POWERCERV CORP
SC 13D/A, 1999-04-01
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A
                                  (Rule 13d-2)

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)


                              POWERCERV CORPORATION
                              ---------------------
                                (Name of Issuer)

                     Common Stock, $.01 Par Value Per Share
                     --------------------------------------
                         (Title of Class of Securities)

                                   73931P 10 5
                                 --------------
                                (CUSIP Number)

                Richard B. Hadlow, Esq., 220 South Franklin St.,
                       Tampa, Florida 33602 (813) 224-9255
                       -----------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 March 24, 1999
             -------------------------------------------------------
            (Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].

         Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.


<PAGE>   2



CUSIP NO. 73931P 10 5                   13D                   PAGE 2 OF 12 PAGES
- ---------------------                                         ------------------



- --------------------------------------------------------------------------------

1  Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
   Persons
   H.R.R. LIMITED PARTNERSHIP
   H.R.R., INC.
   HAROLD R. ROSS
- --------------------------------------------------------------------------------

2  Check the Appropriate Box if a Member of a Group                     (a) [ ]
                                                                        (b) [ ]
- --------------------------------------------------------------------------------

3  SEC Use Only
- --------------------------------------------------------------------------------

4  Source of Funds
   SC
- --------------------------------------------------------------------------------

5  Check if Disclosure of Legal Proceedings is
   Required Pursuant to Items 2(d) or 2(e)                                  [ ]
- --------------------------------------------------------------------------------

6  Citizenship or Place of Organization
   NEVADA, U.S.A. (H.R.R. Limited Partnership)
   NEVADA, U.S.A. (H.R.R., Inc.)
   U.S.A. (Harold R. Ross)
- --------------------------------------------------------------------------------

Number of Shares           7     Sole Voting Power
Beneficially Owned               2,068,040 (H.R.R. Limited Partnership)
by Each Reporting                -0-  (H.R.R., Inc.)
Person With                      26,000 (Harold R. Ross)*
                           -----------------------------------------------------



                           8     Shared Voting Power
                                 -0- (H.R.R. Limited Partnership)
                                 -0-  (H.R.R., Inc.)
                                 21,000 (Harold R. Ross)**
- --------------------------------------------------------------------------------

- --------

         * Harold R. Ross has Sole Voting Power and Sole Dispositive Power of
13,000 shares issued to "Harold R. Ross, custodian for Robert C. Ross under the
Florida Uniform Transfer to Minors Act" and of 13,000 shares issued to "Harold
R. Ross, custodian for Stephen C. Ross under the Florida Uniform Transfer to
Minors Act."

         **Harold R. Ross has Shared Voting Power and Shared Dispositive Power
as co-trustee of 8,000 shares issued to "the Candida R. Ross Memorial Trust,
Antoinette J. Ross, Trustee" and as co-trustee of 13,000 shares issued to "the
Harold R. and Candida R. Ross Living Trust, Antoinette J. Ross, Trustee."

                                       -2-

<PAGE>   3


CUSIP NO. 73931P 10 5                   13D                   PAGE 3 OF 12 PAGES
- ---------------------                                         ------------------


- --------------------------------------------------------------------------------
           9                     Sole Dispositive Power
                                 68,040 (H.R.R. Limited Partnership)
                                 -0- (H.R.R., Inc.)
                                 26,000 (Harold R. Ross)
           ---------------------------------------------------------------------
           10                    Shared Dispositive Power
                                 2,000,000 (H.R.R. Limited Partnership)***
                                 -0-   (H.R.R., Inc.)
                                 21,000 (Harold R. Ross)
- --------------------------------------------------------------------------------

11         Aggregate Amount Beneficially Owned by Each
           Reporting Person
           2,068,040 (H.R.R. Limited Partnership)
           2,068,040 (H.R.R., Inc.)
           2,115,040 (Harold R. Ross)
- --------------------------------------------------------------------------------

12         Check if the Aggregate Amount in Row (11)
           Excludes Certain Shares                                        [ ]
- --------------------------------------------------------------------------------

13         Percent of Class Represented by Amount of Row (11)
           15.0% (H.R.R. Limited Partnership)
           15.0% (H.R.R., Inc.)
           15.3% (Harold R. Ross)
- --------------------------------------------------------------------------------

14         Type of Reporting Person
           PN (H.R.R, Limited Partnership)
           CO (H.R.R., Inc.)
           IN (Harold R. Ross)
- --------------------------------------------------------------------------------

ITEM 1.  SECURITY AND ISSUER

         The class of equity securities to which this amended Schedule 13D
relates is the common stock, $.01 par value, of PowerCerv Corporation, a Nevada
corporation ("PowerCerv"). The address of the principal executive office of
PowerCerv is 400 N. Ashley Street, Suite 2700, Tampa, Florida 33602.

ITEM 2.  IDENTITY AND BACKGROUND.

         INFORMATION WITH RESPECT TO H.R.R. LIMITED PARTNERSHIP:

- --------

         *** Dispositive Power is reported as shared because of restrictions
placed on the disposition of the common stock in the Option Agreement (discussed
herein) and Escrow Agreement (discussed herein).

                                       -3-

<PAGE>   4


CUSIP NO. 73931P 10 5                   13D                   PAGE 4 OF 12 PAGES
- ---------------------                                         ------------------



         Item 2.(a).       Name and state of organization:

                           This amended Schedule 13D is filed by H.R.R. Limited
                           Partnership, a Nevada limited partnership ("H.R.R.
                           Ltd.")

         Item 2.(b).       Principal business:

                           Investor

         Item 2.(c).       Address of principal business:

                           c/o Stephen M. Rice, Esq.
                           Jones, Jones, Close & Brown
                           3773 Howard Hughes Parkway, 3rd FL. S.
                           Las Vegas, Nevada

         Item 2(d).        Criminal proceedings:

                           None

         Item 2(e).        Civil proceedings:

                           None

         INFORMATION WITH RESPECT TO H.R.R., INC.:

         Item 2(a).        Name and state of organization:

                           This amended Schedule 13D is filed by H.R.R., Inc., a
                           Nevada corporation, as general partner of H.R.R. Ltd.

         Item 2(b).        Principal business:

                           Investor

         Item 2(c).        Address of principal business:

                           c/o Stephen M. Rice, Esq.
                           Jones, Jones, Close & Brown
                           3773 Howard Hughes Parkway, 3rd FL. S.
                           Las Vegas, Nevada


                                       -4-

<PAGE>   5


CUSIP NO. 73931P 10 5                   13D                   PAGE 5 OF 12 PAGES
- ---------------------                                         ------------------



         Item 2(d).        Criminal proceedings:

                           None

         Item 2(e).        Civil proceedings:

                           None

INFORMATION WITH RESPECT TO HAROLD R. ROSS:

         Item 2(a).        Name:

                           This amended Schedule 13D is filed by Harold R. Ross
                           ("Mr. Ross") as: an officer, director and sole
                           shareholder of H.R.R., Inc.; a limited partner of
                           H.R.R. Ltd.; co-trustee of the Candida R. Ross
                           Memorial Trust; co-trustee of the Harold R. and
                           Candida R. Ross Living Trust; trustee of shares
                           issued to "Harold R. Ross, custodian for Robert C.
                           Ross under the Florida Uniform Transfer to Minors
                           Act;" and trustee of shares issued to "Harold R.
                           Ross, custodian for Stephen C. Ross under the Florida
                           Uniform Transfer to Minors Act."

