EMPLOYMENT AGREEMENT


     This Employment Agreement (the "Agreement"),  is made and entered into this
__  day  of  ____________________,   2000,  by  and  between  Credit  Management
Solutions,  Inc., a Delaware  corporation with principal  offices located at 135
National Business Parkway,  Annapolis Junction,  Maryland 20701 (the "Company"),
and Scott Freiman (the "Executive").

                                   WITNESSETH

     WHEREAS, the Company has a need for the Executive's personal services in an
executive capacity; and

     WHEREAS, the Executive possesses the necessary strategic, financial,
planning,  operational and managerial  skills  necessary to fulfill those needs;
and

     WHEREAS, the Executive and the Company desire to enter into a formal
Employment  Agreement to fully recognize the  contributions  of the Executive to
the Company and to assure  continuous  harmonious  performance of the affairs of
the Company.

     NOW, THEREFORE, in consideration of the mutual promises, terms, provisions,
and conditions  contained herein, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

     1. Definitions.  For purposes of this Agreement,  the following capitalized
terms shall have the following meanings:

     a.  "Affiliate"  means any person or entity (i) that directly or indirectly
owns more than fifty percent (50%) of the Voting Stock (as defined below) of the
Company,  or (ii) more than fifty  percent (50%) of the Voting Stock of which is
directly or  indirectly  owned by the Company,  or (iii) more than fifty percent
(50%) of the Voting  Stock of which is directly or  indirectly  owned by another
person or entity that directly or indirectly  owns more than fifty percent (50%)
of the Voting Stock of the Company.

     b.  "Change of Control"  of a company  means the  occurrence  of any of the
following:

               (i) any "person," as such term is currently used in Section 13(d)
          of the Securities  Exchange Act of 1934, becomes a "beneficial owner,"
          as such term is currently  used in Rule 13d-3  promulgated  under that
          Act of fifty percent (50%) or more of the Voting Stock of the company;

               (ii) a majority of the Board of Directors of the company consists
          of individuals  other than Incumbent  Directors,  which term means the
          members of the Board on the date hereof;  provided that any individual
          becoming  a  director  subsequent  to  such  date  whose  election  or
          nomination  for election was  supported by two-thirds of the directors
          who then comprised the Incumbent  Directors  shall be considered to be
          an Incumbent Director;



<PAGE>


               (iii) the Board of  Directors  of the company  adopts any plan of
          liquidation providing for the distribution of all or substantially all
          of the company's assets;

               (iv) all or  substantially  all of the assets or  business of the
          company are disposed of in any one or more transactions  pursuant to a
          merger, consolidation or other transaction (unless the shareholders of
          the company  immediately prior to such merger,  consolidation or other
          transaction beneficially own, directly or indirectly, in substantially
          the same proportion as they owned the Voting Stock of the company, all
          of the  Voting  Stock or other  ownership  interests  of the entity or
          entities,  if any,  that  succeed  to the  business  of the  company);
          provided,  however,  that this  subsection (iv) shall not apply in the
          event of a merger or  consolidation  of the Company with an Affiliate;
          or

               (v)  the  company  combines  with  another  company  and  is  the
          surviving  corporation but,  immediately  after the  combination,  the
          shareholders of the company immediately prior to the combination hold,
          directly  or  indirectly,  fifty  percent  (50%) or less of the Voting
          Stock of the combined  company,  (there being excluded from the number
          of shares held by such shareholders,  but not from the Voting Stock of
          the combined company,  any shares received by affiliates of such other
          company in exchange for securities of such other  company);  provided,
          however,  that this  subsection  (v) shall not apply in the event of a
          combination of the Company with an Affiliate.

     c. "Good Reason" means any of the following events:

               (i) a reduction in annual Salary (as defined below);

               (ii)  a  failure  by the  Company,  or  Affiliate  by  which  the
          Executive is employed,  to provide fringe benefits comparable to those
          offered to the Executive's peer executives;

               (iii) the  failure  of the  Company,  or  Affiliate  by which the
          Executive is employed,  to obtain by operation of law or otherwise the
          assumption  of its  obligations  to perform  this  Agreement  from any
          successor to all or substantially  all of the assets of the Company or
          such Affiliate; or

