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Employment Agreement [Amendment No. 1] - Infonautics Inc. and Van Morris

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    This Amendment No. 1 (the "Amendment") to Employment Agreement dated 
September 5, 1995 (the "Employment Agreement") by and between Infonautics, 
Inc., a Pennsylvania corporation formerly known as Infonautics Corporation 
(the "Corporation"), and Van Morris ("Employee") is made as of the 4th day of 
November, 1996.

    WHEREAS, the Board of Directors of the Corporation (the "Board") has 
previously determined that it is in the best interests of the Corporation and 
its shareholders to assure that the Corporation will have the continued 
dedication of the Employee and to provide the Employee with compensation and 
benefits that meet the expectations of Employee and are competitive with 
those of employees at comparable levels at other corporations.

    WHEREAS, to accomplish these objectives the Compensation Committee of the 
Board has authorized the Corporation to enter into this Amendment.

    NOW, THEREFORE, the parties hereto intending to be legally bound, agree 
as follows:

    1.   The first paragraph of Paragraph 3 of the Employment Agreement is 
hereby amended and restated in its entirety to read as follows:

              "The Corporation will grant to Employee the right and
         option to purchase all or any part of 76,000 Shares on terms
         and conditions set forth in a 1995 Incentive Stock Option
         Agreement between Infonautics Corporation and Van Morris
         dated September 5, 1995, subject to amendments to provide
         for accelerated vesting upon change of control and upon
         Employee's termination without Cause.  Notwithstanding the
         previous two sentences, if the accelerated vesting of the
         option would make a change of control ineligible for pooling
         of interest accounting treatment under APB No. 16 and, but
         for such accelerated vesting provision, the change of
         control would otherwise qualify for such treatment, the
         Employee shall receive a replacement or substitute stock
         option issued by the surviving or acquiring corporation."

    2.   Paragraph 6 of the Employment Agreement is hereby amended and 
restated in its entirety to read as follows:


         "6.  Severance

                   (a)  If the Corporation terminates this Agreement and 
              Employee's employment after September 18, 1995 without Cause, 
              then the Corporation shall pay to the Employee in a lump sum in 
              cash within 30 days of the date of such termination an amount 
              equal to the greater of (i) the amount determined by 
              multiplying (A) the ratio determined by dividing the number of 
              days remaining on such date until April 29, 1997 by 365 by (B) 
              Employee's annual salary as determined on such termination date 
              and (ii) Employee's annual salary as determined on such 
              termination date. Payments to be provided hereunder shall in 
              all respects be conditioned upon (i) the prior receipt by the 
              Corporation from Employee of a general release of all claims of 
              any nature whatsoever which Employee had, has or may have 
              against the Corporation and related parties relating to his 
              employment by the Corporation (other than his entitlement under 
              any employee benefit plan or program sponsored by the 
              Corporation in which he participated and under which he has 
              accrued a benefit) or the termination thereof, such release to 
              be in form and substance reasonably satisfactory to counsel for 
              the Corporation, and (ii) continued compliance by Employee with 
              the provisions of this Agreement that expressly survive 

                   (b)  Notwithstanding anything in this Agreement to the 
              contrary, if it shall be determined that any payment or 
              distribution by the Corporation to or for the benefit of 
              Employee pursuant to the terms of this Agreement or otherwise 
              (a "Payment") would constitute an "excess parachute payment" 
              within the meaning of Section 280G of the Internal Revenue Code 
              of 1986, as amended (the "Code"), as a result of a "Change in 
              Control" of the Corporation as defined in Section 11 of the 
              Corporation's 1996 Equity Compensation Plan and that it would 
              be economically advantageous to the Company to reduce the 
              Payment to avoid or reduce the taxation of excess parachute 
              payments under Section 4999 of the Code, the aggregate present 
              value of the amounts payable or distributable to or for the 
              benefit of Employee pursuant to this Agreement (such payments 
              or distributions pursuant to this Agreement are hereinafter 
              referred to as "Agreement Payments") shall be reduced (but not 
              below zero) to the Reduced Amount.  The "Reduced Amount" shall 
              be an amount expressed in present value which maximizes the 
              aggregate present value of Agreement Payments without causing 
              any Payment to be subject to taxation under Section 4999 of the 
              Code. For purposes of this Paragraph 5, present value shall be 
              determined in accordance with Section 280G(d)(4) of the Code.  
              The calculations under this Paragraph 6 shall be made as follows:



