EMPLOYMENT AGREEMENT dated as at October 16, 1998 ("Agreement"), 
between Industri-Matematik American Operations, Inc. ("Company") 
and Philippe Beaurain ("Employee").

       BACKGROUND. 

       A.   The Employee will be employed by the Company as of October 
19, 1998.

       B.   The Company desires to have the benefit of Employee's 
knowledge and experience in the business of the Company, the 
Company's parent, Industri-Matematik International Corp. ("IMIC"), 
and IMIC's other subsidiaries (Company, IMIC, and the IMIC 
subsidiaries collectively, "IMIC Group").

       C.   The Employee desires to be employed by the Company upon the 
terms and conditions set forth in this Agreement.

       IT IS AGREED:

       1.   Employment.

       1.1. Duties and Responsibilities.  The Company hereby offers 
employment to the Employee, and Employee hereby accepts employment 
with the Company.  During the Employment Term, Employee shall 
serve as a Vice President of Americas Services of the Company, and 
Employee shall perform all duties and accept all responsibilities 
incidental to such position or as may be assigned to Employee by 
the Company's President, the Chief Executive Officer, and/or 
Employee's Manager of IMIC and Employee shall cooperate fully with 
other Executive Officers of IMIC.

       1.2. Extent of Service.  During the Employment Term, 
Employee shall (a) use his best efforts in the business of the 
IMIC Group, (ii) devote his full business time and substantially 
all of his attention and energy to the business of the IMIC Group 
and to the performance of Employee's services and the discharge of 
Employee's duties and responsibilities pursuant to this Agreement, 
(iii) faithfully and diligently perform his duties and 
responsibilities pursuant to this Agreement, and (iv) conduct 
himself in a competent and professional manner which reflects 
positively upon the IMIC Group.  Subject to the provisions of 
Section 4.2.b, the foregoing shall not be construed to prevent 
Employee from making investments in other businesses or 
enterprises, provided that Employee agrees not to become engaged 
in any other activity that may interfere with Employee's ability 
to discharge Employee's duties and responsibilities pursuant to 
this Agreement.  In addition to the restrictions set forth in 
Section 4.2, Employee further agrees that he may not work either 
on a part time or independent contractor basis or in any other 
capacity during the Employment Term without the prior written 
approval of the Company's President and/or IMIC's Chief Executive 
Officer. The location at which Employee shall be obligated to 
perform his duties shall require him to move his personal 
residence and acknowledge that business travel is an integral part 
of the performance of his duties.

       1.3. Employment Term.  The term of employment under this 
Agreement ("Employment Term") shall commence on October 19, 1998, 
and shall continue unless terminated earlier in accordance with 
Section 3.

       1.4. Company Policies.  Employee shall comply with all 
employment policies and practices of the Company and/or the IMIC 
Group announced in writing from time to time, including, without 
limitation, all policies and practices related to the receipt of 
confidential information, the purchase and sale of IMIC Common 
Stock, and other policies related to general business ethics.

       1.5. Employee Representation and Warranty.  Employee hereby 
represents to the Company that the execution and delivery of this 
Agreement by him and the performance of his obligations pursuant 
to this Agreement are not in violation of, and do not conflict 
with or constitute a default under any agreement by which he is 
bound (including any agreement pertaining to his prior employment 
with another entity) or any order, decree, or judgment to which he 
is subject, that this Agreement constitutes the valid and binding 
obligation of Employee, and that he is not a party to or bound by 
any agreement, understanding, or arrangement which would prevent 
him from carrying out the terms of this Agreement or subject the 
Company to liability for employing the Employee. 

       2.   Compensation.  

       2.1. Salary and Variable Compensation.  For all of the 
services rendered during the Employment Term by Employee, the 
Company shall:
            2.1.a.    pay Employee a base salary at the rate of 
$200,000 per year ("Salary") in accordance with the Company's 
normal payroll practices, which Salary may be increased from time 
to time during the Employment Term in the sole discretion of the 
Company;  

            2.1.b.    pay Employee variable compensation as set 
forth in the separate variable compensation agreement executed by 
Employee and the Company applicable to that fiscal year.