               (iv) a relocation of the Executive's worksite to a location which
          increases  the distance from the  Executive's  home to his worksite by
          more than fifty (50) miles.

     d. "Good Reason Upon Change In Control"  means any of the following  events
provided  the event  occurs less than  eighteen  (18)  months  after a Change in
Control of (i) the Company or (ii) an Affiliate, if the Executive is employed at
that time by such Affiliate or the Company:

          (A) any of the events which  constitute Good Reason under Section 1(c)
          above;
          (B)   a   material   diminution   in   the   Executive's   duties   or
          responsibilities;  provided  that a diminution  shall not be deemed to
          have occurred  solely  because that Executive no longer has duties and
          responsibilities  for a particular  Affiliate as


                                       2
<PAGE>

          long as the Executive continues to have the same level, type and scope
          of  duties  and  responsibilities  as he had  prior to the  Change  in
          Control; or
          (C) the assignment to the Executive of duties that  materially  impair
          his ability to perform the duties normally assigned to a person of his
          title and  position  at a  corporation  of the size and  nature of the
          Company  or  Affiliate   by  which  the   Executive  is  employed  (as
          applicable).

     e. "Voting Stock" means the issued and  outstanding  capital stock or other
securities of any class or classes  having  general  voting power under ordinary
circumstances,  in the absence of  contingencies,  to elect the  directors  of a
corporation.

     f. "Termination  Without Cause Upon Change in Control" means termination of
the  Executive's  employment  without "Cause" (as defined in Section 5(a) below)
less than  eighteen  (18) months after a Change in Control of (i) the Company or
(ii) an Affiliate,  if the Executive is employed at that time by such  Affiliate
or the Company.

2.   Position.

     The Company  hereby  agrees to continue to employ the Executive to serve in
the role of President and Chief  Executive  Officer of the Company.  The Company
reserves   the  right  to  change   the   Executive's   title,   duties   and/or
responsibilities,  and to reassign the Executive to or from any  Affiliate.  The
Executive  accepts  such  employment  upon the  terms and  conditions  set forth
herein,  and further  agrees to perform to the best of his  abilities the duties
generally  associated with his position,  as well as such other duties as may be
reasonably assigned by the Board of Directors of the Company (the "Board"),  the
Chief  Executive  Officer or President of the Company,  and, if the Executive is
employed by an Affiliate,  the Chief  Executive  Officer,  President or Board of
Directors of such Affiliate.  The Executive shall perform his duties  diligently
and  faithfully  and shall devote his full  business  time and attention to such
duties.  Each party's rights and obligations under this Section 2 are subject to
Section 5 below.

3.   Term of Employment and Renewal.

     The term of the  Executive's  employment  under this Agreement (the "Term")
will commence on the date of this Agreement (the "Effective  Date") and continue
until terminated in accordance with Section 5 below.

4.   Compensation and Benefits.

     (a) Salary. Commencing on the Effective Date, the Company agrees to pay the
Executive  a base salary at an annual rate of  two-hundred  and twenty  thousand
Dollars ($220,000), payable in such installments as is the policy of the Company
(the "Salary"),  but no less frequently  than monthly.  Thereafter,  the Company
shall evaluate the Executive's Salary from time to time and make adjustments, in
its  discretion,  subject to the rights and  obligations  set forth in Section 5
below.


                                       3
<PAGE>


     (b) Bonus.  In its sole  discretion,  the  Company  may make the  Executive
eligible to receive  bonuses  based on criteria to be  determined by the Company
and issued to the Executive in writing,  in which event the  Executive  shall be
entitled to receive such bonuses in accordance with such criteria.