         Item 2(b).        Business address:

                           8511 Van Dyke Road
                           Odessa, FL 33556

         Item 2(c).        Occupation:

                           Retired

         Item 2(d).        Criminal proceedings:

                           None

         Item 2(e).        Civil proceedings:

                           None

         Item 2(f).        Citizenship:

                           U.S.A.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

                                       -5-

<PAGE>   6


CUSIP NO. 73931P 10 5                   13D                   PAGE 6 OF 12 PAGES
- ---------------------                                         ------------------



         On March 24, 1999, H.R.R. Ltd. granted to PowerCerv an exclusive option
to purchase 2,000,000 shares of common stock owned by H.R.R. Ltd. On March 24,
1999, H.R.R. Ltd. sold 50,000 shares of PowerCerv stock to Lester Hirsch, Jr.,
10,000 shares to Tiden W. and Rupertia S. Smith, and 40,000 shares to SGL
Investments Limited Partnership.

ITEM 4.  PURPOSE OF TRANSACTION.

         (a)      H.R.R. Ltd. granted the option to PowerCerv and sold the
shares of PowerCerv stock to Lester Hirsch, Jr., Tiden W. and Rupertia S. Smith,
and SGL Investments Limited Partnership because Mr. Ross, the officer, director,
and sole shareholder of H.R.R., Inc. retired from PowerCerv in December 1997.
Furthermore, Mr. Ross wishes to diversify his investment portfolio.

         Sub-items (b) - (j) are not applicable.

ITEM 5.  INTEREST IN SECURITIES OF POWERCERV.

         (a)      H.R.R. Ltd. is the direct beneficial owner of 2,068,040
shares, or 15.0%, of PowerCerv's issued and outstanding common stock.

         As general partner of H.R.R. Ltd., H.R.R., Inc. is an indirect
beneficial owner of a portion of the 2,068,040 of common stock of PowerCerv.

         As officer, director, and sole shareholder of H.R.R., Inc. and as a
limited partner of H.R.R. Ltd., Mr. Ross is an indirect beneficial owner of the
2,068,040 of common stock of PowerCerv.

         As trustee of "the Candida R. Ross Memorial Trust, Antoinette J. Ross,
Trustee," Mr. Ross is a beneficial owner of 8,000 shares of common stock of
PowerCerv.

         As trustee of "the Harold R. and Candida R. Ross Living Trust,
Antoinette J. Ross, Trustee," Mr. Ross is a beneficial owner of 13,000 shares of
common stock of PowerCerv.

         Mr. Ross is a beneficial owner of 13,000 shares issued to "Harold R.
Ross, custodian for Robert C. Ross under the Florida Uniform Transfer to Minors
Act."

         Mr. Ross is a beneficial owner of 13,000 shares issued to "Harold R.
Ross, custodian for Stephen C. Ross under the Florida Uniform Transfer to Minors
Act."

         Pursuant to Rule 13d-4, H.R.R. Ltd. and H.R.R., Inc. expressly declare
that the filing of this statement shall not be construed as an admission that
the beneficially own any shares beneficially owned by Mr. Ross as a trustee.


                                       -6-

<PAGE>   7


CUSIP NO. 73931P 10 5                   13D                   PAGE 7 OF 12 PAGES
- ---------------------                                         ------------------


         (b)      See Items 7, 8, 9, and 10 of the cover page attached hereto.

         (c)      Since H.R.R. Ltd.'s original Schedule 13D filing, H.R.R. Ltd.
has effected the following sales of PowerCerv stock on the open market through
BT Alex Brown:

                  1.       On February 12, 1999, H.R.R. Ltd. sold 3,000 shares
                           of PowerCerv common stock at $2.75 per share.

                  2.       On February 11, 1999, H.R.R. Ltd. sold 1,300 shares
                           of PowerCerv common stock at $2.75 per share.

                  3.       On February 9, 1999, H.R.R. Ltd. sold 800 shares of
                           PowerCerv common stock at $2.75 per share.

                  4.       On February 8, 1999, H.R.R. Ltd. sold 15,000 shares
                           of PowerCerv common stock at $2.75 per share.

                  5.       On February 2, 1999, H.R.R. Ltd. sold 500 shares of
                           PowerCerv common stock at $2.75 per share.

                  6.       On February 1, 1999, H.R.R. Ltd. sold 3,000 shares of
                           PowerCerv common stock at $2.75 per share.

                  7.       On February 1, 1999, H.R.R. Ltd. sold 300 shares of
                           PowerCerv common stock at $2.75 per share.

                  8.       On January 20, 1999, H.R.R. Ltd. sold 1,000 shares of
                           PowerCerv common stock at $2.75 per share.

                  9.       On January 15, 1999, H.R.R. Ltd. sold 10,600 shares
                           of PowerCerv common stock at $3.01 per share.

                  10.      On January 14, 1999, H.R.R. Ltd. sold 17,500 shares
                           of PowerCerv common stock at $2.06 per share.

                  11.      On January 13, 1999, H.R.R. Ltd. sold 32,500 shares
                           of PowerCerv common stock at $2.06 per share.

                  12.      On November 16, 1998, H.R.R. Ltd. sold 6,200 shares
                           of PowerCerv common stock at $2.69 per share.


                                       -7-

<PAGE>   8


CUSIP NO. 73931P 10 5                   13D                   PAGE 8 OF 12 PAGES
- ---------------------                                         ------------------



                  13.      On November 9, 1998, H.R.R. Ltd. sold 2,000 shares of
                           PowerCerv common stock at $2.69 per share.

                  14.      On November 4, 1998, H.R.R. Ltd. sold 2,000 shares of
                           PowerCerv common stock at $2.69 per share.

                  15.      On November 3, 1998, H.R.R. Ltd. sold 2,100 shares of
                           PowerCerv common stock at $2.69 per share.

                  16.      On November 2, 1998, H.R.R. Ltd. sold 6,000 shares of
                           PowerCerv common stock at $2.69 per share.

                  17.      On October 1, 1998, H.R.R. Ltd. sold 500 shares of
                           PowerCerv common stock at $2.94 per share.

                  18.      On September 30, 1998, H.R.R. Ltd. sold 2,100 shares
                           of PowerCerv common stock at $2.94 per share.

                  19.      On September 29, 1998, H.R.R. Ltd. sold 900 shares of
                           PowerCerv common stock at $2.94 per share.

                  20.      On September 21, 1998, H.R.R. Ltd. sold 700 shares of
                           PowerCerv common stock at $2.94 per share.

                  21.      On September 18, 1998, H.R.R. Ltd. sold 2,500 shares
                           of PowerCerv common stock at $2.94 per share.

                  22.      On September 10, 1998, H.R.R. Ltd. sold 1,000 shares
                           of PowerCerv common stock at $3.00 per share.