            2.1.c.    Relocation Reimbursement.  The Company does 
require the Employee to relocate; the Company shall reimburse the 
Employee for all expenses reasonably relating to the Employee 
relocating to Marlton, NJ area between June 1999 and September 
1999.  Such expenses shall include all moving and storage expenses 
and the like. The reimbursement shall be paid upon presentation of 
paid receipts.  You will also receive a one-time moving allowance 
of $15,000 based on actual receipts. If you exceed $15,000, in 
moving expenses, IMI will pay up to one half of the next $15,000 
in expenses based on actual receipts. 

       2.2. Stock Options.  On a date within 45 days of the date of 
this Agreement as determined by the Compensation Committee of the 
Board of Directors of IMIC Employee will be granted options to 
purchase 75,000 shares of IMIC Common Stock at an exercise price 
equal to the closing market price on the date of grant, pursuant 
to the terms of the IMIC Stock Option Plan ("Plan"). All options 
referred to in this Section 2.2 shall be designated as incentive 
stock options to the maximum extent permitted by the Plan.

       2.3. Automobile Allowance.  Employee shall be paid an 
automobile allowance of $450 per month.

       2.4. Vacation.  Employee shall be entitled to 20 days of 
vacation per calendar year. The timing of vacation shall be 
reviewed by the Employee's Manager and take place according to the 
Company's business situation. Vacation days should be taken within 
each calendar year, circumstances permitting.  The Company's 
President will consider, in his sole discretion, whether or not to 
pay Employee for any accrued but unused vacation.

       2.5. Fringe Benefits.  Employee shall be entitled to such 
fringe benefits, including but not limited to sick leave, medical 
and dental benefits, and life insurance as are generally provided 
by the Company to its other executives employees, subject to the 
terms of the applicable plans and programs as such plans or 
programs may be in effect from time to time; it being expressly 
understood that the Company, in its sole and absolute discretion, 
may determine to amend, revise, replace, or terminate any such 
plans or programs at any time and/or in accordance with applicable 
law, provided that no such amendment, revision, replacement, or 
termination may affect Employee's vested rights.

       2.6. Business Expenses.   The Company shall reimburse 
Employee for all ordinary and necessary out-of-pocket business 
expenses incurred by Employee in connection with the discharge of 
Employee's duties and responsibilities pursuant to this Agreement 
during the Employment Term in accordance with the Company's 
expense approval procedures in effect from time to time and upon 
presentation to the Company of an itemized account and written 
proof of such expenses.  If the Company shall provide Employee 
with any corporate credit cards or other similar instruments, 
Employee shall use such cards or instruments solely for purposes 
of performing his duties and responsibilities pursuant to this 
Agreement and not for personal use, and shall return to the 
Company all such cards and instruments immediately upon the 
request of the Company. 

       3.   Termination.

       3.1. Disability.  If the Company's President, Chief 
Executive Officer, or Employee's Manager of IMIC has determined 
that the Employee has become unable to perform Employee's duties 
and responsibilities pursuant to this Agreement by reason of 
physical, psychological, or emotional reasons, and if such 
inability continues for more than 60 consecutive days or a total 
of 90 days in any 180 day period, during which time the Company 
shall continue to compensate Employee under this Agreement (with 
such compensation to be reduced by the amount of any disability 
payment or similar payment received by Employee for this time 
period under any plan paid for by the IMIC Group or through 
workers' compensation), the Employment Term may be terminated by 
the Company, in which event Company shall have no further 
liability or obligation to Employee except for payment of earned 
but unpaid Salary, unpaid Variable Compensation if and as set 
forth in a Variable Compensation Agreement, accrued but unpaid 
automobile allowance, and incurred but unreimbursed business 
expenses at the date of Employee's termination, and any additional 
disability, severance, or other benefits otherwise payable to 
Employee under any applicable policy or plan which covers Employee 
at the time of Employee's termination and is in effect at that 
time.  If requested by the Company, Employee agrees to submit to a 
physical examination by a licensed physician selected and paid for 
by the Company.

       3.2. Death.  The Employment Term shall terminate on the 
death of the Employee and the Company shall pay to Employee's 
distributees, personal representatives, executors, or 
administrators, as appropriate, an amount equal to any unpaid 
balance of Employee's Salary payable for the month in which 
Employee dies, unpaid Variable Compensation if and as set forth in 
a Variable Compensation Agreement, accrued but unpaid automobile 
allowance, and incurred but unreimbursed business expenses at the 
date of death.  The Company shall not have no further liability or 
obligation under this Agreement to Employee's distributees, 
personal representatives, executors, or administrators except as 
may be defined by any of Company's existing employee benefit plans 
which covered the Employee at the time of Employee's death.

