Retention Agreement - Computer Language Research Inc. and Brian Healy


                               RETENTION AGREEMENT


            RETENTION AGREEMENT (this 'Agreement'), made as of January __, 1998
by and between Computer Language Research, Inc., a Delaware corporation (the
'Company'), and Brian Healy ('Executive'). This Agreement consists of the text
hereof and Exhibit A attached hereto.

                              W I T N E S S E T H:

            WHEREAS, Executive is currently a valued key executive of the
Company; and

            WHEREAS, the Company and The Thomson Corporation ('Thomson') are
presently negotiating the purchase of the Company by a subsidiary of Thomson
(the 'Acquisition') and the Company recognizes that, as a result of the
Acquisition, uncertainty and questions could rise among management and could
result in the departure or distraction of management personnel to the detriment
of the Company; and

            WHEREAS, the Company considers it essential to its best interests to
foster the continuous employment of key management personnel, such as Executive,
by providing for the payment of severance and other benefits in the event of
Executive's termination of employment following the Acquisition;

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

            1. Employment and Duties.

            The Company hereby agrees to employ Executive and Executive hereby
accepts such employment. During the Term, as defined in Section 2 below,
Executive shall have such duties as may be assigned to Executive from time to
time by the Chief Executive Officer of the Company or the designee thereof or
the Board of Directors. Executive shall devote substantially all his business
time, attention, skill and efforts during the Term to the faithful performance
of his duties hereunder and shall not accept employment elsewhere during the
Term.

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            2. Term.

            The term of Executive's employment under this Agreement (the 'Term')
shall commence on the closing date of the Acquisition and shall continue in
effect through December 31, 1998. The provisions of this Agreement shall
continue in effect beyond the Term to the extent necessary to carry out the
intentions of the parties hereto.

            3. Compensation.

            During the Term, Executive shall be entitled to the following
compensation for his services to the Company:

            (a) Base Salary. The Company shall pay Executive a base salary (the
'Base Salary') at an annual rate of $184,000, in accordance with the ordinary
payroll practices of the Company.

            (b) Retention Bonus. In addition to the Base Salary and the Special
Bonus, Executive shall be entitled to participate in the Retention Bonus Plan
(the 'Retention Bonus Plan') that the Company shall adopt in connection with the
Acquisition, a copy of which is attached hereto as Exhibit A.

            (c) Special Bonus. Subject to Sections 4(a) and 5 below, the Company
shall pay Executive a Special Bonus (the 'Special Bonus') of $110,000 in a lump
sum amount within fifteen business days after the end of the Term.

            (d) Retirement, Savings and Welfare Benefit Plans. Executive and/or
Executive's family, as the case may be, shall be eligible for participation in
and shall receive all benefits under each retirement, savings and welfare
benefit plan of the Company, as in effect immediately prior to the Acquisition
(or such benefits that may be substituted therefor by the Company) applicable to
other key executives, including, without limitation, all medical, dental,
disability, group life, accidental death and travel accident insurance plans and
programs.

            (e) Expenses. Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him in the performance of
his duties for the Company which shall be paid to him in accordance with the
policies and procedures of the Company as in effect at any time thereafter with
respect to other key executives.

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            4. Termination of Employment.

            (a) Termination for Cause; Resignation without Good Reason. The
Company may terminate Executive's employment hereunder for Cause (as defined in
the Retention Bonus Plan). If Executive's employment is terminated by the
Company for Cause, or by Executive for reasons other than Good Reason (as
defined in the Retention Bonus Plan) prior to the expiration of the Term, the
Company shall be obligated to make payment of any Base Salary earned prior to
the date of the termination of Executive's employment with the Company (the
'Date of Termination') but not yet paid to Executive, any unreimbursed business
expenses and any payment from any employee benefit plan described in Section 3
of this Agreement which shall be paid in accordance with such plan and the
continuation of coverage under any insurance program as required under any such
benefit plan or which may be required by law. In the event of Executive's
termination for Cause or Resignation without Good Reason prior to the end of the
Term, he will not be entitled to receive the Special Bonus. Eligibility for any
retention bonus under the Retention Bonus Plan shall be determined according to
the terms of the Retention Bonus Plan. Except as provided above, the Company
shall not be obligated to make any additional payments of compensation or
benefits specified in Section 3 of this Agreement for any periods after the Date
of Termination.

            (b) Resignation for Good Reason; Termination without Cause.
Executive shall be entitled to the following compensation and benefits if
Executive's employment is terminated by Executive for Good Reason or by the
Company without Cause, in either case at any time prior to the expiration of the
Term:

            (i) Salary Continuation. In addition to the payment of all Base
      Salary earned but not paid, the Company shall continue to pay Executive
      his Base Salary in accordance with the terms of this Agreement through the
      end of the Term.

            (ii) Special Bonus. Subject to Section 5 below, the Company shall
      pay Executive the Special Bonus in accordance with the terms of this
      Agreement.

            (iii) Benefit Continuation. Executive shall continue to participate
      in all employee benefit plans referenced in Section 3(d) above through the
      end of the Term in accordance with the terms of this Agreement.

            (iv) Lump Sum Payment under Retention Bonus Plan. Subject to Section
      5 below, within fifteen business days following the Date of Termination,
      the Company shall make a lump sum payment to Executive equal to the amount
      that the Company would have owed Executive under the Retention Bonus Plan
      had Executive continued to be employed by the Company until the second
      anniversary of the Effective Date (as defined in the Retention Bonus
      Plan).

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            (v) Severance Payment. Subject to Section 5, after the expiration of
      the Term and in lieu of any other severance payment or benefit that
      Executive would otherwise be entitled to receive under any plan, program
      or arrangement of the Company or its affiliates except as provided in this
      Agreement, the Company shall continue to pay Executive an amount equal to
      his Base Salary in accordance with the terms of this Agreement beginning
      on January 1, 1999 and continuing through December 31, 1999.

            (c) Termination of Employment At or After the End of the Term. In
the event that Executive's employment is terminated either by Executive or by
the Company for any reason either at or after the end of the Term, in addition
to the compensation and benefits that Executive is entitled to receive under
Section 3 above, Executive shall, subject to Section 5 below, be entitled to the
following benefits:

            (i) Lump Sum Payment under Retention Bonus Plan. Within fifteen
      business following the Date of Termination, the Company shall make a lump
      sum payment to Executive equal to the amount that the Company would have
      owed Executive under the Retention Bonus Plan had Executive continued to
      be employed by the Company until the second anniversary of the Effective
      Date (as defined in the Retention Bonus Plan) to the extent such amount is
      then unpaid.

            (ii) Severance Payment. Beginning on the Date of Termination and
      continuing through December 31, 1999, the Company shall continue to pay
      Executive an amount equal to a pro rata portion of his Base Salary in
      accordance with the terms of this Agreement. The parties hereto agree that
      any payment under this Section 4(c)(ii) shall be in lieu of any other
      severance payment or benefit that Executive would otherwise be entitled to
      receive under any plan, program or arrangement of the Company or its
      affiliates except as provided in this Agreement.