                  23.      On September 9, 1998, H.R.R. Ltd. sold 1,900 shares
                           of PowerCerv common stock at $3.04 per share.

                  24.      On September 8, 1998, H.R.R. Ltd. sold 12,400 shares
                           of PowerCerv common stock at $2.96 per share.

                  25.      On September 4, 1998, H.R.R. Ltd. sold 4,700 shares
                           of PowerCerv common stock at $3.06 per share.

                  26.      On May 8, 1998, H.R.R. Ltd. sold 32,000 shares of
                           PowerCerv common stock at $5.50 per share.


                                       -8-

<PAGE>   9


CUSIP NO. 73931P 10 5                   13D                   PAGE 9 OF 12 PAGES
- ---------------------                                         ------------------



                  27.      On May 7, 1998, H.R.R. Ltd. sold 2,000 shares of
                           PowerCerv common stock at $5.50 per share.

                  28.      On May 6, 1998, H.R.R. Ltd. sold 16,000 shares of
                           PowerCerv common stock at $5.50 per share.

                  29.      On May 5, 1998, H.R.R. Ltd. sold 11,000 shares of
                           PowerCerv common stock at $5.25 per share.

                  30.      On May 4, 1998, H.R.R. Ltd. sold 2,000 shares of
                           PowerCerv common stock at $5.25 per share.

                  31.      On May 1, 1998, H.R.R. Ltd. sold 12,700 shares of
                           PowerCerv common stock at $5.31 per share.

                  32.      On April 30, 1998, H.R.R. Ltd. sold 12,500 shares of
                           PowerCerv common stock at $5.28 per share.

                  33.      On April 29, 1998, H.R.R. Ltd. sold 11,800 shares of
                           PowerCerv common stock at $5.25 per share.

                  34.      On April 28, 1998, H.R.R. Ltd. sold 8,650 shares of
                           PowerCerv common stock at $5.25 per share.

                  35.      On April 27, 1998, H.R.R. Ltd. sold 31,300 shares of
                           PowerCerv common stock at $5.25 per share.

                  36.      On April 24, 1998, H.R.R. Ltd. sold 10,050 shares of
                           PowerCerv common stock at $5.82 per share.

                  37.      On March 13, 1998, H.R.R. Ltd. sold 50,000 shares of
                           PowerCerv common stock at $2.94 per share.

                  38.      On March 12, 1998, H.R.R. Ltd. sold 12,000 shares of
                           PowerCerv common stock at $2.94 per share.

                  39.      On March 11, 1998, H.R.R. Ltd. sold 38,000 shares of
                           PowerCerv common stock at $2.94 per share.

                  40.      On March 10, 1998, H.R.R. Ltd. sold 50,000 shares of
                           PowerCerv common stock at $2.94 per share.


                                       -9-

<PAGE>   10


CUSIP NO. 73931P 10 5                   13D                  PAGE 10 OF 12 PAGES
- ---------------------                                        ------------------



                  41.      On March 6, 1998, H.R.R. Ltd. sold 11,000 shares of
                           PowerCerv common stock at $3.00 per share.

                  42.      On March 4, 1998, H.R.R. Ltd. sold 19,000 shares of
                           PowerCerv common stock at $3.15 per share.

                  43.      On February 24, 1998, H.R.R. Ltd. sold 26,500 shares
                           of PowerCerv common stock at $1.75 per share.

                  44.      On February 23, 1998, H.R.R. Ltd. sold 11,500 shares
                           of PowerCerv common stock at $1.75 per share.

                  45.      On February 20, 1998, H.R.R. Ltd. sold 35,900 shares
                           of PowerCerv common stock at $1.75 per share.

                  46.      On February 18, 1998, H.R.R. Ltd. sold 6,600 shares
                           of PowerCerv common stock at $1.75 per share.

                  47.      On February 17, 1998, H.R.R. Ltd. sold 4,000 shares
                           of PowerCerv common stock at $1.81 per share.

                  48.      On February 17, 1998, H.R.R. Ltd. sold 2,000 shares
                           of PowerCerv common stock at $1.81 per share.

                  49.      On February 10, 1998, H.R.R. Ltd. sold 5,000 shares
                           of PowerCerv common stock at $1.75 per share.

                  50.      On February 9, 1998, H.R.R. Ltd. sold 18,500 shares
                           of PowerCerv common stock at $1.76 per share.

                  51.      On February 2, 1998, H.R.R. Ltd. sold 1,000 shares of
                           PowerCerv common stock at $2.06 per share.

                  52.      On November 11, 1997, H.R.R. Ltd. sold 500 shares of
                           PowerCerv common stock at $3.06 per share.

                  53.      On November 10, 1997, H.R.R. Ltd. sold 1,500 shares
                           of PowerCerv common stock at $3.06 per share.

                  54.      On November 5, 1997, H.R.R. Ltd. sold 5,000 shares of
                           PowerCerv common stock at $3.03 per share.


                                      -10-

<PAGE>   11


CUSIP NO. 73931P 10 5                  13D                   PAGE 11 OF 12 PAGES
- ---------------------                                        ------------------



                  55.      On November 4, 1997, H.R.R. Ltd. sold 3,500 shares of
                           PowerCerv common stock at $3.03 per share.

         Since H.R.R. Ltd.'s original Schedule 13D filing, H.R.R. Ltd. has
         gifted the following PowerCerv stock:

                  1.       On December 3, 1998, H.R.R. Ltd. gifted 5,000 shares
                           of PowerCerv stock to Jesuit High School in Tampa,
                           Florida.

                  2.       On May 14, 1998, H.R.R. Ltd. gifted 10,000 shares of
                           PowerCerv stock to Idlewild Baptist Church in Tampa,
                           Florida.

                  3.       On December 11, 1997, H.R.R. Ltd. gifted 8,000 shares
                           (a total of 56,000 shares) of PowerCerv stock to each
                           of Candida J. Ross, Candida R. Ross, Antoinette J.
                           Ross, Stephen C. Ross, Robert C. Ross, Shannon D.
                           Ross, and Melinda J. Weitzel.

                  4.       On April 10, 1997, H.R.R. Ltd. gifted 5,000 shares (a
                           total of 35,000 shares) of PowerCerv stock to each of
                           Candy Ross, Antoinette J. Ross, Harold R. Ross, Sr.,
                           Stephen C. Ross, Robert C. Ross, Shannon D. Ross, and
                           Melinda J. Weitzel.

         (d)      Harold R. Ross, as officer, director and sole shareholder of
H.R.R., Inc., the general partner of H.R.R. Ltd., has the right to receive and
to direct the receipt of dividends from, and proceeds from the sale of, the
shares indicated in item 11 of the applicable cover page. Mr. Ross also has the
right to receive proceeds from the sale of such securities as a limited partner
of H.R.R. Ltd.

         (e)      Not applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF POWERCERV.

         On March 24, 1999, H.R.R., Ltd. granted to PowerCerv an exclusive
option to purchase 2,000,000 shares of common stock. Pursuant to an Escrow
Agreement dated March 24, 1999 (discussed below), H.R.R., Ltd. agreed to
deposit, in negotiable form, stock certificates representing the 2,000,000
shares of common stock of PowerCerv.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

         Option Agreement dated March 24, 1998 by and among Harold R. Ross,
H.R.R. Limited Partnership, and PowerCerv Corporation, attached hereto as
Exhibit "1"; Escrow Agreement dated March 24, 1999 by and among Harold R. Ross,
PowerCerv Corporation and First Union National Bank, attached hereto as Exhibit
"2".