     (c)  Benefits.  The  Executive  shall be  entitled  to  participate  in all
employee  benefit plans which the Company provides or may establish from time to
time for the benefit of its  employees,  including,  without  limitation,  group
life, medical,  surgical, dental and other health insurance, short and long-term
disability,  deferred  compensation,   profit-sharing  and  similar  plans.  The
Executive  shall also be entitled to one hundred eighty four (184) hours of paid
leave per year of  employment.  Two-thirds  of any  unused  portion of such paid
leave shall be considered to be vacation  and,  therefore,  shall be paid to the
Executive  upon his cessation of employment  with the Company.  The Company will
provide term life  insurance for the Executive with benefits equal to his annual
Salary, up to a maximum of four hundred thousand dollars ($400,000). The Company
may also purchase one or more "key man"  insurance  policies on the  Executive's
life, each of which will be payable to and owned by the Company. The Company, in
its sole  discretion,  may select the amount and type of key man life  insurance
purchased,  and the  Executive  will have no  interest in any such  policy.  The
Executive will cooperate with the Company in securing this key man insurance, by
submitting to all required medical  examinations,  supplying all information and
executing  all  documents  required  in order  for the  Company  to  secure  the
insurance

     (d) Stock  Options.  In the sole  discretion of the Board,  the Company may
from time to time issue the  Executive  stock option  grants under the Company's
stock option plan and a stock  option  agreement,  in which event the  Executive
shall be entitled to such options in accordance with such plan and agreement(s),
subject however to the provisions of this Agreement regarding stock options.

     (e)  Expenses.  The Company  shall pay or reimburse  the  Executive for all
reasonable  out-of-pocket expenses actually incurred by the Executive during the
Term in performing  services  hereunder,  provided  that the Executive  properly
accounts  for such  expenses in  accordance  with the  Company's  policies.  The
Company  shall pay the  Executive an  automobile  allowance of no less than five
hundred  dollars ($500) per month through normal  payroll  procedures,  and such
allowance shall be reported as income on the Executive's  year-end W-2 form. The
Executive shall be responsible for submitting  automobile expense  reimbursement
requests to the extent he wishes to convert any portion of the  allowance  to an
expense  reimbursement.  The Company shall  reimburse the Executive for cellular
telephone expenses associated with business use.

5.   Termination and Severance.

     The  Executive's  employment  hereunder may  terminate  under the following
circumstances:

     (a) Termination by the Company for Cause.  Notwithstanding  anything to the
contrary in this Agreement, the Company may terminate the Executive's employment
for Cause


                                       4
<PAGE>


at any time,  upon written  notice to the Executive  setting forth in reasonable
detail the nature of such  Cause.  For  purposes of this  Agreement,  "Cause" is
defined as (i) the  Executive's  continued  failure to perform his duties (other
than due to physical  incapacity  or illness)  after  thirty (30) days'  written
notice and opportunity to cure;  (ii) the Executive's  conviction of any felony;
(iii)  the   Executive's   material   misrepresentation   of  his   professional
qualifications;  (iv) willful or reckless conduct by the Executive  injurious to
the Company or any  Affiliate;  or (v) the  Executive's  commission  of fraud or
malfeasance.  Upon the termination for Cause of the Executive's employment,  the
Company and its Affiliates shall have no further  obligation or liability to the
Executive  other than for Salary earned prior to the date of termination and any
accrued but unused vacation.

     (b) Termination by the Company Without Cause.  Notwithstanding  anything to
the contrary in this  Agreement,  the  Executive's  employment  hereunder may be
terminated  at any time without  Cause by the Company upon  fourteen  (14) days'
written  notice  to the  Executive,  provided,  however,  that  if  the  Company
terminates the  Executive's  employment  without Cause the Company shall (i) pay
the Executive on the effective date of termination all earned and unpaid Salary,
earned and unpaid bonuses, and accrued and unused vacation; (ii) continue to pay
the  Executive  the  Salary  and  shall  provide  medical,  life and  disability
coverage,  under the same conditions as exist at the time of termination,  for a
six (6) month period  beginning on the effective  date of the  termination;  and
(iii)  notwithstanding  anything to the contrary in any stock option  agreement,
any unvested stock options granted to the Executive shall accelerate and vest in
full on the  effective  date of  termination.  As a condition of receiving  such
benefits pursuant to this Agreement,  the Executive shall execute and deliver to
the  Company  prior  to  his  receipt  of  such   benefits  a  general   release
substantially in the form attached hereto as Exhibit A. Notwithstanding anything
to the  contrary  in  this  Section  5(b),  if  the  termination  constitutes  a
Termination  Without  Cause Upon Change in  Control,  then the  Executive  shall
receive the benefits set forth in Section 5(d) below rather than as set forth in
this Section 5(b).