            (d) Death or Disability Before End of Term. If Executive dies or
incurs a Permanent Disability (as defined in the Retention Bonus Plan) prior to
the expiration of the Term, the Company shall be under no obligation to make
additional payments of the compensation and benefits described in Section 3 of
the Agreement to Executive or Executive's estate after the Date of Termination
except for any Base Salary earned prior to the Date of Termination but not yet
paid; provided, however, subject to Section 5 below in the event of a Permanent
Disability, or in the event of Executive's death, the Company shall pay
Executive or Executive's estate, as the case may be, the Special Bonus according
to the terms of this Agreement. The Company shall also continue to provide any
benefits to Executive and Executive's survivors as required by law. Eligibility
for the retention bonus under the Retention Bonus Plan shall be determined
according to the terms of the Retention Bonus Plan.

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            (e) Notice of Termination Required. No termination of employment by
Executive or by the Company pursuant to this Section 4 shall be effective unless
the terminating party shall have delivered a Notice of Termination. For purposes
of this Agreement, a 'Notice of Termination' shall mean a written notice which
shall indicate the specific termination provision in this Agreement, or the
Retention Bonus Plan, if applicable, relied upon and, in the case of a
termination of Executive's employment by the Company for Cause or by Executive
for Good Reason, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated.

            (f) Nature of Payments. Any amounts due under this Section 4 are in
the nature of severance payments, liquidated damages, or both, and are not in
the nature of a penalty.

            5. Waiver and Release.

            Upon a termination by the Company without Cause or the resignation
of Executive for Good Reason, Executive hereby acknowledges and agrees that in
order to be entitled to receive from the Company any payment under any of
Sections 3(b), 3(c), 4(b)(ii), 4(b)(iv), 4(b)(v), 4(c)(i), or 4(c)(ii),
Executive shall execute a waiver and release of claims pertaining to the
employment of Executive by the Company substantially in the form attached as
Appendix A to Exhibit A hereof.

            6. Protection of the Company's Interests.

            (a) Confidentiality. Executive hereby acknowledges and agrees that
he possesses and will continue to possess information which has been created,
discovered, developed by or otherwise become known to Executive (including
information discovered or made available by subsidiaries, affiliates or joint
ventures of the Company or in which property rights have been assigned or
otherwise conveyed to the Company), which information has commercial value to
the Company, including but not limited to trade secrets, innovations, processes,
computer codes, data, know-how, improvements, discoveries, developments,
techniques, marketing plans, strategies, costs, customer and client lists, or
any information Executive has reason to know the Company would treat as
confidential for any purpose, whether or not developed by Executive (hereinafter
referred to as 'Confidential Information'). Unless instructed in writing by the
Company, Executive will not, at any time, disclose to others, or use, or allow
anyone else to disclose or use, any Confidential Information (except as may be
necessary in the performance of Executive's employment with the Company),
unless, until and then only to the extent that such Confidential Information has
become ascertainable or obtained from public or published sources or was
available to Executive on a non-confidential basis prior to any such disclosure
or use, provided that the

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source of such material, to Executive's knowledge upon inquiry, is or was not
bound by an obligation of confidentiality to the Company.

            (b) Restrictive Covenants. Executive hereby acknowledges that
because of his skills, his position with the Company and the Confidential
Information to which Executive shall have access or be provided on account of
such employment with the Company, competition by Executive with the Company
could damage the Company in a manner which cannot adequately be compensated by
damages or an action at law. In view of such circumstances, because of the
Confidential Information obtained by, or disclosed to Executive, and as a
material inducement to the Company to enter into this Agreement and other good
and valuable consideration, Executive covenants and agrees to the following (for
purposes of this Agreement, the term 'directly or indirectly' shall be construed
in its broadest sense and shall include the activities of the members of
Executive's immediate family or any partnership in which Executive is a
partner):

            (i) Noncompetition. During Executive's employment with the Company
      and for a period of eighteen months thereafter (the 'Restricted Period'),
      Executive shall not, directly or indirectly, in the Tax and Accounting
      Software Business (as defined below) anywhere in the world or, without the
      prior written consent of the Company, directly or indirectly, own an
      interest in, manage, operate, join, control, lend money or render
      financial or other assistance (other than customary professional
      courtesies afforded to members of the business community) to or
      participate in or be connected with, as an officer, employee, partner,
      stockholder, consultant, advisor or other similar capacity, any person
      that engages in the Tax and Accounting Software Business (other than the
      Company or its affiliates); provided, however, that, for the purposes of
      this Section 6(b)(i), ownership of securities having no more than one
      percent of the outstanding voting power of any competitor which are listed
      on any national securities exchange or traded actively in the national
      over-the-counter market shall not be deemed to be in violation of this
      Section 6(b)(i) so long as the person owning such securities has no other
      connection or relationship with such competitor that would not be
      permitted hereby. For purposes hereof, 'Tax and Accounting Software
      Business' means the business of developing, designing, publishing,
      marketing and distributing (i) tax compliance and tax planning software
      and services for tax and accounting professionals within corporations,
      banks, government agencies and accounting firms; (ii) accounting and
      practice management software and services marketed primarily to accounting
      firms; and (iii) other tax and accounting software products and services
      which are developed, or are under development, by the Company during the
      period from the Effective Time through termination of employment of
      Executive.

            (ii) Nonsolicitation of Customers. Executive hereby agrees that,
      during the Restricted Period (other than on behalf of the Company or its
      affiliates), Executive will

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      not in any way, directly or indirectly, for the purpose of conducting or
      engaging in the Tax and Accounting Software Business, call upon, solicit,
      advise or otherwise do, or attempt to do, business with any customers of
      the Company or any affiliate of the Company with whom the Company or any
      such affiliate had any dealings during the two year period prior to the
      first day of the Restricted Period, or take away or interfere or attempt
      to interfere with any customer, trade, business or patronage of the
      Company or any affiliate.

            (iii) Nonsolicitation. Executive hereby agrees that, during the
      Restricted Period, Executive will not in any way, directly or indirectly,
      hire, attempt to hire, interfere with or attempt to interfere with any
      officers, employees, representatives, consultants or agents of the Company
      or any affiliate, or any former officer, employee, representative,
      consultant or agent of the Company or any affiliate who resigned or was
      terminated within the prior six-month period (other than an employee whose
      employment was terminated by the Company or an affiliate without Cause or
      who resigned from his or her employment with the Company for Good Reason
      as such terms are defined in the Retention Bonus Plan), or induce or
      attempt to induce any of them to leave the employ of the Company or any
      affiliate or violate the terms of their contracts, or any arrangements,
      with the Company or any affiliate.