                        [signatures follow on next page]

                                      -11-

<PAGE>   12

CUSIP NO. 73931P 10 5                  13D                   PAGE 12 OF 12 PAGES
- ---------------------                                        ------------------



         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                         H.R.R. LIMITED PARTNERSHIP


                                         By:  /s/ Harold R. Ross
                                             -----------------------------------
                                               Harold R. Ross, Managing Member

                                         H.R.R., INC.


                                         By:  /s/ Harold R. Ross
                                             -----------------------------------
                                               Harold R. Ross, President

                                             /s/ Harold R. Ross
                                         ---------------------------------------
                                               Harold R. Ross, individually




                                      -12-

<PAGE>   13
                                                                       EXHIBIT 1

                                OPTION AGREEMENT


     THIS OPTION AGREEMENT ("Agreement") is made this 24th day of March, 1999,
by and between HAROLD R. ROSS, an individual resident of the State of Florida
("Mr. Ross"); HRR LIMITED PARTNERSHIP, a Nevada limited partnership ("HRR") and
with Mr. Ross, collectively, "Ross"), and POWERCERV CORPORATION ("PowerCerv").

                                   RECITALS:

     WHEREAS, HRR is a limited partnership controlled by Mr. Ross and the record
owner of 2,000,000 shares ("Shares") of common stock, $.001 par value per share
("Common Stock"), of PowerCerv and Mr. Ross is the beneficial owner of the
shares;

     WHEREAS, Ross has agreed to grant to PowerCerv an exclusive option to
purchase any or all of the Shares, and PowerCerv has agreed to purchase such
option, each pursuant to this definitive agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties herein contained, and for other good and valuable consideration, the
parties covenant and agree as follows:

                          ARTICLE 1 - GRANT OF OPTION

     1.1   Grant of Option.  In consideration of PowerCerv's payments to HRR of
Seventy Five Thousand Dollars ($75,000), such payment to be made in current
funds or by certified or bank check concurrent with the parties' execution of
this Agreement, Ross hereby grants to PowerCerv or any designee or assignee of
PowerCerv (the "Optionee"), and PowerCerv hereby accepts an exclusive,
irrevocable option (the "Option") to purchase from HRR any or all of the Shares,
in accordance with the terms and conditions of this Agreement.  During the
"Option Period" (as defined herein), Ross shall not directly or indirectly sell,
transfer or assign any shares of Common Stock of PowerCerv or any interest
therein to any party other than pursuant to this Agreement.  In addition, during
the Option Period Ross shall not directly or indirectly engage in any
discussions or negotiations with any other party with respect to the sale,
transfer or assignment of any shares of Common Stock of PowerCerv, except that
on or about the date of this Agreement Ross can sell 100,000 additional shares
of Common Stock he owns in a private transaction.  During the Option Period,
PowerCerv may place a stop order or other limitation on the Shares to prevent
any transfer thereof other than pursuant to this Agreement.

     1.2   Escrow Agreement.  Concurrent with the parties' execution of this
Agreement, the parties, together with First Union National Bank (the "Escrow
Agent"), will enter into an escrow agreement, in the form attached hereto as
Exhibit A (the
<PAGE>   14
"Escrow Agreement"), pursuant to which, among other things, Ross shall deposit
all certificates representing the Shares, together with appropriate stock powers
endorsed in blank with medallion guarantied signatures and other documentation
necessary for the escrow Agent to transfer marketable title to the Shares to the
Optionee pursuant to exercise of the Option, in accordance with the terms hereof
and such Escrow Agreement.

     1.3   Option Period. The Option may be exercised by the Optionee at any
time during the 120 days from and after the date of execution of the Option
Agreement (the "Option Period").

     1.3   Option Exercise Price.

           (a)   Option Exercise Price. Subject to the terms of Section 1.4(c)
hereof, the purchase price for each Share transferred to the Optionee upon the
exercise of the Option shall be $2.40 (the "Option Exercise Price"). The Option
Exercise Price shall be paid in cash, by wire transfer of federal funds to a
bank and for an account to be designated in the Escrow Agreement.

           (b)   Adjustment Upon Changes in Capitalization. In the event of any
change in the Common Stock during the Option Period by reason of stock
dividends, split-ups, mergers, recapitalizations, combinations, conversions,
exchanges of shares or the like, the number and kind of the Shares and the
Option Price shall be appropriately adjusted.

     1.5   Exercise of Option.

           (a)   Delivery of Option Exercise Notice. The Optionee will be
entitled to exercise the Option in whole or in part in one or more exercises
from time to time at any time prior to the expiration of the Option Period by
one or more written notices (an "Option Exercise Notice") to Mr. Ross and the
Escrow Agent. Each such Option Exercise Notice shall specify the total number of
Shares to be purchased pursuant thereto. Notwithstanding the foregoing, the
minimum number of Shares under the Option that may be exercised per transaction
shall be 200,000. Upon timely delivery of any such Option Exercise Notice, the
Optionee shall be irrevocably bound to purchase, and Ross shall be irrevocably
bound to sell, convey and transfer to the Optionee, all right, title and
interest in and to the number of Shares specified in such Option Exercise
Notice, pursuant to the terms hereof.

           (b)   Closing of Option Exercise. Upon delivery of an Option Exercise
Notice, the Optionee shall simultaneously deposit with the Escrow Agent the
Option Exercise Price applicable to the Shares to be purchased pursuant to such
notice. The Escrow Agent shall then substantially simultaneously remit the funds
received from the



                                       2
<PAGE>   15
Optionee to Ross and transfer the title of and release the Shares purchased to 
the Optionee in accordance with the terms of the Escrow Agreement.

                ARTICLE II -- RIGHTS ASSOCIATED WITH THE SHARES

     Except to the extent Optionee exercises the Option with respect to any or 
all of the Shares, Optionee shall have no right to vote, receive dividends or 
have any other rights as a shareholder with respect to such Shares.

             ARTICLE III -- REPRESENTATIONS AND WARRANTIES OF ROSS

     3.1  Representations and Warranties of Ross. Ross hereby represents and 
warrants to Optionee that:

          (a)   Due Authorization. Ross has taken all necessary action to enter 
into this Agreement and the Escrow Agreement, to consummate the transactions 
contemplated hereby and thereby and otherwise carry out Ross's obligations 
hereunder and thereunder.

          (b)   No Conflict.  The execution and delivery of this Agreement and 
the Escrow Agreement, and the consummation by Ross of the transactions 
contemplated hereby and thereby, will not: (i) violate, conflict with or result 
in the breach of any provision of, or result in a material modification or 
otherwise entitle any party to terminate, or constitute (whether after the 
filing of notice or lapse of time or both) a default (by way of substitution, 
novation or otherwise) under any contract or other agreement to which Ross is a 
party or by or to which any of Ross's assets or properties may be bound or 
subject; (ii) result in the creation or imposition of any material lien, 
charge, pledge, security interest or other encumbrance upon any property or 
assets of Ross pursuant to any provision of any mortgage, lien, lease, 
agreement, license or instrument; (iii) violate any law, regulation, statute; or
(iv) violate any injunction, order, arbitration award, judgment or decree 
applicable to, against or binding upon Ross.