                        (i)  All determinations to be made under this 
                   Paragraph 6 shall be made by the Corporation's independent 
                   public accounting firm (the "Accounting Firm"), which firm 
                   shall provide its determinations and any supporting 
                   calculations to the Corporation and Employee within 10 
                   days of the event that gives rise to the "excess parachute 
                   payment."  Any such determination by the Accounting Firm 
                   shall be binding upon the Corporation and Employee.  
                   Employee shall in his sole discretion determine which and 
                   how much of the Agreement Payments shall be eliminated or 
                   reduced consistent with the requirements of this Paragraph 
                   6(b). Within five days after Employee's determination, the 
                   Corporation shall pay (or cause to be paid) or distribute 
                   (or cause to be distributed) to or for the benefit of 
                   Employee such amounts as are then due to Employee under 
                   this Agreement.

                        (ii) As a result of the uncertainty in the 
                   application of Section 280G of the Code at the time of the 
                   initial determination by the Accounting Firm hereunder, it 
                   is possible that Agreement Payments will have been made by 
                   the Corporation which should not have been made 
                   ("Overpayment") or that additional Agreement Payments 
                   which have not been made by the Corporation could have 
                   been made ("Underpayment"), in each case, consistent with 
                   the calculations required to be made hereunder.  Within 
                   two years after the event that gives rise to the "excess 
                   parachute payment," the Accounting Firm shall review the 
                   determination made by it pursuant to the preceding 
                   paragraph.  If the Accounting Firm determines that an 
                   Overpayment has been made, any such Overpayment shall be 
                   treated for all purposes as a loan to Employee which 
                   Employee shall repay to the Corporation, together with 
                   interest at the applicable Federal rate provided for in 
                   Section 7872(f)(2) of the Code (the "Federal Rate"); 
                   provided, however, that no amount shall be payable by 
                   Employee to the Corporation if and to the extent such 
                   payment would not reduce the amount which is subject to 
                   taxation under Section 4999 of the Code.  In the event 
                   that the Accounting Firm determines that an Underpayment 
                   has occurred, any such Underpayment shall be promptly paid 
                   by the Corporation to or for the benefit of Employee, 
                   together with interest at the Federal Rate.



                        (iii)     All of the fees and expenses of the 
                   Accounting Firm in performing the determinations referred 
                   to in subsections (i) and (ii) above shall be borne solely 
                   by the Corporation.  The Corporation agrees to indemnify 
                   and hold harmless the Accounting Firm from any and all 
                   claims, damages and expenses resulting from or relating to 
                   its determinations pursuant to subsections (i) and (ii) 
                   above, except for claims, damages or expenses resulting 
                   from the  gross negligence or willful misconduct of the 
                   Accounting Firm.

                        (iv) The limitations of this Paragraph 6(b) shall 
                   only apply if payments under this Agreement are subject to 
                   Section 280G at the time of the Change of Control. 

                   (c)  Any payment provided for in Paragraph 6(a) above 
              shall end upon Employee's obtaining other employment or 
              full-time consulting work (defined as at least 30 hours per 
              week) of any kind and shall be in full satisfaction of all 
              claims for wages Employee may have against the Corporation as a 
              result of such termination of this Agreement and his employment.

   3.   All references to "this Agreement" in the Employment Agreement shall 
refer to the Employment Agreement as amended by this Amendment. 



   IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have 
executed this Amendment as of the date first above written.

                             INFONAUTICS, INC.

                             By:  /s/  Ronald A. Berg

                             /s/ Van Morris
                             Van Morris