            (iv) Assignment of Developments. All Developments that were or are
      at any time made, conceived or suggested by Executive, whether acting
      alone or in conjunction with others, during Executive's employment with
      the Company shall be the sole and absolute property of the Company, free
      of any reserved or other rights of any kind on the part of Executive.
      During Executive's employment and, if such Developments were made,
      conceived or suggested by Executive during his employment with the
      Company, thereafter, Executive shall promptly make full disclosure of any
      such Developments to the Company and, at the Company's cost and expense,
      do all acts and things (including, among others, the execution and
      delivery under oath of patent and copyright applications and instruments
      of assignment) deemed by the Company to be necessary or desirable at any
      time in order to effect the full assignment to the Company of Executive's
      right and title, if any, to such Developments. For purposes of this
      Agreement, the term 'Developments' shall mean all data, discoveries,
      findings, reports, designs, inventions, improvements, methods, practices,
      techniques, developments, programs, concepts, and ideas, whether or not
      patentable, relating to the present or planned activities (with respect to
      the Tax and Accounting Software Business) of which Executive is as of the
      date of this Agreement aware or of which Executive during his employment
      becomes aware, or the products and services of the Company or any of its
      affiliates (with respect to the Tax and Accounting Software Business).

                                       8


            (v) Reasonable Limitations. Given the important nature of the
      position Executive holds with the Company, the nature of the Company's
      business and the sensitive nature of the Confidential Information and
      duties Executive has with the Company, the parties acknowledge that the
      limitations, including but not limited to, the scope of activities
      prohibited, the geographic area covered and the time limitation, are
      reasonable.

            (vi) Remedies. In the event of an actual or threatened breach by
      Executive of the provisions of this Section 6, the Company shall be
      entitled to a temporary restraining order and an injunction restraining
      Executive from such breach. Nothing herein, however, shall be construed as
      prohibiting the Company from pursuing any other remedies available to it
      for such actual or threatened breach, including, without limitation, the
      recovery of damages and reasonable attorneys' and paralegals' fees and
      costs from Executive. If Executive violates any of the covenants in this
      Section 6, the term and the covenant violated shall be automatically
      extended for the period of time of the violation, either from the date on
      which Executive ceases such violation or from the date of the entry by a
      court of competent jurisdiction of an order or judgment enforcing such
      covenants, whichever period is later.

            7. No Obligation to Mitigate.

            Following termination of Executive's employment, Executive shall be
under no obligation to seek other employment or otherwise to mitigate damages
resulting from his termination of employment. In addition, there shall be no
offset against amounts due to Executive under any provision of this Agreement,
on account of any remuneration to which Executive becomes entitled from any
person for whom Executive subsequently provides services.

            8. Successors; Binding Agreement.

            This Agreement shall inure to and be binding upon the successors and
assigns of the Company. This Agreement shall inure to the benefit of and be
enforceable by Executive and Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees but shall not be assignable by Executive.

            9. Notices.

            Any notice hereunder by either party to the other shall be given in
writing by personal delivery, telex, telecopy or certified mail, return receipt
requested, to the address first set forth below in the case of the Company, and
to the address set forth on the signature page

                                       9


hereof in the case of Executive (or, in either case, to such other address as
may from time to time be designated by notice by any party hereto for such
purpose):

                                       10


                        Computer Language Research, Inc.
                        2395 Midway Road
                        Carrollton, Texas 75006
                        Attention: General Counsel
                        Telecopier No.: (972)250-8423

                        with a copy to:

                        The Thomson Corporation
                        1 Station Place
                        Stamford, Connecticut 06902
                        Attention: General Counsel
                        Telecopier No.: (203) 348-5718

                        and with an additional copy to:

                        Shearman & Sterling
                        599 Lexington Avenue
                        New York, New York 10022
                        Telecopier No. (212) 848-7179
                        Attention: David W. Heleniak, Esq.

Notice shall be deemed given, if by personal delivery, on the date of such
delivery or, if by telex or telecopy, on the business day following receipt of
answer back or telecopy confirmation or, if by certified mail, on the date shown
on the applicable return receipt.

            10. Amendment and Waiver.

            No provision of this Agreement may be amended, modified, waived or
discharged unless such amendment, modification, waiver or discharge is agreed to
in writing and signed by Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.

            11. Merger of Prior Agreements and Negotiations.

            (a) This Agreement sets forth all of the promises, agreements,
conditions and understandings between the parties hereto respecting the subject
matter hereof and supersedes all prior negotiations, conversations, discussions,
correspondence, memoranda and agreements between the parties concerning such
subject matter.

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            (b) Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between Executive and
the Company, the employment of Executive by the Company is 'at will' and that,
subject to the provisions of Section 3 above, if Executive's employment is
terminated by either Executive or the Company at any time prior to the beginning
of the Term, Executive shall have no further rights under this Agreement. From
and after the commencement of the Term, this Agreement shall supersede any other
agreement between the parties with respect to the subject matter hereof.

            12. Partial Invalidity.

            If the final determination of a court of competent jurisdiction or
arbitrator declares, after the expiration of the time within which judicial
review (if permitted) of such determination may be perfected, that any term or
provision hereof is invalid or unenforceable, (a) the remaining term and
provisions hereof shall be unimpaired and (b) the invalid or unenforceable term
or provision shall be deemed replaced by a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision.

            13. Governing Law; Legal Actions.

            This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Delaware without regard to the laws of any other
state or jurisdiction. Each of the Company and Executive hereby waives all right
to trial by jury in any action or proceeding arising out of or relating to this
Agreement. Each party will be liable for any legal fees incurred by such party
pursuant to any dispute or controversy arising hereunder.

            14. Counterparts.

            This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

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            IN WITNESS WHEREOF, the parties hereto, having entered into this
Agreement as of January , 1998.


                                          COMPUTER LANGUAGE             
                                          RESEARCH, INC.
                                          
                                          
                                          By:__________________________
                                          Title:
                                          
                                          
                                          
                                          
                                          EXECUTIVE
                                          
                                          
                                          _____________________________
                                          Name: Brian Healy
                                          Title:
                                          Address:
                                          
                                          

                                                                      EXHIBIT A

                              RETENTION BONUS PLAN

            This Retention Bonus Plan (the 'Plan') is primarily designed to
provide certain eligible employees of Computer Language Research, Inc.(the
'Company') with the opportunity to participate in a special bonus retention
program, provided they remain in the employ of the Company through the
completion of a designated transition period following the Acquisition. The Plan
shall become effective as of the Effective Time and shall continue in effect
until terminated by the Company's Board of Directors (the 'Board') in accordance
herewith. Capitalized terms that are not otherwise defined herein shall have the
meaning set forth in the Agreement and Plan of Merger among The Thomson
Corporation ('Parent'), a wholly-owned subsidiary of the Parent and the Company.