          (c)   Consents and Approvals. No approval, consent or authorization 
by any governmental authority or agency of the United States or the State of 
Florida is required that has not been obtained in connection with the execution 
and delivery of this Agreement and the Escrow Agreement, or the consummation of 
the transactions, by Ross.

          (d)   Enforceability. Assuming due execution and delivery of this 
Agreement and the Escrow Agreement by PowerCerv, this Agreement, the Escrow 
Agreement and each other agreement or instrument contemplated hereby or thereby 
will be valid and binding obligations of Ross, enforceable against Ross in 
accordance with their respective terms, except that such enforceability may be 
subject to (i)



                                       3







<PAGE>   16
bankruptcy, insolvency, reorganization or other similar laws affecting or 
relating to enforcement of creditors' rights generally, and (ii) general 
equitable principles.

         (e)   Good Title to the Shares. Ross holds good title to the Shares,
free and clear of any and all claims, charges, pledges, liens, security interest
or other encumbrances of any kind or nature whatsoever ("Liens"). In the event
of the exercise of the Option, any Shares conveyed to the Optionee pursuant to
such exercise shall be free and clear of any and all Liens.

     3.2   Survival of Representations and Warranties. All representations and 
warranties of Ross contained in this Agreement shall survive the execution and 
delivery of this Agreement and any and all exercises of the Option.

           ARTICLE IV -- REPRESENTATIONS AND WARRANTIES OF PowerCerv

     4.1   Representations and Warranties of PowerCerv. PowerCerv hereby 
represents and warrants to Ross, on behalf of itself (and, where applicable, 
any other Optionee), that:

         (a)   Due Authorization. PowerCerv has taken all necessary action to 
enter into this Agreement and the Escrow Agreement, to consummate the 
transactions contemplated hereby and thereby and otherwise carry out 
PowerCerv's obligations hereunder and thereunder.

         (b)   No Conflict. The execution and delivery of this Agreement and 
the Escrow Agreement, and the consummation by PowerCerv of the transactions 
contemplated hereby and thereby, will not: (i) violate, conflict with or result 
in the breach of any provision of, or result in a material modification or 
otherwise entitle any party to terminate, or constitute (whether after the 
filing of notice or lapse of time or both) a default (by way of substitution, 
novation or otherwise) under any contract or other agreement to which PowerCerv 
is a party or by or to which any of PowerCerv's assets or properties may be 
bound or subject; (ii) result in the creation or imposition of any material 
lien, charge, pledge, security interest or other encumbrance upon any property 
or assets of PowerCerv pursuant to any provision of any mortgage, lien, lease, 
agreement, license or instrument; (iii) violate any law, regulation, statute; 
or (iv) violate any injunction, order, arbitration award, judgment or decree 
applicable to, against or binding upon PowerCerv.

         (c)   Consents and Approvals. No approval, consent or authorization by 
any governmental authority or agency of the United States or the State of 
Florida is required that has not been obtained in connection with the execution 
and delivery of this Agrement and the Escrow Agreement, or the consummation of 
the transactions, by PowerCerv.


                                       4
<PAGE>   17
           (d)   Enforceability. Assuming due execution and delivery of this
Agreement and the Escrow Agreement by Ross, this Agreement, the Escrow Agreement
and each other agreement or instrument contemplated hereby or thereby will be
valid and binding obligations of Ross, enforceable against PowerCerv in
accordance with their respective terms, except that such enforceability may be 
subject to (i) bankruptcy, insolvency, reorganization or other similar laws 
affecting or relating to enforcement of creditors' rights generally, and (ii) 
general equitable principles.

           (e)   Securities Laws. PowerCerv is an "accredited investor" as such 
term is defined in the Securities Act of 1933, as amended (the "Securities 
Act"), and the regulations promulgated thereunder. PowerCerv is aware that 
neither the Option not the Shares is the subject of a registration statement 
filed with, and declared effective by, the Securities and Exchange Commission 
pursuant to Section 5 of the Securities Act, but instead is being offered and 
sold in reliance upon the exemption from the registration requirements of the 
Securities Act. The Shares will not be transferred or otherwise disposed of by 
the Optionee except in a transaction registered or exempt from registration 
under the Securities Act, and will initially bear a legend to that effect.

           (f)   Confidential Information. PowerCerv has provided Ross all 
Confidential Information (as defined herein).
     
     4.2   Survival of Representations and Warranties. All representations and 
warranties of PowerCerv contained in this Agreement shall survive the execution 
and delivery of this Agreement and any and all exercises of the Option.


               ARTICLE V --ACCESS TO INFORMATION: CONFIDENTIALITY
                          OBLIGATIONS: INDEMNIFICATION

     5.1   Access to Information. Ross hereby acknowledges that PowerCerv:

           (a)   has apprised Ross of (or provided Ross with access to) 
information of a confidential nature (i.e., information which PowerCerv has not 
reported in any filing or report filed with the Securities and Exchange 
Commission or otherwise made publicly available) which might reasonably be 
deemed material to a decision to purchase or sell the Shares ("Confidential 
Information");

           (b)   provided Ross with the opportunity to ask questions of 
PowerCerv and PowerCerv and receive answers to such questions; and

           (c)   disclosed to Ross a summary of any Confidential Information 
relating to PowerCerv of which PowerCerv is aware as of the date of execution 
of this Agreement.


                                       5


  
<PAGE>   18
     All such Confidential Information has been provided to Ross subject to (i)
the confidentiality obligations set forth in this Agreement, and (ii) applicable
federal and state securities laws.

     5.2  CONFIDENTIALITY OBLIGATIONS. Ross hereby represents, warrants,
covenants and agrees that:

          (a)   Ross will hold any and all Confidential Information in the
strictest confidence, and not disclose or provide access to such information to
any person or entity.

          (b)   Ross will not, directly or indirectly, engage in any trading
activity in or with respect to the Common Stock (or any interest therein) while
in possession of any such Confidential Information; provided, however, that to
the extent any shares of Common Stock (or other interests therein) are held in a
trust or similar vehicle over which Ross shares or has no control, trading
activity may be conducted by any such trust or other vehicle so long as Ross has
no involvement in any investment decision(s) with respect to such stock while in
possession of any Confidential Information.

          (c)   Ross will indemnify the Optionee, PowerCerv, its officers and
directors against all expenses, claims, losses, damages or liabilities (or
actions in respect thereof), including any of the foregoing incurred in
settlement of any litigation or other action or proceeding, commenced or
threatened, arising out or based on any breach of the covenants in subsections
(a) or (b) of this Section or any violation of applicable federal and state
securities laws in connection therewith. The parties agree that the
indemnification obligation hereunder shall apply only to the extent that a court
of competent jurisdiction (or the Securities and Exchange Commission, if
applicable) finds that Ross' breach or violations under this SECTION 5.2 were
negligent, reckless or intentional.