     (c) Termination by the Executive.  Notwithstanding anything to the contrary
in this  Agreement,  the Executive may terminate his  employment  hereunder upon
thirty (30) days written notice to the Company provided that the Company may pay
the  Executive  his Salary in lieu of any  portion of such  notice  period.  The
Executive may also terminate his employment  hereunder  after giving the Company
written  notice no more than thirty (30) days after the  occurrence  of an event
which  constitutes  Good  Reason,  in which event the Company  shall (i) pay the
Executive on the effective  date of  termination  all earned and unpaid  Salary,
earned and unpaid bonuses, and accrued and unused vacation; (ii) continue to pay
the  Executive  the  Salary  and  shall  provide  medical,  life and  disability
coverage,  under the same conditions as exist at the time of termination,  for a
six (6) month period  beginning on the effective  date of the  termination;  and
(iii)  notwithstanding  anything to the contrary in any stock option  agreement,
any unvested stock options granted to the Executive shall accelerate and vest in
full on the  effective  date of  termination.  As a condition of receiving  such
benefits pursuant to this Agreement,  the Executive shall execute and deliver to
the  Company  prior  to  his  receipt  of  such   benefits  a  general   release
substantially in the form attached hereto as Exhibit A. Notwithstanding anything
to the contrary in this Section 5(c), if the Executive terminates his employment
for Good Reason Upon Change in Control,  then the  Executive  shall  receive the
benefits  set  forth in  Section  5(d)  below  rather  than as set forth in this
Section 5(c).


                                       5
<PAGE>


     (d)   Termination  By  Company  or  Executive   After  Change  in  Control.
Notwithstanding  anything to the contrary in this  Agreement,  in the event of a
Termination  Without  Cause  Upon  Change  in  Control,  or  termination  by the
Executive for Good Reason Upon Change in Control,  the Company shall provide the
Executive the following benefits:  (i) all earned and unpaid Salary and bonuses;
(ii) all accrued  and unused  vacation;  (iii) a lump sum payment  equal to 2.99
times the Executive's  average annual cash compensation during the previous five
(5) years (or, if the  Executive  has been employed by the Company for a shorter
period,  then the average  during such  shorter  period);  (iv)  notwithstanding
anything  to the  contrary in any stock  option  agreement,  upon the  Executive
acknowledging  in a signed writing the surrender of all his rights to vested and
unvested  stock options  granted to him by the Company,  a lump sum equal to the
difference  between the exercise  price of such stock  options and the higher of
(x) the fair  market  value of the option  shares on the  effective  date of the
termination,  or (y) the highest  effective price paid for the Company's  common
stock by any  acquirer in  connection  with the Change in Control;  (v) medical,
life and  disability  coverage  for a period of  twelve  (12)  months  after the
effective date of the termination,  or until the Executive  receives  comparable
coverage from another  employer,  whichever  occurs first;  and (vi) all accrued
retirement and deferred  compensation plans vest in full. Items (i) through (iv)
shall be paid to the Executive  within twenty (20) days after the effective date
of the termination.  As a condition of receiving such benefits  pursuant to this
Agreement,  the Executive  shall execute and deliver to the Company prior to his
receipt of such benefits a general  release  substantially  in the form attached
hereto as Exhibit A.

     (e) Death.  In the event of the  Executive's  death during the Term of this
Agreement,   the  Executive's   employment   hereunder  shall   immediately  and
automatically terminate, and the Company shall (i) pay the Executive's estate or
beneficiaries within a reasonable period after the effective date of termination
all earned,  unpaid  Salary,  all earned,  unpaid bonuses and all accrued unused
vacation; and (ii) notwithstanding  anything to the contrary in any stock option
agreement,  any unvested stock options granted to the Executive shall accelerate
and  vest in full  on the  effective  date of  termination.  As a  condition  of
receiving such benefits pursuant to this Agreement, the recipient(s) of benefits
under this subsection  shall execute and deliver to the Company prior to receipt
of such benefits a general release  substantially in the form attached hereto as
Exhibit A.

