EMPLOYMENT AGREEMENT



Employment Agreement (Agreement) made and entered into as of January 16, 2001 by

and between Roy King (the Employee), and Mercator Software Inc. (Mercator), a

Delaware corporation having its principal place of business at 45 Danbury Road,

Wilton, Connecticut 06897.



WHEREAS, Mercator wishes to engage the Employee and the Employee wishes to be

engaged under the terms and conditions set forth herein;



NOW, THEREFORE, in consideration of the mutual covenants herein contained, the

parties hereto agree as follows:



1.    Employment and Term



      1.1 Mercator hereby employs the Employee as Chief Executive Officer for a

      term of employment as defined in paragraph 1.2 hereof. The Employee shall,

      consistent with the bylaws of Mercator and as required by the Board of

      Directors of Mercator (the "Board"), be responsible for and perform all

      lawful services, acts or things necessary or advisable which are normally

      associated with the positions of President and Chief Executive Officer,

      including managing the operations of the Company but excluding those

      duties performed by the Chairman of the Board. In this position the

      Employee is subject to the direction and supervision of the Board and

      shall report directly to the Board. In addition, Mercator shall cause the

      Employee to serve as a member of the Board. Mercator currently intends to

      elect Employee as its Chairman of the Board at sometime in the future and

      based upon the Employee's performance.



      1.2 The Employee's employment hereunder shall commence on the date hereof

      and shall continue in effect through the fifth anniversary of the date

      hereof. Notwithstanding the foregoing, sentence of this paragraph 1.2 the

      term of this Agreement shall expire upon any termination of the Employee's

      employment pursuant to paragraph 6 hereof.



      1.3 The Employee shall have such powers and duties as may from time to

      time be prescribed by the Board, provided that such duties are consistent

      with the Employee's position as President and Chief Executive Officer. The

      Employee shall devote substantially all of his working time and efforts to

      the business and affairs of Mercator. Notwithstanding the foregoing,

      nothing shall preclude the Employee from serving on the boards of

      directors of a reasonable number of other corporations or the boards of a

      reasonable number of trade associations which are not competitive with

      Mercator, or managing his personal investments and affairs, provided that

      none of the foregoing activities interfere with the





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      proper performance of his duties and responsibilities as Mercator

      President and Chief Executive Officer.



      1.4 The Employee's principal place of performing services hereunder during

      his employment term with Mercator shall be in Wilton, Connecticut.



2.    Compensation.



      2.1 Mercator agrees to pay the Employee a salary at the annualized rate of

      Three Hundred and Seventy-Five Thousand Dollars ($375,000.00) ("Base

      Salary") payable in accordance with Mercator's standard payroll practices.

      Such salary shall be reviewed at least annually by the Board and shall be

      subject to increase, but not decrease, during the term of this Agreement.



      2.2 The Employee shall be eligible to receive an operational bonus equal

      to One Hundred (100%) percent of the Employee's Base Salary for each

      calendar year during the Employee's term of employment. The Employee's

      actual bonus in this category, if any, for any year may be less than One

      Hundred (100%) percent of the Employee's Base Salary and such actual

      operational bonus shall be determined based upon criteria established by

      the Compensation Committee of the Board, with input from the Employee, at

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