          (d)   Ross hereby agrees that his obligations under this SECTION 5.2
shall survive the non-exercise of the Option or any other event or circumstance,
and shall continue for so long as any Confidential Information remains material,
non-public information and/or compliance with federal or state securities laws
so requires.

     5.3  RESTRICTIONS ON TRADING OF THE SHARES UPON EXPIRATION OF OPTION
PERIOD.

          (a)   PowerCerv hereby covenants and agrees, immediately prior to the
expiration of the Option Period, to notify Mr. Ross in writing if to its
knowledge all of the Confidential Information disclosed pursuant to SECTION
5.1(b) hereof has been publicly disclosed or is no longer material, non-public
information.

          (b)   If in the reasonable opinion of PowerCerv any Confidential
Information provided to Ross has not been publicly disclosed or remains
material, non-




                                       6
<PAGE>   19
public information 120 days after the date of this Agreement and PowerCerv
sends Ross written notice thereof, PowerCerv shall, after the expiration of the
Option Period pay to Ross $1,000 per each day that the Nasdaq National Market
is open for trading after such 120th day until the date PowerCerv provides
written notice to Ross that such Confidential Information has been publicly
disclosed and/or is no longer material, it being understood that PowerCerv will
undertake reasonable efforts during such period of time, subject to PowerCerv's
board of directors reasonable judgment that to exercise their fiduciary and
other obligations to PowerCerv information should not yet be disclosed, to
eliminate as soon as practicable any restrictions on the sale or transfer of
the Shares under applicable federal securities laws due to the disclosure to
Mr. Ross of the Confidential Information. On or about the 120th day after the
date of this Agreement, PowerCerv shall provide written notice to Ross as to
whether PowerCerv believes that any such Confidential Information has not yet
been publicly disclosed and/or is no longer material.

          (c)   Under no circumstances will PowerCerv, directly or
indirectly, not make (or cause not to be made) publicly available any
Confidential Information following the expiration of the Option Period for the
primary reason of preventing Ross from being able to engage in a sale or
transfer of any or all of the Shares for which the Option has not been
exercised or any shares of Common Stock or any interest therein.

     5.4  Additional Indemnification

          (a)   PowerCerv will indemnify Ross against all expenses, claims, 
losses, damages or liabilities (or actions in respect thereof), including any 
of the foregoing incurred in settlement of any litigation or other action or 
proceeding, commenced or threatened, arising from this Agrement, other than any 
action taken in breach of this Agreement. The parties agree that the 
indemnification obligation hereunder shall not apply to the extent that a court 
of competent jurisdiction (or the Securities and Exchange Commission, if 
applicable) finds that Ross' actions were negligent, reckless or intentional or 
in violation of any applicable federal and state securities law.

          (b)   If Ross becomes aware of any matter (a "Claim) which may give 
rise to a claim for indemnification against PowerCerv under this ss. 5.4, shall 
promptly (and in any event within five business days after becoming aware of 
the Claim) notify PowerCerv thereof in writing.

          (c)   PowerCerv will have the right at any time to assume and 
thereafter conduct the defense of the Claim with counsel of its choice; 
provided, however, that PowerCerv will not consent to the entry of any judgment 
or enter into any settlement with respect to the Claim without the prior 
written consent of Ross (not to be withheld unreasonably) unless the judgment 
or proposed settlement involves only the payment


                                       7
<PAGE>   20
of money damages and does not impose an injunction or other equitable relief
upon Ross.

     (d)   Unless and until PowerCerv assumes the defense of the Claim, Ross 
may defend against the Third Party Claim in any manner it reasonably may deem 
appropriate.

     (e)   In no event will Ross consent to the entry of any judgment or enter 
into any settlement with respect to the Claim without the prior written consent 
of PowerCerv (not to be withheld unreasonably).

     5.6   Disclosure Upon Assignment of Option and Subsequent Exercise 
Thereof. PowerCerv agrees that if it assigns or otherwise transfers this Option 
or any interest therein, that it will disclose to such transferee(s) at the 
time of such transfer(s) and on or about the time of the exercise thereof any 
information known to it that is of a confidential nature (i.e., information 
which PowerCerv has not reported in any filing or report filed with the 
Securities and Exchange Commission or otherwise made publicly available) which 
might reasonably be deemed material to a decision to purchase or sell the 
Option or the Shares.

                          ARTICLE VI -- MISCELLANEOUS

     6.1   Further Assurances.   Each party shall execute and deliver such 
other documents and instruments and take such further action that may be 
necessary in order to consummate the transactions contemplated hereby.

     6.2   Notices.   All notices, requests, consents and other communications 
required or permitted hereunder shall be in writing and shall be deemed to have 
been duly given when delivered personally, by express service, telefax, or by 
registered or certified mail (postage prepaid, return receipt requested) to the 
respective parties as follows:

     If to Ross:


          Harold R. Ross
          c/o: Richard B. Hadlow, Esq.
               220 South Franklin Street
               Tampa, FL 33022
               Facsimile No.: (813) 223-9620



                                       8
<PAGE>   21
     with a copy to:

            Richard B. Hadlow, Esq.
            Bush Ross Gardner Warren & Rudy, P.A.
            220 South Franklin Street
            Tampa, FL 33022
            Facsimile No.: (813) 223-9620

     If to PowerCerv:

            PowerCerv Corporation
            400 North Ashley Drive, Suite 2700
            Tampa, Florida 33602
            Facsimile No.: (813) 222-0886
            Attention: General Counsel

     with a copy to:

            Chester E. Bacheller, Esq.
            Holland & Knight LLP
            400 North Ashley Drive, Suite 2300
            Tampa, Florida 33602
            Facsimile No.: (813) 229-0134

or to such other address as the person to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).

     6.3   GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to conflict of
law principles thereof.

     6.4   SEVERABILITY. If any term, provision, covenant or restriction
contained in this Agreement is held by a court or a federal or state regulatory
agency of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions contained herein
shall remain in full force and effect, and shall in no way be affected, impaired
or invalidated.

     6.5   COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same agreement.

     6.6   COSTS AND EXPENSES. Each of the parties hereto shall bear and pay all
costs and expenses incurred by it or on its behalf in connection with the
transactions


                                       9
<PAGE>   22


contemplated hereunder, including fees and expenses of its own financial
consultants, accountants and legal counsel.

         6.7      Entire Agreement. Except as otherwise provided herein or in 
the Escrow Agreement, this Agreement contains the entire agreement between the 
parties with respect to the transactions contemplated hereunder and supersedes 
all prior arrangements or understandings with respect thereof, written or oral.

         6.8      Parties in Interest.  The terms and conditions of this 
Agreement shall inure to the benefit of and be binding upon the parties hereto 
and their respective successors and permitted assigns.  Nothing in this 
Agreement, expressed or implied, is intended to confer upon any assignees, any 
rights, remedies, obligations or liabilities under or by reason of this 
Agreement, except as expressly provided herein.