     (f) Disability.  Notwithstanding anything to the contrary in the Agreement,
the Company may terminate the  Executive's  employment  hereunder,  upon written
notice to the Executive, in the event that the Executive becomes disabled during
the Term through any condition of either a physical or psychological nature and,
as a result, is, with or without reasonable accommodation, unable to perform the
essential functions of the services  contemplated  hereunder for (a) a period of
ninety (90) consecutive days, or (b) for shorter periods aggregating one hundred
twenty (120) days during any twelve (12) month period during the Term.  Any such
termination  shall become effective upon mailing or hand delivery of notice that
the Company has elected its right to terminate under this  subsection  5(f), and
the Company shall (i) pay the Executive on the effective date of termination all
earned,  unpaid  Salary;  (ii)  pay  the  Executive  on the  effective  date  of
termination all earned, unpaid bonuses; (iii) pay the Executive on the effective
date of  termination  all  accrued  unused  vacation;  (iv)  continue to pay the
Executive the Salary and shall provide  medical,  life and disability  coverage,
under the same


                                       6
<PAGE>


conditions  as exist  at the time of  termination,  for a six (6)  month  period
beginning on the  effective  date of the  termination,  and (v)  notwithstanding
anything to the  contrary in any stock  option  agreement,  any  unvested  stock
options  granted  to the  Executive  shall  accelerate  and  vest in full on the
effective  date of  termination.  As a  condition  of  receiving  such  benefits
pursuant  to this  Agreement,  the  Executive  shall  execute and deliver to the
Company prior to his receipt of such benefits a general release substantially in
the form attached hereto as Exhibit A.

     (g) Tax  Deductability.  If it is determined by the Company or the Internal
Revenue  Service that any payment or benefit  received or deemed received by the
Executive from the Company  (pursuant to this Agreement or otherwise) is or will
become  subject to any excise tax under  Section  4999 of the  Internal  Revenue
Code,  and,  therefore,  that the Company  will not be entitled to a federal tax
deduction in connection with such payments and benefits or any portion  thereof,
then such payments and/or benefits shall be reduced, in a form and amount agreed
to by the parties in good faith, in the amount  necessary to allow the Company a
federal tax deduction in connection  with all payments and benefits  provided to
the Executive.

6.   Choice of Law.

     The validity,  interpretation  and  performance of this Agreement  shall be
governed by, and  construed in  accordance  with,  the internal law of Maryland,
without giving effect to conflict of law principles.

7.   Miscellaneous.

     (a) Assignment;  Delegation. The Executive acknowledges and agrees that the
rights and  obligations  of the Company under this  Agreement may be assigned by
the Company to any successors in interest.  The Executive  further  acknowledges
and agrees that the Company may delegate  performance of its  obligations to any
Affiliate provided that the Company shall retain liability for any breach of its
obligations under this Agreement.  The Executive further acknowledges and agrees
that this  Agreement is personal to the Executive and that the Executive may not
assign or delegate any rights or obligations hereunder.

     (b)  Withholding.  All  payments  required to be made by the Company to the
Executive  under this Agreement  shall be subject to withholding  taxes,  social
security and other payroll  deductions in accordance with the Company's policies
applicable to employees of the Company at the Executive's level.

     (c)  Entire   Agreement.   This   Agreement,   the   Executive's   employee
nondisclosure/noncompetition  agreement  with the Company,  and any stock option
agreement(s)  between the parties,  set forth the entire  agreement  between the
parties  on  the  subject  matter  contained  herein  and  supersede  any  prior
communications,  agreements and understandings, written or oral, with respect to
the terms and conditions of the Executive's employment.

     (d)  Amendments.  Any attempted  modification of this Agreement will not be
effective unless signed by an officer of the Company and the Executive.


                                       7
<PAGE>


     (e)  Waiver  of  Breach.  The  Executive  understands  that a breach of any
provision of this Agreement may only be waived by an officer of the Company. The
waiver by the Company of a breach of any provision of this  Agreement  shall not
operate or be construed as a waiver of any subsequent breach.

     (f)  Severability.  If any  provision  of this  Agreement  should,  for any
reason,  be held invalid or unenforceable in any respect by a court of competent
jurisdiction,  then the remainder of this Agreement, and the application of such
provision  in  circumstances  other  than  those as to  which it is so  declared
invalid or unenforceable, shall not be affected thereby, and each such provision
of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.