       3.3. Termination for Cause.  The Company shall have the 
right to terminate the Employment Term at any time for "cause" 
upon notice to Employee.  For purposes of this Agreement, "cause" 
shall mean dishonesty, disloyalty, variable commission of a felony 
or other crime involving moral turpitude, misappropriation of 
funds, habitual insobriety, substance abuse, willful misconduct or 
gross negligence in the performance of Employee's duties and 
responsibilities under this Agreement, material breach by the 
Employee of the terms of this Agreement, Employee's repeated 
failure to follow the reasonable directives of the Company's 
President, Chief Executive Officer, or Employee's Manager of IMIC 
as to the time, place, and manner of performance of the Employees 
duties and responsibilities under this Agreement, or any other 
action on the part of Employee that is damaging or detrimental to 
the IMIC Group.  In the event Employee is terminated for "cause," 
all of the Company's compensation obligations pursuant to Section 
2 will cease upon the effective date of the notice of termination 
except for the payment of earned but unpaid Salary, accrued but 
unpaid automobile allowances, and incurred but unreimbursed 
business expenses at the effective date of termination.

       3.4. Termination of Employee.  The Company may terminate 
this Agreement for any reason upon notice to Employee, and if the 
Company terminates this Agreement for any reason other than 
pursuant to Section 3.1, 3.2, or 3.3, the Company shall continue 
to compensate Employee pursuant to and in accordance with all the 
provisions of Section 2 for a one-year period following the date 
of termination, plus any earned but unpaid Salary, earned but 
unpaid Variable Compensation if and as set forth in a Variable 
Compensation Agreement, accrued but unpaid automobile allowances, 
and incurred but unreimbursed business expenses at the effective 
date of termination.

       3.5. Termination by Employee.  Nothing in this Agreement 
shall be construed to prevent the termination of the Employment 
Term by Employee upon 180 days written notice.  Upon written 
notice of termination by Employee, the Company reserves the right 
to waive the notice period and accept notice effective 
immediately.  In the event that Employee terminates the Agreement, 
all of the Company's compensation obligations pursuant to Section 
2, including any compensation to which Employee may become 
entitled after giving notice, will cease upon the termination 
date, except for the payment of earned but unpaid Salary, unpaid 
Variable Compensation if and as set forth in a Variable 
Compensation Agreement, accrued but unpaid automobile allowances, 
and incurred but unreimbursed business expenses at the effective 
date of termination.

       4.   Trade Secrets, Non-Competition, Non-Solicitation, Non-
Interference, Non-Disparagement, and Return of Materials.

       4.1. Employee Acknowledgment.   Employee acknowledge that: 
(a) his employment by the Company will bring him into close 
contact with many confidential affairs of the IMIC Group, (b) the 
business of the IMIC Group is conducted throughout the world and 
competes with similar businesses of other organizations, (c) the 
IMIC Group carries on substantial promotional, marketing, and/or 
sales activities throughout the world, and (d) the covenants 
contained in Sections 4.2, 4.3, 4.4, and 4.5 of this Agreement are 
specific inducements by Employee to the Company in connection with 
the execution of this Agreement.

       4.2. Trade Secrets, Non-Competition, and Non-Solicitation.   
In recognition of the provisions of Section 4.1 and as 
consideration for Employees' employment by the Company, the 
payment by the Company to Employee of compensation, and the 
Company providing Employee with benefits, Employee agrees that:

            4.2.a.    During the Employment Term and at all times 
thereafter, Employee shall not disclose, communicate, or divulge 
to any person (other than to officers, directors, or employees of 
the IMIC Group whose duties require such knowledge) or use for 
Employee's personal benefit or for the benefit of anyone other 
than the IMIC Group any trade secrets, specifications, sales 
plans, programs, research, software or applications development 
plans, or other confidential information employed in or proposed 
to be employed in the business of the IMIC Group which comes to or 
came to Employee's knowledge in the course of or by reason of his 
employment by the Company or his performance under this Agreement.