I.    ELIGIBILITY

            You shall be eligible to receive your designated retention bonus
under the Plan if each of the following requirements is satisfied;

            o     the Board has selected you for participation in the Plan and
                  the Company has communicated such participation to Parent in
                  writing prior to the Effective Time;

            o     you remain actively employed by the Company or the Parent or a
                  subsidiary of the Parent or the Company until the earlier to
                  occur of (i) the completion of the Bonus Earn-Out Period
                  designated below or (ii) the occurrence of any of the
                  following events: (A) the involuntary termination of your
                  employment by the Company or the Parent for any reason other
                  than for Cause, (B) your resignation for Good Reason or (C)
                  your death or Permanent Disability;

            o     if any such agreement is attached hereto, the execution by
                  you, and your continued compliance with, such agreement
                  attached hereto as Appendix C; and

            o     if you are terminated by the Company without Cause or resign
                  from your employment for Good Reason, the execution by you of
                  a waiver and release of claims pertaining to your employment
                  with the Company, substantially in the form attached hereto as
                  Appendix A.

            The amount of your retention bonus was determined by the Board at
the time of your selection for participation in the Plan and is indicated on the
retention bonus award letter

                                       2


attached hereto as Appendix B. Your retention bonus will become payable in two
installments during the Bonus Earn-Out Period, and you must remain in eligible
employee status to receive each such installment.

            No individuals other than those identified to Parent by the Company
in writing prior to the Effective Time as participants in the Plan shall be
eligible to participate in this Plan.

            You will not be eligible for any retention bonus under this Plan if
any of the following circumstances occur:

            o     You voluntarily terminate employment with the Company or the
                  Parent other than for Good Reason.

            o     You are terminated by the Company or the Parent for Cause.

            For purposes of the Plan, the following definitions shall be in
effect:

            o     'Acquisition' shall mean the acquisition of the Company by the
                  Parent or a subsidiary of the Parent.

            o     'Bonus-Earn Out Period' shall mean the period beginning at the
                  Effective Time (the 'Effective Date') and ending (i) as to 50%
                  of the retention bonus, on the first anniversary of the
                  Effective Date, and (ii) as to the remaining 50% of the
                  retention bonus, on the second anniversary of the Effective
                  Date.

            o     'Cause' shall mean the termination of your employment by the
                  Company or the Parent by reason of (i) your willful, negligent
                  or repeated failure to perform the material duties of your
                  position (following reasonable notice and an opportunity to
                  cure in the event of negligent or repeated failure to perform
                  only); (ii) any willful misconduct or gross negligence on your
                  part which is injurious to the Company or the Parent; (iii)
                  your conviction or plea of no contest to either (A) a felony
                  or (B) a misdemeanor involving dishonesty or moral turpitude;
                  or (iv) your commission of any act of fraud against, or the
                  misappropriation of property belonging to, the Company or the
                  Parent; or (v) your making a materially false statement to the
                  auditors or legal counsel of the Company or the Parent or your
                  willful falsification of any corporate document or form.

            o     'Good Reason' shall mean one or more of the following changes
                  to the terms and conditions of your employment with the
                  Company or the Parent

                                       3


                  after the effective date of the Acquisition: (i) any material
                  reduction in your rate of base salary (compared to your base
                  rate of salary for the 1997 calendar year), (ii) a material
                  reduction in your level of authority or the duties or
                  responsibilities of your position; or (iii) a relocation of
                  your principal place of employment by more than fifty (50)
                  miles from your current principal place of employment,
                  provided such reduction or relocation is effected without your
                  written consent.

            o     'Permanent Disability' shall mean your physical or mental
                  incapacity to perform your employment duties for a total of
                  sixteen consecutive weeks or for an aggregate of more than six
                  months in any fourteen-month period (as determined by a
                  physician who shall be selected by the Company and the
                  decision of whom shall be final and conclusive).

II.   TERMS OF THE PLAN

            The amount of the retention bonus that will be payable to you
pursuant to the Plan shall be set forth in the award letter attached hereto as
Appendix B.

            Your retention bonus will be payable in two installments over the
Bonus Earn-Out Period. You must remain employed by the Company or the Parent on
each installment date during the Bonus Earn-Out Period in order to receive the
installment payable on that date except as provided under Part I hereof. The
payout date for each installment during the Bonus Earn-Out Period and the
percentage of your retention bonus which is to become due and payable on that
date, provided you remain actively employed by the Company or the Parent, are as
follows:

               Payment Date                Percentage of Retention Bonus Payable
               ------------                -------------------------------------
      Effective Date                                        0%

      First Anniversary of the Effective Date              50%

      Second Anniversary of the Effective Date             50%

            However, if you become eligible for your retention bonus under the
Plan by reason of (i) the termination of your employment with the Company or the
Parent other than for Cause, (ii) your resignation for Good Reason or (iii) your
death or Permanent Disability, then you will receive the full amount of your
retention bonus in a lump-sum payment as soon as administratively feasible
following your termination date.

                                       4


            Retention bonuses are not intended to constitute eligible earnings
or compensation for purposes of any other employee plans, programs or
arrangements now or hereafter offered by the Company or the Parent.

            Payment of your retention bonus will be subject to the collection by
the Company or the Parent of all applicable federal, state and local income and
employment withholding taxes.

III.  OTHER IMPORTANT INFORMATION

            Plan Administration. Within the scope of the terms of the Plan and
in accordance therewith, as the administrator of the Plan, the Board has full
discretionary authority to administer and interpret the Plan, including the
discretionary authority to determine eligibility for participation and benefits
under the Plan and the amount of benefits (if any) payable per participant. All
such determinations by the Board shall be final, binding and conclusive upon all
persons.

            Benefits. All bonuses will be paid from the general assets of the
Company. The Company will not establish any trust or escrow to fund the benefits
which may become due and payable under the Plan. The benefits provided under the
Plan are not assignable or transferable. However, should a participant die prior
to receipt of all or any portion of the retention bonus to which he or she
becomes entitled under the Plan, then that unpaid amount shall be paid to the
executor or administrator of that participant's estate.

            Successor Liability. The terms and provisions of this Plan shall be
binding upon any successor entity to the Company, and such successor entity
shall accordingly be liable for the payment of all benefits which become due and
payable under the Plan with respect to the eligible employees of the Company.

            Plan Terms. The Plan supersedes any and all prior retention
arrangements, programs or plans previously offered by the Company to employees
eligible to participate in this Plan.

            Taxes. The Company or the Parent will withhold taxes and all other
applicable payroll deductions from any payment made pursuant to the Plan. Except
to the extent otherwise agreed by the Company in writing, to the extent any
retention bonus paid to any eligible employee under the Plan constitutes an
'excess parachute payment' within meaning of Section 280G(b) of the Internal
Revenue Code of 1986, as amended, that employee shall be solely responsible for
any and all excise taxes attributable to such payment, and those excise taxes
shall accordingly be withheld from the retention bonus payable to such
individual.