     (g)  Notices.  Any  notices,  requests,  demands  and other  communications
provided for by this  Agreement  shall be in writing and shall be effective when
delivered (i) in hand by private  messenger,  or (ii) by a nationally  known and
reputable overnight mail service, as follows (or to such other address as either
party shall designate by notice in writing to the other in accordance herewith):

                  If to the Company:

                  135 National Business Parkway
                  Annapolis Junction, MD 20701
                  Attn:  CEO
                  With a copy to General Counsel

                  If to Executive:

                  --------------------------

                  --------------------------

                  --------------------------

                  --------------------------


     (h) Survival.  The Executive and the Company agree that certain  provisions
of this Agreement  shall survive the expiration or termination of this Agreement
and the  termination  of the  Executive's  employment  with  the  Company.  Such
provisions  shall be limited to those  within  this  Agreement  which,  by their
express  and  implied  terms,  obligate  either  party  to  perform  beyond  the
termination of the Executive's employment or termination of this Agreement.

     (i)  Arbitration of Disputes.  Any controversy or claim arising out of this
Agreement  or any  aspect  of the  Executive's  relationship  with  the  Company
including the cessation  thereof shall be resolved by  arbitration in accordance
with the then  existing  Employment  Dispute  Resolution  Rules of the  American
Arbitration  Association,  in  Washington,  D.C.,  and  judgment  upon the award
rendered may be entered in any court having  jurisdiction  thereof.  The parties


                                       8
<PAGE>


shall split equally the costs of  arbitration,  except that each party shall pay
its own  attorneys'  fees.  The parties  agree that the award of the  arbitrator
shall be final and binding.

     (j) Rights of Other  Individuals.  This Agreement  confers rights solely on
the Executive and the Company.  This Agreement is not a benefit plan and confers
no rights on any individual or entity other than the undersigned.

     (k) Headings.  The parties  acknowledge that the headings in this Agreement
are for  convenience  of  reference  only and shall not  control  or affect  the
meaning or construction of this Agreement.

     (l) Advice of Counsel.  The  Executive and the Company  hereby  acknowledge
that each party has had adequate opportunity to review this Agreement, to obtain
the advice of counsel  with respect to this  Agreement,  and to reflect upon and
consider  the  terms and  conditions  of this  Agreement.  The  parties  further
acknowledge  that each party fully  understands  the terms of this Agreement and
has voluntarily  executed this  Agreement.  The Company shall pay the legal fees
and costs  incurred by the  Executive in  connection  with the  negotiation  and
preparation of this Agreement,  upon the presentation of invoices in appropriate
form.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the day and year set forth below.

EXECUTIVE                                 CREDIT MANAGEMENT SOLUTIONS, INC.


                                          By:
------------------------------                -----------------------------
SCOTT FREIMAN
                                          Title:


Dated:                     , 2000         Dated:                       , 2000
        -------------------                      ----------------------




                                       9
<PAGE>




                                    EXHIBIT A

                              SEPARATION AGREEMENT
                               AND GENERAL RELEASE

          This Separation  Agreement and General Release  ("Agreement")  is made
and entered into this ____ day of _____, _____, by and between Credit Management
Solutions,  Inc.  (hereinafter  the "Company" or "Employer") and [EMPLOYEE NAME]
("Employee")  (hereinafter  collectively  referred to as the "Parties"),  and is
made and entered into with reference to the following facts.

                                    RECITALS

          WHEREAS,  Employee was hired by the Company on or about ________, as a
____________; and

          WHEREAS,  the Company and  Employee  have  agreed to  terminate  their
employment relationship effective ______, ____; and

          WHEREAS, the Parties have entered into a written employment agreement,
dated _________ (the "Employment  Agreement"),  under which Employee is entitled
to  certain  severance  benefits  conditioned  upon  his/her  execution  of this
Agreement; and

          WHEREAS,  the Parties  each desire to resolve any  potential  disputes
which exist or may exist arising out of Employee's  employment  with the Company
and/or the termination thereof.

