(b), (c) and (e) earned
by  Employee  to the date of termination.  The manner to determine  whether  the
Employee is entitled to a Performance Bonus is described in Sections 3.1(e)  and
7.2.   Employer shall also pay the applicable Non-Competition Payment  described
in Section 5.8.

4.3   VOLUNTARY  TERMINATION  BY  EITHER  PARTY.   Employee  may  terminate  the
employment  portion of this Agreement voluntarily by giving one  hundred  twenty
(120) days written notice of such voluntary termination.  Employer may terminate
the  employment portion of this Agreement for reasons other than Cause by giving
one hundred twenty (120) days written notice of such termination.

4.4   EMPLOYEE'S VOLUNTARY TERMINATION OF EMPLOYMENT.  In the event the Employee
terminates  the employment portion of this Agreement prior to the expiration  of
the last day of the twenty-fourth (24th) calendar month following the month this
Agreement is executed, (a) Employee shall immediately refund (without  right  of
offset) the entire $250,000.00 Signing Bonus described in Section 3.1(a) of this
Agreement; and (b) Employer shall pay to Employee the compensation described  in
Section 3.1(b), (c) and (e) earned by Employee to the date of termination.   The
manner  to determine whether the Employee is entitled to a Performance Bonus  is
described in Sections 3.1(e) and 7.2 of this Agreement.  Employer shall also pay
the applicable Non-Competition Payments described in Section 5.8.

4.5   TERMINATION BY EMPLOYER OTHER THAN FOR CAUSE.  If, during the term of this
Agreement,  Employer terminates Employee's employment for any reason other  than
for Cause, Employer's sole obligation and liability to Employee shall be:

     (a)  to pay 100% of  Employee's COBRA fees for 12 full months following the
month  in  which Employee was terminated for any reason other than for Cause  or
until  Employee shall have commenced other employment, whichever  shall  be  the
earlier;

     (b)  to pay  Employee the compensation described in Section 3.1(b), (c) and
(e)  earned  by  Employee to the date of termination.  The manner  to  determine
whether the Employee is entitled to a Performance Bonus is described in Sections
3.1(e) and 7.2.  Employer shall also pay the applicable Non-Competition Payments
described in Section 5.8.

     (c)   to  pay Employee a sum equal to three (3) months of Employee's salary
described  in Section 3.1(b), unless the accrued Performance Bonus described  in
Section  4.5(b)  is greater than three months salary, in which event  the  three
months salary will not be paid.

4.6    CONFIDENTIALITY  AND  NON-COMPETITION.   Regardless  of  the  manner   of
termination,  Employee's  covenants relating  to  confidential  information  and
covenants  not  to  compete shall remain in full force and effect  according  to
their terms.


                                        
                                        
                                        
                                        
                                        
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                                  ARTICLE FIVE
           ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1  CONFIDENTIAL INFORMATION.  Employee acknowledges that Employer has acquired
and  developed  a  special  competence in the  provision  of  certain  types  of
software,  hardware  and  services  in a national  market  and  has  accumulated
proprietary information not generally known to others in the field and more  and
better Confidential Information about the foregoing subjects which are of unique
value in the conduct and growth of Employer and its Client's businesses.

5.2  ACCESS TO CONFIDENTIAL INFORMATION.  Employee acknowledges that he will  be
employed  in  a unique position of trust and confidence in which  he  will  both
receive and contribute to the Confidential Information.

5.3   INVENTIONS;  DEVELOPMENTS.  Employee agrees  to  notify  Employer  of  any
discovery,  invention,  innovation,  or improvement  which  is  related  to  the
business of Employer or to the business of any Client and Supplier (collectively
called "Developments") conceived of or developed by Employee during the term  of
Employee's   employment.   Developments  shall  include,   without   limitation,
developments  in  computer  language, software and  hardware,  logical  systems,
algorithms,   and  other  good  intellectual  properties  related  to   computer
programming,  hardware design, and networking.  Employee  agrees  that  Employer
shall  have all copyright and patent rights with respect to any Development  and
Derivative  Works discovered, created or developed under this Agreement  without
regard  to  the origin of the Development and Derivative Works.  If and  to  the
extent  that  Employee  may, under applicable law,  be  entitled  to  claim  any
ownership  interest  or  moral rights in the Development and  Derivative  Works,
Employee   hereby   transfers,  grants,  conveys,  assigns,   and   relinquishes
exclusively to Employer any and all right, title and interest it now has or  may
hereafter  acquire in and to the Development and Derivative Works under  patent,
copyright,  trade  secret and trademark law in perpetuity  or  for  the  longest
period  otherwise  permitted  by  law.   Employee  further  agrees  as  to   the
Development and Derivative Works to assist Employer in every reasonable  way  to
obtain  and,  from time to time, enforce patents, copyrights, trade secrets  and
other  rights and protection relating to said Development and Derivative  Works,
and  to that end, Employee and its employees will execute all documents for  use
in  applying for and obtaining such patents, copyrights, trade secrets and other
rights and protection with respect to such Development and Derivative works,  as
Employer  may  desire,  together with any assignments  thereof  to  Employer  or
persons  designated  by  it.   Employee's  obligations  to  assist  Employer  in
obtaining and enforcing patents, copyrights, trade secrets and other rights  and
protection  relating  to  the Development and Derivative  Works  shall  continue
beyond the termination of this Agreement.

