Sample Business Contracts

Severance Agreement - ADAM Software Inc. and Robert A. DiProva

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TO:  Bob Cramer

FROM:  Bob DiProva

DATE:  January 20, 1997

SUBJECT:  Changes

This will serve to document our recent discussions concerning the Company, the
current financial condition, and the need to continue to minimize costs.

The following has been agreed to:

-      My employment with the Company will be terminated for other than good
       cause reasons (personnel reduction), effective February 15, 1997;

-      I will agree to a lump sum payment of $60,000 payable on or before
       January 31, 1997 in lieu of one (1) year's base salary as provided for in
       the Severance Agreement, dated September 1, 1995, between myself and the
       Company.  In addition I will continue to receive regular compensation
       through February 15th;

-      I will be granted 5,000 stock options at $2.25 per share as previously
       approved at the December 19th board meeting.  These are to be fully
       vested and immediately exerciseable with a ten (10) year term; if,
       however it is decided that the accelerated vesting provision is not
       achievable at this time then I am willing to forfeit these options in
       return for the granting of 5000 new options as a consultant with
       immediate vesting to be approved at the next board meeting;

-      It is understood that the Company will issue a press release announcing
       the change as well as other changes at the time of the 3rd quarter
       financial results release.  It is anticipated the release will be issued
       during the week of January 27th;

-      It is understood that starting in early February I will be granted time
       to begin my search for a new position on a limited basis.

I believe this covers the major points of agreement.  Please indicate your
acceptance of these terms by signing in the designated space below.

/s/ Robert A. DiProva                            /s/ Robert S. Cramer
---------------------------------                -------------------------------
Robert A. DiProva                                Robert S. Cramer