          NOW  THEREFORE,   in  consideration  of  the  covenants  and  promises
contained herein, the Parties hereto agree as follows:

                                    AGREEMENT

          1. Agreement By the Employee.  In exchange for the payments  described
in paragraph 2 below, Employee agrees to the following:

               (a)  that  his/her  employment  with the  Company  is  terminated
                    effective  _________,  ____  (hereinafter  the  "Termination
                    Date"); and

               (b)  to be bound by the terms of this entire Agreement.

          2. Agreement By the Company.  In exchange for Employee's  agreement to
be bound by the terms of this entire Agreement, including but not limited to the
Release of Claims in paragraph 3, the Company agrees to provide  Employee with a
severance benefits as provided for in the Employment Agreement.

          Employee acknowledges that, absent this Agreement,  s/he has no legal,
contractual  or  other  entitlement  to the  consideration  set  forth  in  this
paragraph and that the amount set forth in this paragraph  constitute  valid and
sufficient  consideration for Employee's release of claims and other obligations
set forth herein.

          3. Release of Claims.  Employee  hereby  expressly  waives,  releases,
acquits and forever  discharges  the  Company and its  divisions,  subsidiaries,
affiliates,   parents,   related  entities,


                                       10
<PAGE>


partners, officers, directors,  shareholders,  investors,  executives, managers,
employees,   agents,   attorneys,   representatives,   successors   and  assigns
(hereinafter collectively referred to as "Releasees"),  from any and all claims,
demands,  and causes of action  which  Employee  has or claims to have,  whether
known or unknown,  of whatever  nature,  which exist or may exist on  Employee's
behalf  from  the  beginning  of  time  up to and  including  the  date  of this
Agreement.  As used in this  paragraph,  "claims,"  "demands,"  and  "causes  of
action"  include,  but are not limited to,  claims  based on  contract,  whether
express or  implied,  fraud,  stock  fraud,  defamation,  wrongful  termination,
estoppel,  equity, tort,  retaliation,  intellectual property,  personal injury,
spoliation of evidence,  emotional  distress,  public policy, wage and hour law,
statute or common law, claims for severance pay, claims related to stock options
and/or  fringe  benefits,  claims for  attorneys'  fees,  vacation  pay,  debts,
accounts,  compensatory  damages,  punitive  or  exemplary  damages,  liquidated
damages,  and any and all claims  arising  under any  federal,  state,  or local
statute, law, or ordinance prohibiting discrimination on account of race, color,
sex, age, religion, sexual orientation, disability or national origin, including
but not limited to, the Age  Discrimination  in Employment Act, Title VII of the
Civil Rights Act of 1964 as amended,  the Americans with  Disabilities  Act, the
Family and Medical Leave Act or the Employee Retirement Income Security Act.

          4.  Last  Date  of  Employment.  It  is  understood  and  agreed  that
Employee's last date of employment with Employer is _________, ____.

          5. Receipt of Wages and Other Compensation.  Employee acknowledges and
agrees that,  prior to his/her  execution of this  Agreement,  s/he has received
payment  for all  wages,  salary,  bonuses,  accrued  vacation,  and  all  other
compensation owed to Employee by the Company.

          6.  Company  Property/Proprietary   Information.  Employee  agrees  to
continue  to  abide  by the  terms  of  the  Company's  Proprietary  Information
Agreement the terms of which are incorporated herein by reference.

          7. Acceptance of  Agreement/[Revocation].  This Agreement was received
by Employee on ______,  ____.  Employee may accept this Agreement by returning a
signed  original  to the  Company.  This  Agreement  shall be  withdrawn  if not
accepted in the above manner on or before _____.

          8.  Non-Admission  of  Liability.  The Company  denies any  wrongdoing
whatsoever in  connection  with its dealings  with  Employee,  including but not
limited to Employee's employment and termination. It is expressly understood and
agreed that nothing  contained in this Agreement shall  constitute or be treated
as an admission of any wrongdoing or liability on the part of the Company or the
Employee.

          9. No Filing of Claims.  Employee  represents  and warrants  that s/he
does not presently have on file,  and further  represents and warrants that s/he
will not hereafter file, any claims,  charges,  grievances or complaints against
any of the  Releasees  (defined  above)  in or with any  administrative,  state,
federal or  governmental  entity,  agency,  board or court,  or before any other
tribunal or panel or arbitrators,  public or private,  based upon any actions or
omissions by the Releasees occurring prior to the date of this Agreement.