5.4   PROTECTION  OF  GOODWILL.  Employee acknowledges that  in  the  course  of
carrying  out,  performing,  and  fulfilling his responsibilities  to  Employer,
Employee  will be given access to and be entrusted with Confidential Information
relating  to Employer's business, Clients, suppliers and employees and  that  he
will  develop,  on  behalf  of  Employer, personal acquaintances  with  Clients,
prospective Clients and Suppliers, which acquaintances may constitute Employer's
only contact with such persons.  Employee acknowledges that (i) the goodwill  of
Employer  depends  upon,  among  other  things,  its  keeping  the  Confidential
Information  and its proprietary information confidential and that  unauthorized
disclosure  of  such Confidential Information and proprietary information  would
irreparably damage Employer, and (ii) disclosure of any Confidential Information
or proprietary information to competitors of Employer or to the media or general
public would be highly detrimental to Employer.  Employee further acknowledges

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<PAGE>
that  in  the  course of performing his obligations to Employer, he  will  be  a
representative of Employer to Employer's Clients, Suppliers and  employees.   As
such,  Employee  will be responsible for maintaining or enhancing  the  business
and/or goodwill of Employer with those Clients, Suppliers and employees.

5.5   COVENANTS  REGARDING CONFIDENTIAL INFORMATION.  Employee hereby  covenants
and agrees as follows:

     (a)  NEED TO RECEIVE  CONFIDENTIAL INFORMATION.  Employee acknowledges that
his  knowledge  and  experience  in the areas in  which  Employer  conducts  its
business  can  be  further enhanced by his employment with  Employer.   Employee
recognizes that he will be less effective and of less benefit to Employer if  he
does  not have access to Employer's Confidential Information.  Employee  further
acknowledges that, without receiving Confidential Information imparted to him by
Employer, he will be less valuable to Employer in Employer's field of endeavor.

     (b)    NONDISCLOSURE   OF   CONFIDENTIAL  INFORMATION.   Except  for   such
Confidential Information which is or becomes generally available to  the  public
other than as a result of disclosure by Employee or which Employer is or becomes
compelled  to  disclose  by  judicial or administrative  process  (or  which  is
required to be disclosed by law), Employee shall not, during his employment with
Employer or at any time after termination of his employment, irrespective of the
time,  manner, or cause of termination, use, disclose, copy, or assist any other
person  or  firm  in  the  use,  disclosure,  or  copying  of  any  Confidential
Information.

     (c)   RETURN OF CONFIDENTIAL INFORMATION.  Upon termination  of  Employee's
employment,  irrespective  of the time, manner, or reason  of  termination,  or,
prior  to such termination, upon request of Employee, Employee agrees to deliver
to  Employer all Confidential Information and all copies thereof along with  any
and  all  other  property belonging to Employer, any Client,  or  any  Suppliers
whatsoever (regardless of whether Employee in any way generated same).

5.6  COVENANTS NOT TO COMPETE.

     (a)   Subject  to the provisions of paragraph 5.6(b), Employee, within  the
territory of the United States, will not -- directly or indirectly, in any form,
fashion,  or  manner, either through any kind of ownership or as a  stockholder,
director,  officer,  principal, agent, employee, employer, advisor,  consultant,
partner,  creditor,  investor, donee, lessor or in  any  other  form  (including
waiver  or  forbearance)  or  capacity, individual or representative,  whatever,
either for Employee's own benefit or for the benefit of any other person,  firm,
partnership,  association,  corporation, or  other  entity,  without  the  prior
written consent of the President of the Employer -- compete, or cause or  enable
others  to  compete,  with Employer.  Without limiting  the  generality  of  the
foregoing, the Employee, during the Restricted Period shall not engage in any of
the  following  acts,  which  acts,  without  limitation,  shall  be  considered
violations  of  this  covenant  not to compete and  breaches  of  the  fiduciary
obligations owed by Employee to Employer; provided, however, that nothing herein
contained  shall be deemed to prevent or limit the right of Employee  to  invest
any  of  his  personal funds in the securities of any competing publicly  traded
corporation  provided  Employee  owns  less  than  one  percent  (1%)  of   such
corporation's issued and outstanding capital stock:

          (1)  Engage, or assist others to engage, in any Competing Business;



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<PAGE>
          (2)   Directly   or  indirectly, design,  develop,  distribute,  sell,
license,  loan  or  give any product or service which is  competitive  with  any
product or service of Employer; or

          (3)   Solicit,  contact, or  service any Clients  of  Employer  for  a
Competing Business;

          (4)   Give  or  attempt to  give any person or entity assistance  with
soliciting,  contacting,  or serving any Clients of  Employer  for  a  Competing
Business;

          (5)   Induce  or  attempt  to induce any Client  or  any  Supplier  of
Employer  to withdraw, curtail, divert, or cancel its business with Employer  or
in  any  manner  modify or fail to enter into any actual or  potential  business
relationship with Employer;

          (6)   Induce  or attempt to induce any employee of Employer or of  any
independent  contractor  providing services to or  on  behalf  of  Employer,  to
terminate their employment or other business relationship with Employer;

          (7)   Employ,  assist  in  employing,  or  otherwise  associate  in  a
Competing Business with any employee or former employee of Employer; or

          (8)   Disclose,  use or appropriate  any Confidential  Information  in
behalf of a Competing Business.

     (b)  The provisions of paragraph 5.6(a) shall be applicable only as follows
(the "Restricted Periods"):

          (1)  During the Employee's employment by Employer;

          (2)   For  24 full months next following the month in which  Employee
shall have been discharged by Employer;

          (3)   For  36  full months next following the month in which  Employee
shall have voluntarily resigned his employment by Employer.

5.7   NON-COMPETE  ANCILLARY TO EMPLOYMENT AGREEMENT.  The  provisions  of  this
Agreement  which  are covenants not to compete are ancillary to  the  employment
agreement herein set forth.

5.8   NON-COMPETITION PAYMENT.  In consideration of the foregoing covenants  not
to   compete,  Employer  will  pay  Employee  Three  Hundred  Thousand   Dollars
($300,000.00) and simple interest on the accrued and unpaid balance at the  rate
of  six  percent (6%) per annum, payable in five consecutive annual installments
of  $60,000.00  (the  "Non-Competition Payment").  The  Non-Competition  Payment
shall  not be offset for any reason other than breach of the covenants described
in  Section  5.6(a).  The initial installment shall be payable on the  day  this
Agreement is executed, and each succeeding installment shall be paid on the last
day  of  the  like anniversary month of this Agreement for each succeeding  four
years provided Employee is not in breach hereunder.

5.9   TRADE  SECRETS OF OTHERS.  Employee represents, warrants and covenants  to
Employer that (i) the terms of this Agreement and his employment by the Employer
do  not and will not breach any agreement between Employee and any other entity;
(ii)  that  Employee  will not disclose to the Employer,  or  to  any  director,
officer, employee or agent thereof, any confidential or  proprietary information

                                       11
<PAGE>
or  material  belonging  to any other entity; and (iii) that  during  Employee's
employment  by  Employer,  he  will not use or  attempt  to  use  without  prior
permission of the owner thereof, any confidential or proprietary information  or
material  belonging  to  any other entity in behalf of the  Employer.   Employee
further  agrees  and covenants that, during the term of this Agreement  and  his
employment  by Employer, he will not breach any agreement to keep in  confidence
proprietary  information, knowledge, or data acquired by Employee in  confidence
or in trust prior to employment with Employer, and Employee will not disclose to
Employer,  or  induce or cause Employer to use, any confidential or  proprietary
information or material belonging to any previous employer or others.

5.10 OUTSIDE FEES.  Employee agrees and covenants not to solicit or receive  any
income   or  other  compensation  from  any  third  party,  including,   without
limitation,  any  supplier,  client,  customer,  or  employee  of  Employer,  in
connection with his employment with Employer.

5.11  PRIOR OBLIGATIONS OF EMPLOYEE.  Employee represents and warrants  that  he
has  not  previously  assumed any obligations inconsistent with  those  of  this
Agreement.

5.12  EMPLOYEE'S INDEMNIFICATION OF EMPLOYER.  Employee agrees and covenants  to
indemnify  and  hold  harmless Employer from and against  any  and  all  claims,
demands,  fees  (including without limitation reasonable attorneys'  fees),  and
expenses,  arising from or in connection with a material breach by  Employee  of
this Agreement.


