Form Of Advisory Agreement By And Between

ADVISORY AGREEMENT


This Advisory Agreement made and entered into as of the 20th day of May, 1996, by and between AmeriData Technologies, Inc., a Delaware corporation, having a place of business at 700 Canal Street, Stamford, Connecticut 06902 ("Employer"), and LEONARD J. FASSLER, having a business office at 700 Canal Street, Stamford, Connecticut 06902 ("Employee").


W I T N E S S E T H:


WHEREAS, Employer is engaged in the computer products and services business and desires to employ Employee as an advisor to Employer, and Employee desires to be employed by Employer, all pursuant to the terms and conditions hereinafter set forth:


WHEREAS, Employer heretofore entered into an Employment Agreement with Employee;


WHEREAS, in connection with the merger of the Employer and GAC Acquisition I Corp. (the "Merger"), the parties hereto desire to amend the Employment Agreement and to provide as follows;


NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:


1. EMPLOYMENT; DUTIES.


Employer hereby agrees, to employ Employee, and Employee hereby agrees to accept employment during the term hereof for up to 50 days in each of the first two years following the Purchase Date and for up to 25 days during the last six months of this Agreement, as an advisor, and shall perform such advisory services in the mergers and acquisitions area. Employer shall not require Employee to perform such services on a regular basis at a location which is more than 15 miles from Stamford, Connecticut, other than such travel as may be reasonably required to perform such advisory services. Nothing herein contained shall be construed as, including, but not limited to, (a) preventing Employee from investing his personal assets in any business which does not compete directly with Employer, or (b) preventing Employee from purchasing securities in any corporation whose securities are regularly publicly traded, if such purchases shall not result in his owning beneficially at any time 5% or more of the equity securities of any corporation engaged in a business which is directly competitive to that of Employer.


2. TERM.


Employee's employment hereunder shall be for a term commencing on the date immediately following the Purchase Date until and ending on the date which is two and one-half years after such Purchase Date.


3. COMPENSATION.


(a) As compensation for the performance of his duties on behalf of Employer, Employee shall be compensated as follows:


(i) Employer will pay Employee a lump-sum payment in the
amount of Five Hundred Thousand Dollars ($500,000) at the closing date
of the Merger.


(ii) For the period commencing on the date immediately
following the Purchase Date until the date which is two years after
such Purchase Date, Employer shall pay Employee Two Hundred
Seventy-Five Thousand Dollars ($275,000) per year and for the period of
six months immediately thereafter, Employer shall pay Employee
$100,000, in each case irrespective of whether Employer uses Employee's
services as an advisor.


(b) Employer shall reimburse Employee for the expenses incurred by Employee in connection with his duties hereunder upon presentation by Employee of the details of and vouchers for such expenses in accordance with customary Employer practice. Employer shall pay Employee a non-accountable automobile expense allowance not to exceed Five Hundred Dollars ($500) per month and shall reimburse Employee for the costs of automobile insurance.


(c) Employee shall be entitled to participate in all retirement, life insurance, medical insurance, disability insurance, vacation, ...