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Employment Agreement [Amendment No. 1] - Infonautics Inc. and James Beattie

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    This Amendment No. 1 (the "Amendment") to Employment Agreement dated April
14, 1994 (the "Employment Agreement") by and between Infonautics, Inc., a
Pennsylvania corporation formerly known as Infonautics Corporation (the
"Corporation"), and James Beattie ("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

    1.   The second paragraph in Paragraph 2 of the Employment Agreement is
hereby amended to delete the fourth sentence.

    2.   Paragraph 5(a) of the Employment Agreement is hereby amended and
restated in its entirety to read as follows:

         "5.  At-Will Employment

              (a)  Employee's employment hereunder shall be "at will" and
         either party shall have the rights to terminate this Agreement at any
         time, pursuant to the following terms and conditions:
                   (1)  Termination by Employee.  Employee shall have the right
              to terminate his employment hereunder by providing thirty (30)
              days' prior written notice to the President of the Corporation. 
              Upon the effectiveness of such notice, this Agreement shall
              terminate except for the provisions that expressly survive

                   (2)  Termination for Cause.  The Corporation shall have the
              right to terminate Employee's employment by the Corporation at
              any time for "Cause."  For  purposes of this Agreement, "Cause"
              shall mean (a) dishonesty, misconduct, conviction of a crime 
              involving moral turpitude, use of alcohol or drugs in such a 
              manner or to an extent that job performance is impaired, drug 
              abuse, misappropriation of funds, 


              disparagement of the Corporation (or its management or 
              employees), or (b) failure of Employee to perform or observe any 
              of the terms or provisions of this Agreement or to comply fully 
              with the lawful directives of the Board of Directors of the 
              Corporation or any other proper cause determined in good faith 
              by the Board of Directors of the Corporation; provided, however, 
              that Employee's conduct shall not constitute "Cause" within the 
              meaning of (b) above unless and until (i) the Corporation shall 
              have provided Employee with notice setting forth with 
              specificity (A) the conduct deemed to constitute such "Cause," 
              (B) reasonable action that would remedy the objectionable 
              conduct, and (C) a reasonable time (not less than 15 days) 
              within which Employee may take such remedial action, and (ii) 
              Employee shall not have taken such specified remedial action 
              within such specified reasonable time.

              In the event of a termination for Cause, this Agreement shall
              terminate except for the provisions which expressly survive
              terminations, and Employee shall vacate the offices of the

                   (3)  Termination without Cause.  The Corporation shall have
              the right to terminate Employee's employment by the Corporation
              at any time without cause.  Under such circumstances, 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 Employee's annual salary as determined on such termination
              date.  Notwithstanding the foregoing, payments to be provided
              pursuant to this Section 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 and
              (ii) continued compliance by Employee with the provisions of this
              Agreement that expressly survive termination.
                   (4)  Excess Parachute Payments.  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 of 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 Corporation 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 5(a) shall be made as follows:

                        (i)  All determinations to be made under this Paragraph
                   5(a) 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 business 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 5(a)(4).  Within
                   five business days after Employee's determination, the
                   Company 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

                        (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 

                        (iv) The limitations of this Paragraph 5(a)(4) shall
                   only apply if payments under this Agreement are subject to
                   Section 280G at the time of the Change of Control. 

                   (5)  No Mitigation.  Employee shall not be required to
              mitigate the amount of any payment provided for in paragraph (3)
              above by seeking other employment or otherwise.  No other
              employment or compensation from other sources or employers (such
              as workers compensation) shall affect or reduce the amounts or
              obligations of the Corporation to make payments to Employee under
              this Agreement."

    3.   Paragraph 8(b) of the Employment Agreement is hereby amended and
restated in its entirety to read as follows:

              "(b) (1)   During Employee's employment by the Corporation and
              for a period of one (1) year after employment terminates,
              Employee will not, unless acting with the prior written consent
              of the President of the Corporation, directly or indirectly, own,
              manage, operate, gain control of, finance or participate in the
              ownership, management, operation, control or financing of, or be
              connected as an officer, director, advisor, employee, partner,
              principal, agent, representative, consultant or otherwise with,
              or use or permit his name to be used in connection with, any
              business or enterprise engaged or contemplating engagement in the



              development, marketing or sale of any product, service or system 
              that directly competes with or is intended to directly compete 
              with any product, service or system currently being sold by the 
              Corporation or currently being developed by the Corporation.

                   (2)  The restrictions set forth in Section 8(b)(1) above
              shall not be construed to prohibit the ownership by Employee of
              not more than 5% in the aggregate of any class of securities of
              any corporation which is engaged in the business of the Company,
              as set forth in Section 8 (b)(1) above, having a class of
              securities registered pursuant to the Securities Exchange Act of
              1934, as amended, provided that such ownership represents a
              passive investment and that neither the Employee nor any group of
              persons including the Employee in any way, either directly or
              indirectly, manages or exercises control of any such corporation,
              guarantees any of its financial obligations, otherwise takes any
              part in its business other than exercising his rights as a
              shareholder, or seeks to do any of the foregoing.  It is
              recognized by Employee that the business as engaged in by the
              Corporation, as set forth in Section 8(b)(1) above, is and will
              continue to be international in scope, and that geographical
              limitations on this non-competition covenant are therefore not

    4.   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
                                   Title: V.P. Finance Administration

                             /s/ James Beattie
                             James Beattie