                                   ARTICLE SIX
                            ENFORCEMENT OF COVENANTS

6.1   GENERAL.   Regardless  of whether Employee quits,  retires,  dies,  or  is
partially  or  permanently  disabled  or is  otherwise  terminated  by  Employer
(whether  or  not  for  Cause), all enforcement rights of  Employer  under  this
Agreement shall continue in full force and effect.

6.2   RELIEF.   Employee  agrees  that a breach on  his  part  of  any  covenant
contained  in  this  Agreement will cause such damage to  Employer  as  will  be
immediate  and  irreparable and for that reason, Employee  further  agrees  that
Employer shall be entitled as a matter of right, in addition to any other remedy
available  to it, to a temporary restraining order, and an injunction (temporary
and  permanent) by any court of competent jurisdiction, restraining any  further
violation  of  such  covenants by Employee, his employees, partners,  or  agents
without  the Employer being required to prove irreparable damage or lack  of  an
adequate  remedy  at  law.  These rights of restraint and  injunction  shall  be
cumulative  and  in  addition  to whatever other legal  and  equitable  remedies
Employer may have, including, specifically, recovery of damages.

6.3   EXTENSION  OF  RESTRICTED  PERIODS FOR  INJUNCTIVE  RELIEF.   If  Employee
violates the covenants and restrictions herein and Employer brings legal  action
for  injunctive or other equitable relief, Employer shall not be deprived of the
benefit  of the full period of the restrictive covenant as a result of the  time
involved  in  obtaining  the  relief.  Accordingly,  Employee  agrees  that  the
Restricted  Periods shall be extended by the period of time Employee shall  have
been in violation of his Restricted Periods obligations.




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<PAGE>
6.4  REASONABLENESS OF RESTRICTIONS.  Employee expressly acknowledges and agrees
that  his experience and abilities are such that his observance of the covenants
and  restrictive  agreements  contained  herein  are  reasonable  as  to  scope,
location,  and duration and that such observation will not cause Employee  undue
hardship  or unreasonably interfere with Employee's ability to earn a livelihood
and  practice Employee's present skills and trades.  Employee has consulted with
legal  counsel  of  his  selection regarding the meaning of  the  covenants  and
restrictions,  which have been explained to his satisfaction.  Employee  further
agrees that such covenants and agreements shall be construed in such a manner as
to  be  enforceable under applicable laws in the event that a court of competent
jurisdiction  determines  that a more limited scope, location,  or  duration  is
required as more fully described in Section 7.13 below.

6.5  SURVIVAL OF COVENANTS.  If Employee's employment relationship with Employer
is  terminated,  with or without Cause, then the provisions of  paragraphs  5.3,
5.4,  5.5 and 5.6 shall continue to be binding upon Employee in accordance  with
their  respective terms notwithstanding such termination, and, without  limiting
the  generality  of the foregoing, (a) the covenants contained  in  Section  5.5
above shall survive indefinitely and (b) the covenants contained in Section  5.6
above  shall (subject to extension pursuant to Section 6.3 above) survive during
the Restricted Periods or any extension thereof.  During the Restricted Periods,
the  covenants shall remain in full force and effect as if Employee's employment
relationship were continuing.

6.6   RIGHT OF OFFSET.  In the event Employee breaches this Agreement,  Employer
shall  have the right of offset as to its obligations hereunder other  than  (i)
Employer's  obligation  to pay Employee for his salary as  set  out  in  Section
3.1(b)  hereof  and  (ii)  Employer's obligations  under  Section  5.8  of  this
Agreement.


                                  ARTICLE SEVEN
                                  MISCELLANEOUS


7.1  EXECUTION AND DELIVERY OF SALE OF ASSETS AGREEMENT.   Should  the  Sale  of
Assets Agreement and the Operative Documents not be fully executed and delivered
contemporaneously with the execution of this Agreement, all  signatures  and all
deliveries of this Agreement shall be deemed to have been properly  revoked  and
of no force nor effect, and this Agreement shall immediately  terminate  without
having created any obligation or liability of any Party to any other Party.

7.2  CALCULATION OF THE TARGET PROFIT.

     (a)  If  Employee's employment is terminated for any reason, and the period
of  time  for  which the Employee is entitled to the Performance Bonus  ends  on
December  31  of a particular year, the Target Profit shall be as  described  in
Section 3.1(e) of this Agreement.