            4.2.b.    During the Employment Term, during any 
period of time the Employee is performing services for any member 
of the IMIC Group, and for a period of one year thereafter, 
Employee shall not directly or indirectly anywhere in the world 
enter into or in any manner take part as an employee, agent, 
independent contractor, consultant, owner, sole proprietor, 
partner, joint venturer, member, manager, officer, director, or 
shareholder or take part in any other capacity in, for, or with 
any person, firm, corporation, association, or business enter-
prise, or in any manner render any assistance to any business or 
endeavor, whose business activities are the same or similar to, 
the business which is conducted by the IMIC Group during the 
course of Employee's employment by the Company, provided that the 
provisions of this Section 4.2.b shall not preclude Employee from 
ownership, as an investor, of less than 5% of the stock of a 
publicly owned company which engages in such business activities.

       4.3. Non-Interference.  During the Employment Term, during 
any period of time the Employee is performing services for the 
IMIC Group, and for a period of one year thereafter, neither 
Employee nor any person, firm, corporation, association, or 
business enterprise with which Employee is affiliated as an 
employee, agent, independent contractor, consultant, owner, sole 
proprietor, partner, joint venturer, member, manager, officer, 
director, or shareholder shall (a) directly or indirectly induce 
or attempt to induce any employee of the IMIC Group to terminate 
or alter his employment relationship with the IMIC Group, (b) 
directly or indirectly hire any person who is or had been employed 
by the IMIC Group, or (c) directly or indirectly interfere or 
intervene in any way with the relationship between any member of 
the IMIC Group and any of its licensees, customers, 
subcontractors, suppliers, vendors, or partners.

       4.4. Non-Disparagement.  During the Employment Term and at 
all times thereafter (a) Employee shall not directly or indirectly 
disparage the name, reputation, products, or services of any 
member of the IMIC Group and (b) the Company shall not, directly 
or indirectly, disparage Employee's name or reputation.

       4.5  Return of Materials.  Employee agrees that all 
memoranda, notes, records, papers, or other documents, all 
software developed by or for the IMIC Group, including without 
limitation System ESS Software, and all copies thereof relating to 
the IMIC Group's operations or business, and all objects 
associated therewith in any way obtained by Employee during the 
course of his employment by the Company shall be the IMIC Group's 
sole and exclusive property.  Employee shall not, except for the 
IMIC Group's use, copy, or duplicate any of the aforementioned 
documents or objects, nor use any information concerning them 
except for the IMIC Group's benefit, either during his employment 
by the Company or thereafter.  Employee agrees that he will 
deliver all of the aforementioned documents, software, and objects 
that may be in his possession to the IMIC Group on termination of 
his employment, or any other time upon the Company's request, 
together with his written certification of compliance with the 
provisions of this Section 4.5.

       4.6. Additional Provisions.

            4.6.a.    In the event that the provisions of 
Sections 4.2, 4.3, 4.4, or 4.5 should be deemed unenforceable, in-
valid, or overbroad in whole or in part for any reason, any court 
of competent jurisdiction, or the Arbitrator appointed in 
accordance with the provisions of Section 5.1, whichever forum is 
designated by the injured party, is hereby authorized, requested, 
and instructed to reform such sections consistent with the intent 
of Sections 4.2, 4.3, 4.4, or 4.5 to provide for the maximum 
restraints upon (i) Employee's activities (including, but not 
limited to, time, geographic area, customer solicitation, 
relationship interference, employee solicitation, and 
disparagement) and (ii) with respect to Section 4.4, the Company's 
activities, which may then be legal and valid.

            4.6.b.    The Company and Employee agree that 
violation by Employee of the provisions of Sections 4.2, 4.3, 4.4, 
or 4.5 or by the Company of the provisions of Section 4.4 will 
cause irreparable injury to the other for which any remedy at law 
would be inadequate, and that the injured party shall be entitled 
in any court of law or equity or in any arbitration proceeding in 
accordance with Section 5.1, whichever forum is designated by the 
injured party, to temporary, preliminary, permanent, and other 
injunctive relief against any breach of the provisions contained 
in such sections, and such punitive and compensatory damages as 
shall be awarded.  Further, in the event of a violation of the 
provisions of Sections 4.2, 4.3, or 4.4, the period of non-
competition, non-solicitation, employee noninterference, or non-
disparagement referred to therein shall be extended for a period 
of time equal to that period beginning on the date when such 
violation commenced and ending when the activities constituting 
that violation shall be finally terminated.