          10. Ownership of Claims. Employee represents and warrants that s/he is
the sole and  lawful  owner of all  rights,  title  and  interest  in and to all
released  matters,  claims and  demands  referred  to herein.  Employee  further
represents  and warrants that there has been no assignment or other  transfer of
any interest in any such  matters,  claims or demands which she may have against
the Releasees.

          11.  Confidentiality.   Employee  understands  and  agrees  that  this
Agreement,  and the matters  discussed in  negotiating  its terms,  are entirely
confidential. It is therefore expressly understood


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<PAGE>


and  agreed  that  Employee  will not  reveal,  discuss,  publish  or in any way
communicate  any of the terms,  amount or fact of this  Agreement to any person,
organization  or other entity,  with the exception of his/her  immediate  family
members and professional  representatives,  unless required by subpoena or court
order.  Employee  further  agrees that s/he will not, at any time in the future,
make any  statements  to any third  parties that  disparage any of the Releasees
personally or professionally.

          12. Tax Indemnification.  It is understood and agreed that Employee is
liable for all tax obligations,  if any, with respect to the settlement payments
provided for herein.  Employee  agrees to  indemnify,  defend and hold  harmless
Employer from any and all taxes, assessments, penalties, loss, costs, attorneys'
fees,  expenses  or interest  payments  that  Employer  may at any time incur by
reason of any  demand,  proceeding,  action  or suit  brought  against  Employer
arising  out of or in any manner  related to any local,  state or federal  taxes
allegedly due from Employee in connection with this Agreement.

                  13.  Maryland Law Applies.  This  Agreement,  in all respects,
shall be  interpreted,  enforced and governed by and under the laws of the State
of Maryland.  Any and all actions  relating to this Agreement shall be filed and
maintained in the federal  and/or state courts located in the State of Maryland,
and the  parties  consent  to the  jurisdiction  of such  courts.  In any action
arising out of this Agreement, or involving claims barred by this Agreement, the
prevailing  party  shall be  entitled  to recover  all costs of suit,  including
reasonable attorneys' fees.

          14. Successors and Assigns. The Parties expressly understand and agree
that  this  Agreement,  and  all of its  terms,  shall  be  binding  upon  their
representatives, heirs, executors, administrators, successors and assigns.

          15.  Consultation  with Counsel.  Employee  acknowledges that s/he has
been advised to consult with legal  counsel of her choice prior to execution and
delivery of this Agreement.

          16. Integration.  Except as otherwise  specifically provided for, this
Agreement  constitutes an integrated,  written  contract,  expressing the entire
agreement between the Parties with respect to the subject matter hereof. In this
regard,  Employee  represents  and  warrants  that  s/he is not  relying  on any
promises or representations which do not appear written herein. Employee further
understands  and agrees that this Agreement can be amended or modified only by a
written agreement, signed by all of the Parties hereto.

          17.   Counterparts.   This  Agreement  may  be  executed  in  separate
counterparts  and by  facsimile,  and each such  counterpart  shall be deemed an
original with the same effect as if all Parties had signed the same document.

          18.   Headings.   The  headings  in  each  paragraph  herein  are  for
convenience  of  reference  only  and  shall  be  of  no  legal  effect  in  the
interpretation of the terms hereof.

          19.  Severability.  If any  provision in this  Agreement is held to be
invalid,  the  remainder  of this  Agreement  shall  not be  affected  by such a
determination.

          20. Voluntary Agreement. EMPLOYEE UNDERSTANDS AND AGREES THAT S/HE MAY
BE WAIVING  SIGNIFICANT  LEGAL RIGHTS BY SIGNING THIS AGREEMENT,  AND REPRESENTS
THAT S/HE HAS ENTERED INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH A FULL
UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS TERMS.


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<PAGE>

          IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the dates provided below.



DATED:  _____________________, ____         CREDIT MANAGEMENT SOLUTIONS, INC.



                                            By:  __________________________

                                            Its: __________________________



DATED:  _____________________, ____         [EMPLOYEE NAME]


                                            ----------------------------





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