                                       5


            No Right to Employment. No provision of the Plan is intended to
provide you or any other employee with any right to continue in the employ of
the Company or the Parent or otherwise affect the right of the Company or the
Parent, which right is hereby expressly reserved by each such party, to
terminate the employment of any individual at any time for any reason, with or
without cause.

            Applicable Law. This Plan shall be governed by the laws of the State
of Delaware, without giving effect to the conflicts of laws principles thereof.


                                   APPENDIX A


              [FORM OF RELEASE FOR EXECUTIVES WITH RETENTION BONUS
                                   AGREEMENTS]

                                     [Date]

[Employee Name]
[Address]


Dear [Employee]:

            This letter contains an offer by Computer Language Research, Inc.
('the Company'), a Texas corporation, of terms for the termination of your
employment ('Offer'). To accept the Company's Offer, you must affix your
signature at the end of this letter and return it to [name] in person or by mail
postmarked no later than [date 21 days after delivery of Offer]. If you do not
accept the Company's Offer, you will not receive the benefits described herein.

            1. Effective as of [date], your employment with the Company is
terminated ('Termination Date'). Therefore, as of such date, you will cease to
be an active employee for purposes of any welfare, benefit or other plan
maintained by the Company and you will no longer be entitled to receive any
salary or wages from the Company.

            2. As soon as practicable after your acceptance of the Offer, the
Company will pay you a Special Bonus of [             ] in a lump sum amount.

            3. You shall continue to participate in all employee benefit plans
referenced in Section 3(d) of the Retention Agreement dated [          ] between
you and the Company (the 'Retention Agreement') through the end of the Term (as
defined in the Retention Agreement).

            4. As soon as practicable after your acceptance of the Offer, the
Company shall make a lump sum payment to you equal to the amount that the
Company would have owed to you under the Retention Bonus Plan ('Retention Bonus
Plan') had you continued to be employed by the Company until the second
anniversary of the Effective Date (as defined in the Retention Bonus Plan).

            5. After the expiration of the Term (as defined in the Retention
Agreement, the Company shall continue to pay you an amount equal to your Base
Salary (as defined in the Retention Agreement), according to the normal payroll
practices of the Company, beginning on January 1, 1999 and continuing through
December 31, 1999.

                                       2


            6. You are not entitled to receive benefits beyond the Termination
Date, except (i) as specifically provided in this Agreement, (ii) in accordance
with the terms of any employee benefit plan maintained by the Company in which
you participate, or (iii) COBRA. You will be provided at a future date with
information regarding your rights under COBRA to continue certain health
benefits at your own expense.

            7. In recognition of the Offer outlined above, you hereby agree to
release and discharge the Company and their present, former and future partners,
affiliates, direct and indirect parents, subsidiaries, successors, directors,
officers, employees, agents, attorneys, heirs and assigns (the 'Released
Parties'), from any and all claims, actions and causes of action that you may
have or in the future may possess with respect to the Released Parties,
including, but not limited to, claims, actions and causes of action arising out
of your employment relationship with the Company or the termination of such
employment, and including, but not limited to, any claims arising under Title
VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the
Americans With Disabilities Act of 1990, the Civil Rights Act of 1866, the Civil
Rights Act of 1991, the Employee Retirement Income Security Act of 1974, as
amended, the Family and Medical Leave Act of 1993, and any other federal, state
or local law whether such claim arises under statute or common law and whether
or not you are presently aware of the existence of such claim, damage, action
and cause of action, suit or demand. You also forever release, discharge and
waive any right you may have to recover in any proceeding brought by any
federal, state or local agency against the Released Parties to enforce any laws.
You agree that the value received as described in this letter agreement shall be
in full satisfaction of any and all claims, actions or causes of action for
payment or other benefits of any kind that you may have against the Released
Parties. Notwithstanding the foregoing, this letter agreement does not apply to
your rights, if any, to payment of benefits pursuant to any employee benefit
plan.

            8. In further recognition of the consideration recited above, you
hereby release and discharge the Released Parties from any and all claims,
actions and causes of action that you may have against the Released Parties
arising under the federal Age Discrimination in Employment Act of 1967, as
amended, and the applicable rules and regulations promulgated thereunder. By
signing this agreement, you represent that (i) you have been given the
opportunity to consult with the attorney(s) of your choice prior to signing this
letter agreement and to have such attorney(s) explain the provisions of this
letter agreement to you, (ii) that you are aware that this offer will remain
open for your acceptance for not less than twenty-one days, (iii) that for a
period of seven days following your acceptance hereof you have the option to
revoke such acceptance in accordance with the terms set forth below and (iv)
that you have knowingly and voluntarily accepted the terms of the offer as
described herein.

            9. You shall not commence or join any legal action, which term
includes, but is not limited to, any demand for arbitration proceedings and any
complaint to any federal,

                                       3


state or local agency, to assert any claim against a Released Party. If you
commence or join any legal action against a Released Party, you will indemnify
such Released Party for its reasonable costs and attorneys fees incurred in
defending such action as well as any monetary judgment obtained by you against
any Released Party in such action.

            10. You hereby represent and warrant to the Company that you have
returned all computer hardware or software, files, papers, memoranda,
correspondence, customer lists, financial data, credit cards, keys and security
access cards, and all items of any nature which are the property of the Company.

            11. You acknowledge and agree that you continue to be bound by the
restrictive covenants included in Section 6 of the Retention Agreement between
you and the Company dated [         ] and that you have and shall continue to 
abide by the terms thereof.

            12. During the Restricted Period (as defined in the Retention
Agreement), you shall make all reasonable and diligent efforts to cooperate with
the Company in connection with all pending, threatened or future claims,
actions, arbitrations, litigations, investigations, or injuries by any state,
federal, foreign or private entity, directly or indirectly arising from or
relating to any transaction, event or activity you were involved in,
participated in, or had knowledge of, while at the Company which is asserted
against any of the Released Parties. Such cooperation shall include all
reasonable assistance that the Company determines is necessary, including, but
not limited to, meeting or consulting with the Company and its counsel and their
designees, reviewing documents, analyzing facts and appearing or testifying as a
witness or interviewee or otherwise. The Company will pay you reasonable
compensation for your time spent in providing such services and will reimburse
you for all expenses incurred, including reasonable legal fees.

            13. In connection with such cooperation, except as otherwise
required by law, judicial order, subpoena or other lawful process, you will not
cooperate or communicate in any way with any other party or witness or their
counsel or designees without the express prior written consent of the Company.
Requests for such written consent should be directed to the Company Attention:
[______]. You will advise the Company, Attention: [_____], as soon as
practicable but in any event within three business days if you are contacted by
any person, firm, corporation, association or other entity in connection with
the business of the Company or any claim against any of the Released Parties.
Upon receiving such a request, the Company will respond as soon as practicable
but in any event within five business days by either granting or denying such
consent or by stating that it is not in a position to take such action due to
the temporary unavailability of certain individuals at the Company.