         6.9      Construction.  The parties hereto have participated jointly 
in the negotiation drafting of this Agreement with the assistance of outside 
legal counsel.  In the event an ambiguity or question of intent or 
interpretation concerning this Agreement arises, this Agreement shall be 
construed as if drafted jointly by the parties hereto and no presumption or 
burden of proof shall arise favoring and disfavoring any party by virtue of the 
authorship of any of the provisions of this Agreement.  Any references to any 
federal, state, local or foreign statues or laws shall be deemed also to refer 
to all rules and regulations promulgated thereunder, unless the contact 
requires otherwise.  The word "including" shall mean including without 
limitation.

         6.10     Amendments; Waivers.  Upon mutual consent of the parties 
hereto, this Agreement may be amended in writing at any time, for the purpose 
of facilitating performance hereunder or to comply with any applicable 
regulation of any governmental authority or any applicable order of any court 
or for any other purpose.  The parties hereto may, by mutual consent, extend 
the time for performance of any of the obligations or acts of either party 
hereto. Each party may, in writing, waive (a) compliance with any of the 
covenants of the other party contained in this Agreement or the Escrow 
Agreement, and/or (b) the other party's performance of any of its obligations 
set forth in this Agreement or the Escrow Agreement.

         6.11     Captions.  The captions in this Agreement are inserted for 
convenience and reference purposes only, and shall not limit or otherwise 
affect any of the terms or provisions hereof.

         6.12     Specific Performance.  The parties agree that damages would 
be an inadequate remedy for a breach of the provisions of this Agreement by 
either party hereto and that this Agreement may be enforced by either party 
hereto through injunctive or other equitable relief.



                                       10
<PAGE>   23
      


      IN WITNESS WHEREOF, each of the parties has caused this Agreement to be 
executed as of the date first above written.



HAROLD R. ROSS                                     POWERCERV CORPORATION



/s/ Harold R. Ross                                 By: 
- -----------------------                               --------------------------
                                                      Chief Financial Officer


H.R.R. LIMITED PARTNERSHIP


By:H.R.R., Inc., sole general partner




        By:  /s/ Harold R. Ross
           --------------------------------------
           Harold R. Ross, President



                                       11


<PAGE>   24
                                   EXHIBIT 2

                                ESCROW AGREEMENT


     THIS ESCROW AGREEMENT ("Agreement") is made this 24 day of March, 1999, by
and among HAROLD R. ROSS, an individual resident of the State of Florida 
("Ross"), POWERCERV CORPORATION, a Florida corporation ("PowerCerv"), and 
FIRST UNION NATIONAL BANK, as escrow agent (the "Escrow Agent").

                                   RECITALS:

     WHEREAS, Ross and PowerCerv are parties to an Option Agreement, dated 
March 24, 1999 (the "Option Agreement"), a copy of which is attached hereto as 
Exhibit A, pursuant to which Ross has granted to PowerCerv an exclusive option 
(the "Option") to purchase up to 2,000,000 shares (the "Shares") of common 
stock, $.001 par value per share ("Common Stock") of PowerCerv owned by Ross;

     WHEREAS, the Option Agreement provides for the execution and delivery, 
concurrent with the execution of the Option Agreement, of an escrow agreement, 
and the deposit by Ross of all certificates representing the Shares together 
with appropriate stock powers endorsed in blank and other documentation 
necessary for the Escrow Agent to transfer marketable title to the Shares to a 
third party pursuant to the exercise of the Option;

     WHEREAS, Ross and PowerCerv have agreed that the execution and delivery 
of this Escrow Agreement and the establishment of the escrow provided for 
herein shall satisfy the obligation of the parties to execute and deliver such 
escrow agreement.

     NOW, THEREFORE, in consideration of consummating the transactions 
contemplated by the Option Agreement, the covenants and agreements herein set 
forth, and for other valuable consideration, the receipt of which is hereby 
acknowledged, the parties agree as follows:


             ARTICLE I -- APPOINTMENT AND AGREEMENT OF ESCROW AGENT

     Ross and PowerCerv hereby appoint First Union National Bank as, the First 
Union National Bank agrees to perform the duties of, Escrow Agent under this 
Agreement. This Escrow Agreement shall be administered at and the Shares held 
in Charlotte, NC, by the Escrow Agent at 1525 W. W.T. Harris Blvd., Charlotte, 
NC 28288.


                     ARTICLE II -- ESTABLISHMENT OF ESCROW

     2.1   Deposit of Shares. Simultaneously with the execution of this 
Agreement, Ross has caused to be deposited with the Escrow Agent: (i) 
certificates in negotiable form duly endorsed in blank representing the Shares, 
such certificates being more fully described in Exhibit B attached hereto, and 
(ii) duly executed stock powers (endorsed in blank) with respect to such Shares 
(the "Escrow Documents").

     2.2   Receipt. The Escrow Agent hereby acknowledges receipt of the Escrow 
Documents and agrees to hold and release such Escrow Documents in accordance 
with the terms and conditions of this Agreement for the uses and purposes 
stated herein.
<PAGE>   25


     2.3   Dividends and Voting Rights.  So long as any or all of the Shares 
are held in escrow pursuant to the terms hereof, all rights to vote said 
Shares, to receive dividends thereon (whether cash or stock) and all other 
shareholder rights shall vest exclusively with Ross.  Any stock splits or stock 
dividends distributed with respect to Shares held in escrow shall be delivered 
to the Escrow Agent.  Such additional shares shall be dealt with by the Escrow 
Agent, pursuant to the provisions of the Option Agreement, in the same manner 
as the Shares with respect to which such additional shares are distributed.

                     ARTICLE III -- DISBURSEMENT OF SHARES

     3.1   Compliance with Written Instructions.  The Escrow Agent shall not be 
required to make any judgment with respect to the release of any or all of the 
Shares, and except as provided in this Article III hereof, shall act only on 
the written instructions of Ross and PowerCerv.

     3.2   Procedure to Effect Disbursement of the Shares.  Upon the Escrow 
Agent's receipt of (i) an Option Exercise Notice (as defined in the Option 
Agreement) from an Optionee (as defined in the Option Agreement), such notice 
to include a certification by the Optionee that such notice is submitted in 
accordance with the terms of the Option Agreement, specify the number of Shares 
pursuant to which the Option is being exercised, contain a representation that 
a copy of such notice has been delivered to Ross, and (ii) the Option Exercise 
Price applicable to such shares, such Option Exercise Price to be paid by wire 
transfer of federal funds to the following account:


                            0631-06569-0032011636812
                               SUNTRUST TAMPA BAY
                           SUNTRUST FINANCIAL CENTER
                                 TAMPA, FLORIDA
                            ATTENTION: WILDA ISABELL
                                (813) 224-2222
                            CUSTOMER: HAROLD R. ROSS
                                        

the Escrow Agent shall promptly take any and all actions necessary and 
appropriate, in conjunction with PowerCerv's transfer agent, to concurrently:

           (a)   deliver to the Optionee a certificate(s) for the number of 
Shares for which the Option Exercise Notice pertains, such Shares to be 
registered in accordance with instructions provided by the Optionee in such 
notice;

           (b)   ensure its receipt from the transfer agent of a certificate(s) 
evidencing any and all Shares not delivered to the Optionee pursuant to the 
terms hereof; and

           (c)   release to Ross the funds received representing payment of the 
Option Exercise Price with respect to the Shares for which the Option Exercise 
Notice pertains.