     (b)  If  Employee's employment is terminated for any reason, and the period
of  time for which the Employee is entitled to the Performance Bonus ends  on  a
month  other than December, the Target Profit shall be prorated so that Employee
shall  receive  the applicable Performance Bonus through the end  of  the  month
immediately preceding such termination.

7.3  NO PUBLIC NOTICE UPON DEPARTURE.  Upon termination of Employee's employment
hereunder  for  any  reason, Employee shall not provide  public  notice  of  his
departure.
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<PAGE>
7.4   ASSIGNMENT.  This Agreement and the rights hereunder shall  inure  to  the
benefit  of Employer, the assigns of Employer, and any successor of Employer  by
merger  or  consolidation  or  any  assignee of  all  or  substantially  all  of
Employer's assets.

7.5   AGREEMENT  PERSONAL TO EMPLOYEE.  This is an agreement  for  the  personal
services  of  Employee,  and  none of Employee's obligations  hereunder  may  be
assigned.

7.6   REIMBURSEMENT OF EXPENSES.  The prevailing party in any litigation between
Employer  and Employee shall be reimbursed from the other party hereto  for  any
reasonable legal fees and all other costs incurred by such prevailing  party  in
enforcing  this Agreement.  Fees payable hereunder shall be in addition  to  any
other damages, fees, or amounts provided for herein.

7.7   NOTICES.   All  notices provided for by this Agreement shall  be  made  in
writing either (a) by actual delivery of the notice into the hands of the  party
entitled to notice or (b) by the mailing of the notice in the United States mail
to  the  addresses of the party entitled to notice as set forth in the Preamble,
or  at  the  last known mailing address delivered in writing to the other  party
hereto,  certified mail, postage prepaid, return receipt requested.  The  notice
shall  be deemed to be received on the date of actual delivery, in the  case  of
delivery as described in (a) above, or on the date such notice was deposited  in
the United States mail, in the case of (b) above.

7.8   WAIVER  OF  BREACH.   The waiver by a Party hereto  of  a  breach  of  any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by the other Party.

7.9   MULTIPLE  COUNTERPARTS.  This Agreement may be executed simultaneously  in
multiple  counterparts,  each  of which for all purposes  is  to  be  deemed  an
original, and all of which constitute, collectively, one agreement.

7.10  DESCRIPTIVE HEADINGS.  The descriptive headings contained herein  are  for
convenience only and shall not control or affect the meaning or construction  of
any provision of this Agreement.

7.11  ENTIRE  AGREEMENT.   This Agreement shall comprise  the  entire  agreement
between  the parties hereto relating to Employee's employment with Employer  and
hereby   supersedes,  replaces,  and  revokes  any  and  all   other   promises,
understandings  or  agreements, whether written or  oral,  between  the  parties
hereto.

7.12  AMENDMENT.  No variation, amendment or modification hereof shall be deemed
valid unless contained in a writing with like formalities signed by each of  the
parties hereto, which writing shall make express reference to this Agreement.

7.13 SAVINGS CLAUSE.  The parties intend this Agreement to be valid and enforced
as  written;  however,  if any provision, or any part  hereof,  is  held  to  be
invalid,  illegal,  or unenforceable because of the scope,  location,  duration,
subject  matter or geographic area covered by such provision, or for  any  other
reason,  Employer  and Employee agree that the court making  such  determination
shall  have the power to modify or reduce the scope, location, duration, subject
matter,  and/or  geographical  area of such provision  to  make  such  provision
enforceable  to  the fullest extent permitted by law, and/or to delete  specific
words and phrases, and in its modified or reduced form such provision shall then
be enforceable and shall be enforced.

                                       14
<PAGE>
7.14 GOVERNING LAW.  THIS AGREEMENT, ITS VALIDITY, CONSTRUCTION, AND ENFORCEMENT
SHALL  BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE  LAWS  OF
THE STATE OF TEXAS.

      IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement,  in
Dallas, Texas, as of the day and year first above written, the execution  hereof
on behalf of Employer being made by a duly authorized person.


COMPUTER LANGUAGE RESEARCH, INC.


M. Brian Healy
-------------------------------
By:   M. Brian Healy
Its:  Group Vice President


EMPLOYEE ACKNOWLEDGES THAT HE HAS HAD SUFFICIENT TIME TO READ THIS AGREEMENT AND
THAT HE HAS READ THIS AGREEMENT AND  HAS  CONSULTED  WITH  LEGAL  COUNSEL OF HIS
CHOOSING AND UNDERSTANDS AND INTENDS TO BE BOUND BY ITS TERMS.


EMPLOYEE


Lynn J. Finlinson
-------------------------------
Lynn J. Finlinson





























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