                                       4


            14. This letter shall be governed and construed in accordance with
the laws of the State of New York without reference to principles of conflict of
laws.

            15. If any term or provision of this letter agreement shall be
determined to be invalid or unenforceable to any extent or in any application,
then the remainder of this letter agreement shall not be affected thereby and
shall be valid and enforceable.

            16. No failure or delay on the part of the Company in the exercise
of any power, right or privilege hereunder shall operate as a waiver, nor shall
any single or partial exercise of any such power, right or privilege operate as
a waiver. The waiver by the Company of any breach or requirement of any
provision of this letter shall not operate as a waiver of any subsequent breach
or requirement.

            17. The rights under this letter shall inure to the benefit of the
successors and assigns of the Company.

            18. If accepted by you, this letter agreement may not be amended or
modified except by a writing executed by you and the Company that specifically
refers to this letter agreement and, expressly states that it is intended to
amend one or more terms of this letter agreement or to supersede this letter
agreement as a whole.

            This Offer will remain open for your acceptance until the close of
business on [date 21 days after delivery of Offer] after which it will lapse.

                                       5


            If you accept this Offer, you are provided a period of seven
calendar days within which you may revoke your acceptance. If you choose to
revoke your acceptance of this Offer, you must provide written notice of such
revocation within seven (7) days of your acceptance of this offer to the
Company; Attention: [_____]. To accept this offer, kindly execute one of the
copies where indicated and return the same to me by person or mail, postmarked
no later than [               ].

                                          Very truly yours,


                                          COMPUTER LANGUAGE RESEARCH, INC.


                                          ---------------------------------
                                          Name:
                                          Title

Read, agreed to and accepted


---------------------------------
Name:                   Date:


             [FORM OF RELEASE FOR EMPLOYEES WITHOUT RETENTION BONUS
                                   AGREEMENTS]

                                     [Date]

[Employee Name]
[Address]


Dear [Employee]:

            This letter contains an offer by Computer Language Research, Inc.,
(the 'Company'), a Texas corporation, of terms for the termination of your
employment ('Offer'). To accept the Company's Offer, you must affix your
signature at the end of this letter and return it to [name] in person or by mail
postmarked no later than [date 21 days after delivery of Offer]. If you do not
accept the Company's Offer, you will not receive the benefits described herein,
your participation in the Company's Retention Bonus Plan (the 'Retention Bonus
Plan') shall immediately terminate and will not be entitled to any additional
benefits under the Retention Bonus Plan.

            1. Effective as of [date], your employment with the Company is
terminated ('Termination Date'). Therefore, as of such date, you will cease to
be an active employee for purposes of any welfare, benefit or other plan
maintained by the Company and you will no longer be entitled to receive any
salary or wages from the Company.

            2. As soon as practicable after your acceptance of the Offer, the
Company shall make a lump sum payment to you equal to the amount that the
Company would have owed to you under the Retention Bonus Plan had you continued
to be employed by the Company until the second anniversary of the Effective Date
(as defined in the Retention Bonus Plan).

            3. You are not entitled to receive benefits beyond the Termination
Date, except (i) as specifically provided in this Agreement, (ii) in accordance
with the terms of any employee benefit plan maintained by the Company in which
you participate, or (iii) COBRA. You will be provided at a future date with
information regarding your rights under COBRA to continue certain health
benefits at your own expense.

            4. In recognition of the Offer outlined above, you hereby agree to
release and discharge the Company and their present, former and future partners,
affiliates, direct and indirect parents, subsidiaries, successors, directors,
officers, employees, agents, attorneys, heirs and assigns (the 'Released
Parties'), from any and all claims, actions and causes of action

                                       2


that you may have or in the future may possess with respect to the Released
Parties, including, but not limited to, claims, actions and causes of action
arising out of your employment relationship with the Company or the termination
of such employment, and including, but not limited to, any claims arising under
Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the
Americans With Disabilities Act of 1990, the Civil Rights Act of 1866, the Civil
Rights Act of 1991, the Employee Retirement Income Security Act of 1974, as
amended, the Family and Medical Leave Act of 1993, and any other federal, state
or local law whether such claim arises under statute or common law and whether
or not you are presently aware of the existence of such claim, damage, action
and cause of action, suit or demand. You also forever release, discharge and
waive any right you may have to recover in any proceeding brought by any
federal, state or local agency against the Released Parties to enforce any laws.
You agree that the value received as described in this letter agreement shall be
in full satisfaction of any and all claims, actions or causes of action for
payment or other benefits of any kind that you may have against the Released
Parties. Notwithstanding the foregoing, this letter agreement does not apply to
your rights, if any, to payment of benefits pursuant to any employee benefit
plan.

            5. In further recognition of the consideration recited above, you
hereby release and discharge the Released Parties from any and all claims,
actions and causes of action that you may have against the Released Parties
arising under the federal Age Discrimination in Employment Act of 1967, as
amended, and the applicable rules and regulations promulgated thereunder. By
signing this agreement, you represent that (i) you have been given the
opportunity to consult with the attorney(s) of your choice prior to signing this
letter agreement and to have such attorney(s) explain the provisions of this
letter agreement to you, (ii) that you are aware that this offer will remain
open for your acceptance for not less than twenty-one days, (iii) that for a
period of seven days following your acceptance hereof you have the option to
revoke such acceptance in accordance with the terms set forth below and (iv)
that you have knowingly and voluntarily accepted the terms of the offer as
described herein.

            6. You shall not commence or join any legal action, which term
includes, but is not limited to, any demand for arbitration proceedings and any
complaint to any federal, state or local agency, to assert any claim against a
Released Party. If you commence or join any legal action against a Released
Party, you will indemnify such Released Party for its reasonable costs and
attorneys fees incurred in defending such action as well as any monetary
judgment obtained by you against any Released Party in such action.

            7. You hereby represent and warrant to the Company that you have
returned all computer hardware or software, files, papers, memoranda,
correspondence, customer lists, financial data, credit cards, keys and security
access cards, and all items of any nature which are the property of the Company.

                                       3


            8. You acknowledge and agree that you continue to be bound by the
terms of any agreement that is attached as Appendix C to the Retention Bonus
Plan and that you have and shall continue to abide by the terms thereof.

            9. Beginning on the Termination Date and continuing for eighteen
months thereafter, you shall make all reasonable and diligent efforts to
cooperate with the Company in connection with all pending, threatened or future
claims, actions, arbitrations, litigations, investigations, or injuries by any
state, federal, foreign or private entity, directly or indirectly arising from
or relating to any transaction, event or activity you were involved in,
participated in, or had knowledge of, while at the Company which is asserted
against any of the Released Parties. Such cooperation shall include all
reasonable assistance that the Company determines is necessary, including, but
not limited to, meeting or consulting with the Company and its counsel and their
designees, reviewing documents, analyzing facts and appearing or testifying as a
witness or interviewee or otherwise. The Company will pay you reasonable
compensation for your time spent in providing such services and will reimburse
you for all expenses incurred, including reasonable legal fees.