       5.   Arbitration and Jurisdiction.

       5.1. Arbitration.   Except for a determination to be made in 
the discretion of the Company such as a determination of the 
quota, and except as otherwise alternatively provided in Section 
4.6, any controversy or claim arising out of or relating to this 
Agreement, or the breach of this Agreement, shall be settled by 
arbitration by one Arbitrator in New York, New York, in accordance 
with the Rules of the American Arbitration Association, and 
judgment upon the award rendered by the Arbitrator may be entered 
in any court having jurisdiction thereof, provided that in the 
event the IMIC Group commences a litigation pursuant to the 
provisions of Section 4.6, all claims between the Company and 
Employee shall be litigated and not arbitrated.

       5.2. Jurisdiction.   Each of the Company and Employee hereby 
consents to the jurisdiction of the Supreme Court of the State of 
New York for the County of New York and the United States District 
Court for the Southern District of New York for all purposes in 
connection with (a) the arbitration referred to in Section 5.1 and 
(b) this Agreement, and further consents that any process or 
notice of motion in connection therewith may be served by certi-
fied or registered mail or by personal service in accordance with 
the provisions of Section 6, within or without the State of New 
York, provided a reasonable time for appearance is allowed.

       6.    Notices.   All notices provided for in this Agreement shall 
be in writing and shall be given to the addresses set forth below 
by registered or certified mail, return receipt requested, and by 
regular mail, both with postage prepaid, or personally delivered, 
or sent by facsimile transmission (provided the transmitting 
device provides a record of transmission) or by prepaid express 
mail or other overnight delivery service of any nationally 
recognized private carrier guaranteeing overnight delivery.  Any 
such notice shall be deemed given (i) when so delivered personally 
or sent by facsimile transmission if received at the receiving 
location during business hours, (ii) on the next business day if 
sent by facsimile transmission and received at the receiving 
location after business hours, (iii) on the date of delivery if 
sent by express or such private carrier guaranteeing overnight 
delivery if delivered during business hours at the receiving 
location, (iv) on the next business if sent by express mail or 
such private carrier guaranteeing overnight delivery if delivered 
at the receiving location at any time other than during business 
hours, or (v) if mailed, five business days after the date of 
deposit in the United States mail.

            The addresses referred to above are:
       
Employee's address:1208 Tynsfield Road
                   Oakmont, PA 15139

            With a copy to: _____________________
                            _____________________ 
                            _____________________ 
                            Attn: _______________

            Company address:5 Greentree Centre, Suite 201
                            Marlton, NJ  08053
                            Attn: Therese Julo, 
                            Director of Human Resources
                      
            With a copy to: Tannenbaum Dubin & Robinson, LLP
                            1140 Avenue of the Americas
                            New York, New York 10036
                            Attn: Marvin S. Robinson, Esq.

            Either the Company or Employee at any time may give notice 
of another address for it, him, or for copies in accordance with 
the provisions of this Section 6.

       7.   Miscellaneous.

       7.1. This Agreement (a) shall be governed by and construed 
in accordance with the laws of the State of New York as if it were 
an agreement made and to be performed entirely within such State, 
(b) may not be modified or amended except by a writing signed by 
each of the Company or its successors and Employee, (c) shall be 
binding upon each of the Company and its successors and Employee 
and his distributees, personal representatives, executors, and 
administrators, and (d) contains the entire agreement and under-
standing between the Company and Employee with respect to the 
subject matter of this Agreement and supersedes all prior 
agreements, arrangements, and understandings, written or oral, 
between the Company and Employee with respect to the subject 
matter of this Agreement. 

       7.2. This Agreement may not be assigned by Employee.  This 
Agreement may be assigned by the Company to any other member of 
the IMIC Group.  This Agreement may not otherwise be assigned by 
the Company or the IMIC Group without Employee's written consent 
which shall not be unreasonably withheld or delayed.

       7.3. The headings in this Agreement are inserted for 
convenience of reference only and shall not in any manner affect 
the construction or meaning of anything herein contained or govern 
the rights or liabilities of the parties to this Agreement.  All 
pronouns used shall be adjusted to the appropriate number and 
gender as required by the context and circumstances.

       7.4. To the extent that this Agreement requires Employee to 
comply with obligations for the benefit of any member of the IMIC 
Group, each such entity shall be a third-party beneficiary of this 
Agreement.

       IN WITNESS WHEREOF, the parties have executed this Agreement.

                 INDUSTRI-MATEMATIK AMERIRICAN OPERATIONS, INC.


                 By:___________________________________
                      Carl Joelsson
                 Senior Vice President, World Wide Services


                 ______________________________________
                      Philippe Beaurain