            10. In connection with such cooperation, except as otherwise
required by law, judicial order, subpoena or other lawful process, you will not
cooperate or communicate in any way with any other party or witness or their
counsel or designees without the express prior written consent of the Company.
Requests for such written consent should be directed to the Company Attention:
[______]. You will advise the Company, Attention: [_____], as soon as
practicable but in any event within three business days if you are contacted by
any person, firm, corporation, association or other entity in connection with
the business of the Company or any claim against any of the Released Parties.
Upon receiving such a request, the Company will respond as soon as practicable
but in any event within five business days by either granting or denying such
consent or by stating that it is not in a position to take such action due to
the temporary unavailability of certain individuals at the Company.

            11. This letter shall be governed and construed in accordance with
the laws of the State of New York without reference to principles of conflict of
laws.

            12. If any term or provision of this letter agreement shall be
determined to be invalid or unenforceable to any extent or in any application,
then the remainder of this letter agreement shall not be affected thereby and
shall be valid and enforceable.

            13. No failure or delay on the part of the Company in the exercise
of any power, right or privilege hereunder shall operate as a waiver, nor shall
any single or partial exercise of any such power, right or privilege operate as
a waiver. The waiver by the Company of any breach or requirement of any
provision of this letter shall not operate as a waiver of any subsequent breach
or requirement.

                                       4


            14. The rights under this letter shall inure to the benefit of the
successors and assigns of the Company.

            15. If accepted by you, this letter agreement may not be amended or
modified except by a writing executed by you and the Company that specifically
refers to this letter agreement and, expressly states that it is intended to
amend one or more terms of this letter agreement or to supersede this letter
agreement as a whole.

            This Offer will remain open for your acceptance until the close of
business on [date 21 days after delivery of Offer] after which it will lapse.

            If you accept this Offer, you are provided a period of seven
calendar days within which you may revoke your acceptance. If you choose to
revoke your acceptance of this Offer, you must provide written notice of such
revocation within seven (7) days of your acceptance of this offer to the
Company; Attention: [_____]. To accept this offer, kindly execute one of the
copies where indicated and return the same to me by person or mail, postmarked
no later than [ ].

                                          Very truly yours,


                                          COMPUTER LANGUAGE RESEARCH, INC.


                                          ---------------------------------
                                          Name:
                                          Title

Read, agreed to and accepted


---------------------------------
Name:                   Date:


                                   APPENDIX B


                       [MODEL RETENTION BONUS AWARD LETTER
                              FOR EMPLOYEES WITHOUT
                     NONCOMPETE/NONSOLICITATION AGREEMENTS]

                              [Company Letterhead]

                                                [Date]

[Employee]
[Address]


Dear [Employee]:

            In recognition of your efforts and the contributions you have made
and the future contributions we hope you will continue to make as an employee of
Computer Language Research, Inc. (the 'Company'), we are offering you the
opportunity to earn a special Retention Bonus (the 'Retention Bonus') in the
amount indicated below. The Retention Bonus will be fully subject to the terms
of the Retention Bonus Plan, to which this award letter is attached as Appendix
B.

            Please note that this letter is not intended as a guarantee of
continuing employment or as an employment contract governing any term or
condition (other than with respect to eligibility for the Retention Bonus) of
your at-will employment with the Company, but as an incentive to you to continue
to work for the Company and in appreciation of your service. If you have
questions about this letter, please feel free to call [name] at [telephone
number].

                                    Computer Language Research, Inc.


                                    By:____________________________

                                    Title: __________________________


Amount of Retention Bonus Award: $___________


                       [MODEL RETENTION BONUS AWARD LETTER
                               FOR EMPLOYEES WITH
                     NONCOMPETE/NONSOLICITATION AGREEMENTS]

                                [Firm Letterhead]


                                                [Date]

[Employee]
[Address]


Dear [Employee]:

            In recognition of your efforts and the contributions you have made
and the future contributions we hope you will continue to make as an employee of
Computer Language Research, Inc. (the 'Company') and as consideration for your
execution of the agreement attached as Appendix C to the Retention Bonus Plan
(the 'Restrictive Covenant Agreement'), we are offering you the opportunity to
earn a special Retention Bonus (the 'Retention Bonus') in the amount indicated
below. The Retention Bonus will be fully subject to the terms of the Retention
Bonus Plan, to which this award letter is attached as Appendix B. The obligation
of the Company to pay to you the Retention Bonus is fully conditioned upon your
execution of the Restrictive Covenant Agreement and compliance therewith.

            Please note that this letter is not intended as a guarantee of
continuing employment or as an employment contract governing any term or
condition (other than with respect to eligibility for the Retention Bonus) of
your at-will employment with the Company, but as an incentive to you to continue
to work for the Company and in appreciation of your service. If you have
questions about this letter, please feel free to call [name] at [telephone
number].

                                    Computer Language Research, Inc.


                                    By:____________________________

                                    Title: __________________________


Amount of Retention Bonus Award: $___________


                                   APPENDIX C


[Date]

[Name of Executive]
[Address]

Dear [Name of Executive]:

      In consideration of the grant of a retention bonus (the 'Bonus') under the
Retention Bonus Plan (the 'Plan') proposed to be made pursuant to the Plan to
which this agreement (the 'Agreement') is attached as Appendix C and other good
and valuable consideration provided to you by Computer Language Research,
Inc.(the 'Company'), you hereby covenant and agree to the following:

      1. Confidentiality. You possess and will continue to possess information
which has been created, discovered, developed by or otherwise become known to
you (including information discovered or made available by subsidiaries,
affiliates or joint ventures of the Company or in which property rights have
been assigned or otherwise conveyed to the Company), which information has
commercial value to the Company, including but not limited to trade secrets,
innovations, processes, computer codes, data, know-how, improvements,
discoveries, developments, techniques, marketing plans, strategies, costs,
customer and client lists, or any information you have reason to know the
Company would treat as confidential for any purpose, whether or not developed by
you (hereinafter referred to as 'Confidential Information'). Unless instructed
in writing by the Company, you will not, at any time, disclose to others, or
use, or allow anyone else to disclose or use, any Confidential Information
(except as may be necessary in the performance of your employment with the
Company), unless, until and then only to the extent that such Confidential
Information has become ascertainable or obtained from public or published
sources or was available to you on a non-confidential basis prior to any such
disclosure or use, provided that the source of such material, to your knowledge
upon inquiry, is or was not bound by an obligation of confidentiality to the
Company.

      2. Restrictive Covenants. You acknowledge that because of your skills,
your position with the Company and the Confidential Information to which you
shall have access or be provided on account of such employment with the Company,
competition by you with the Company could damage the Company in a manner which
cannot adequately be compensated by damages or an action at law. In view of such
circumstances, because of the Confidential Information obtained by, or disclosed
to you, and as a material inducement to the Company to grant the Bonus and other
good and valuable consideration, you covenant and agree to the following (for
purposes of this Agreement, the term 'directly or indirectly' shall be construed
in its broadest sense and shall include the activities of the members of your
immediate family or any partnership in which you are a partner):

                                       2


            (a) Noncompetition. During your employment with the Company and for
a period of eighteen months thereafter (the 'Restricted Period'), you shall not
(as principal, agent, employee, consultant or otherwise), engage (other than on
behalf of the Company or its affiliates) directly or indirectly, in the Tax and
Accounting Software Business (as defined below) anywhere in the world or,
without the prior written consent of the Company, directly or indirectly, own an
interest in, manage, operate, join, control, lend money or render financial or
other assistance (other than customary professional courtesies afforded to
members of the business community) to or participate in or be connected with, as
an officer, employee, partner, stockholder, consultant, advisor or other similar
capacity, any person that engages in the Tax and Accounting Software Business
(other than the Company or its affiliates); provided, however, that, for the
purposes of this paragraph 2(a), ownership of securities having no more than one
percent of the outstanding voting power of any competitor which are listed on
any national securities exchange or traded actively in the national
over-the-counter market shall not be deemed to be in violation of this paragraph
2(a) so long as the person owning such securities has no other connection or
relationship with such competitor that would not be permitted hereby. For
purposes hereof, 'Tax and Accounting Software Business' means the business of
developing, designing, publishing, marketing and distributing (i) tax compliance
and tax planning software and services for tax and accounting professionals
within corporations, banks, government agencies and accounting firms; (ii)
accounting and practice management software and services marketed primarily to
accounting firms; and (iii) other tax and accounting software products and
services which are developed, or are under development, by the Company during
the period from the Effective Time through your termination of employment.

            (b) Nonsolicitation of Customers. You hereby agree that, during the
Restricted Period (other than on behalf of the Company or its affiliates), you
will not in any way, directly or indirectly, for the purpose of conducting or
engaging in the Tax and Accounting Software Business, call upon, solicit, advise
or otherwise do, or attempt to do, business with any customers of the Company or
any affiliate of the Company with whom the Company or any such affiliate had any
dealings during the two year period prior to the first day of the Restricted
Period, or take away or interfere or attempt to interfere with any customer,
trade, business or patronage of the Company or any affiliate.

            (c) Nonsolicitation. You hereby agree that, during the Restricted
Period, you will not in any way, directly or indirectly, hire, attempt to hire,
interfere with or attempt to interfere with any officers, employees,
representatives, consultants or agents of the Company or any affiliate, or any
former officer, employee, representative, consultant or agent of the Company or
any affiliate who resigned or was terminated within the prior six-month period
(other than an employee whose employment was terminated by the Company or an
affiliate without Cause or who resigned from his or her employment with the
Company for Good Reason as such terms are defined in the Retention Bonus Plan),
or induce or attempt to induce

                                       3


any of them to leave the employ of the Company or any affiliate or violate the
terms of their contracts, or any arrangements, with the Company or any
affiliate.

            (d) Assignment of Developments. All Developments that were or are at
any time made, conceived or suggested by you, whether acting alone or in
conjunction with others, during your employment with the Company shall be the
sole and absolute property of the Company, free of any reserved or other rights
of any kind on your part. During your employment and, if such Developments were
made, conceived or suggested by you during your employment with the Company,
thereafter, you shall promptly make full disclosure of any such Developments to
the Company and, at the Company's cost and expense, do all acts and things
(including, among others, the execution and delivery under oath of patent and
copyright applications and instruments of assignment) deemed by the Company to
be necessary or desirable at any time in order to effect the full assignment to
the Company of your right and title, if any, to such Developments. For purposes
of this Agreement, the term 'Developments' shall mean all data, discoveries,
findings, reports, designs, inventions, improvements, methods, practices,
techniques, developments, programs, concepts, and ideas, whether or not
patentable, relating to the present or planned activities (with respect to the
Tax and Accounting Software Business) of which you are as of the date of this
Agreement aware or of which you at any time during your employment become aware,
or the products and services of the Company or any of its affiliates (with
respect to the Tax and Accounting Software Business).

            (e) Reasonable Limitations. Given the important nature of the
position you hold with the Company, the nature of the Company's business and the
sensitive nature of the Confidential Information and duties you have with the
Company, the parties acknowledge that the limitations, including but not limited
to, the scope of activities prohibited, the geographic area covered and the time
limitation, are reasonable.

            (f) Remedies. In the event of an actual or threatened breach by you
of the provisions of paragraphs 1 and 2 of this Agreement, the Company shall be
entitled to a temporary restraining order and an injunction restraining you from
such breach. Nothing herein, however, shall be construed as prohibiting the
Company from pursuing any other remedies available to it for such actual or
threatened breach, including, without limitation, the recovery of damages and
reasonable attorneys' and paralegals' fees and costs from you. If you violate
any of the covenants in paragraphs 1 and 2 of this Agreement, the term and the
covenant violated shall be automatically extended for the period of time of the
violation, either from the date on which you cease such violation or from the
date of the entry by a court of competent jurisdiction of an order or judgment
enforcing such covenants, whichever period is later.

            (g) Condition Precedent. You hereby acknowledge and agree that the
covenants set forth herein are an essential element of your entitlement to the
Retention Bonus set forth as Appendix B to the Retention Bonus Plan to which
this Agreement is attached as

                                       4


Appendix C, and that, your agreement to comply and your actual compliance with
these covenants shall constitute the fair and equitable consideration by you for
the Retention Bonus.

      3. Waiver of Breach and Severability. The waiver by the Company of a
breach of any provision of this Agreement by you shall not operate or be
construed as a waiver of any subsequent breach by you. In the event any
provision of this Agreement is found to be invalid or unenforceable, it may be
severed from the Agreement and the remaining provision of the Agreement shall
continue to be binding and effective; provided, however, that, if possible, it
is the intention of each of the parties that such provision be construed and
interpreted as narrowly as necessary in order to make such provision valid and
enforceable.

      4. Entire Agreement. This instrument contains the entire agreement of the
parties and supersedes any prior understandings and agreements between them
respecting the subject matter of this Agreement. It may not be changed orally,
but only by an agreement in writing signed by the party against whom enforcement
of any waiver, change, modification, extension or discharge is sought.

      5. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

      6. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Delaware without regard to the laws of any
other state or jurisdiction. Each of you and the Company hereby irrevocably
waives all right to trial by jury in any action, proceeding or counterclaim
arising out of or relating to this Agreement.


                                          COMPUTER LANGUAGE RESEARCH, INC.


                                                By:_____________________________
                                                   Name:
                                                   Title:

ACKNOWLEDGED AND AGREED
AS OF THE DATE FIRST ABOVE WRITTEN


____________________________
[Name of Employee]