     3.3   Disbursement of Shares Upon Expiration of the Option Period.  Upon 
the expiration of the Option Period, the Escrow Agent shall release to Ross any 
and all Shares (and the certificates and other documentation pertaining 
thereto) then held by the Escrow Agent.  In


                                       2

<PAGE>   26

the event that any funds have been paid to the Escrow Agent by an Optionee in
connection with the delivery of an Option Exercise Notice not received by the
Escrow Agent prior to expiration of the Option Period, the Escrow Agent shall
remit such funds to the Optionee in accordance with the Optionee's instructions.


     3.4   Disputes as to Escrowed Property If a dispute arises between Ross and
any Optionee as evidenced by the written objection to disbursement of any Shares
(and/or the funds received with respect to the Option Exercise Price for such
Shares) by either Ross or such Optionee, as the case may be, under Section 3.2
or 3.3, the Escrow Agent shall not be permitted or required to resolve such
dispute or take any action, including but not limited to, disbursing such Shares
or funds, but shall await resolution of the controversy by (i) a final
non-appealable court order of a court of competent jurisdiction directing
delivery of such Shares of funds to Ross or the Optionee, as the case may be,
accompanied by a legal opinion by counsel for the presenting party satisfactory
to the Escrow Agent to the effect that the statutory time to appeal the court
order has elapsed and no notice of appeal has been filed with the court; or (ii)
a written agreement executed by Ross and such Optionee directing delivery of
such Shares and/or funds, in which event the Escrow Agent shall take such
actions in accordance with such order or agreement. 


     3.5   Termination. This Agreement shall continue in effect until the 
earlier of (i) final resolution of any dispute with respect to the
disbursement of any of the Shares and/or the funds received in payment
therefor, and (ii) when all of the Shares (and any funds received in payment
of the Option Exercise Price therefor) have been distributed in accordance
with this Article III.

                 ARTICLE IV - FEES AND EXPENSES OF ESCROW AGENT

     Each of Ross and PowerCerv shall be jointly and severally responsible for 
all fees and reasonable expenses, disbursements and advances incurred or made
by the Escrow Agent in performing its duties hereunder (including reasonable
legal fees) of the Escrow Agent, but as between Ross and PowerCerv, each party
shall bear 50% of such fees and expenses. 

                     ARTICLE V - LIABILITY OF ESCROW AGENT

     5.1   Escrow Agent Obligations. The duties and obligations of the Escrow 
Agent hereunder shall be determined solely by the express provisions of this
Agreement, and the Escrow Agent shall be under no obligation to refer to any
other documents between or among the parties related in any way to this
Agreement, it being specifically understood that the following provisions are
accepted by all parties hereto.

     5.2   Escrow Agent Liability. The Escrow Agent shall not be liable to 
anyone whatsoever by reason of any error of judgment or for any act done or
step taken or omitted by it in good faith or for any mistake of fact or law
for anything which it may do or refrain from doing in connection herewith
unless caused by or arising out of, its own gross negligence or willful
misconduct. Ross and PowerCerv shall, jointly and severally, indemnify and
hold the Escrow Agent (and any successor thereto) harmless from any and all
liability and expense which may arise out of any action taken or omitted by
it as Escrow Agent in accordance wit this Agreement, as the same may be
amended, modified or supplemented, except such liability and


                                       3
<PAGE>   27
expense as may result from the gross negligence or willful misconduct of the
Escrow Agent. The Escrow Agent may act relative hereto upon advice of counsel in
reference to any matter connected herewith and shall not be liable for any
action taken or omitted in accordance with such advice.

     5.3   Escrow Agent's Conduct. The Escrow Agent shall be entitled to rely
upon any order, judgment, certificate, demand, notice, instrument, opinion or
other writing delivered to it hereunder without being required to determine the
authenticity or the correctness of any fact stated therein or the propriety or
validity or the service thereof. The Escrow Agent may act in reliance upon any
instrument or signature believed by it to be genuine and may assume that any
person purporting to give notice or receipt or advise or make any statement or
execute any document in connection with the provisions hereof has been duly
authorized to do so.

     5.4   Duty of Care. The Escrow Agent shall not be under any duty to give
the property held by it hereunder any greater degree of care than it gives its
own similar property and shall not be required to invest any funds held
hereunder except as directed in this Escrow Agreement. Uninvested funds held
hereunder shall not earn or accrue interest.

     5.5   No Implied Duties. This Escrow Agreement expressly sets forth all the
duties of the Escrow Agent with respect to any and all matters pertinent hereto.
No implied duties or obligations shall be read into this Agreement against the
Escrow Agent. The Escrow Agent shall not be bound by the provisions of any
agreement among the parties hereto except this Agreement and the Option
Agreement.

     5.6   No Interest in Shares or Funds. The Escrow Agent does not and shall
not have any interest in the Shares or any funds received in connection
therewith and is serving as Escrow Agent only, having only possession thereof.
This Section 5.6 shall survive notwithstanding any termination of this Escrow
Agreement or the resignation of the Escrow Agent.

     5.7   No Representations. The Escrow Agent makes no representations to the
validity, value, genuineness or the collectibility of any security or other
document or instrument held by or delivered to it.

     5.8   No Advice. The Escrow Agent shall not be called upon to advise any
party as to the wisdom in selling or retaining or taking or refraining from any
action with respect to any securities or other property deposited hereunder.

     5.9   Resignation and Removal. The Escrow Agent (and any successor Escrow
Agent) may at any time resign as such by delivering any and all property then
held by such Escrow Agent in escrow to any successor Escrow Agent jointly
designated by Ross and PowerCerv in writing, or to any court of competent
jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and
all further obligations arising in connection with this Escrow Agreement. The
resignation of the Escrow Agent will take effect on the earlier of (a) the
appointment of a successor (including a court of competent jurisdiction); or (b)
the day which is 30 days after the date of delivery of its written notice of
resignation to the other parties hereto. If at that time the Escrow Agent has
not received a designation of a successor Escrow Agent, the Agent's sole
responsibility after that time shall be to safekeep the escrowed property until
receipt



                                       4
<PAGE>   28
of a designation of successor Escrow Agent or a joint written disposition 
Instruction by the other parties hereto or a final, non-appealable, order of a 
court of competent jurisdiction.

                          ARTICLE VI -- MISCELLANEOUS


     6.1   Notices.  Any notices or other communications required under this 
Agreement shall be in writing and be effective upon delivery if given by hand 
delivery or facsimile transmission or on the next day after given if delivered 
by overnight courier and shall be given at the addresses or facsimile numbers 
set forth below, with copies provided as follows:

     If to Ross, addressed to:

           Harold R. Ross
           c/o:   Richard B. Hadlow, Esq.
                  220 South Franklin Street
                  Tampa, FL 33022
                  Fax No. (813) 223-9620

     with a copy to:

           Richard B. Hadlow, Esq.
           Bush Ross Gardner Warren & Rudy, P.A.
           220 South Franklin Street
           Tampa, FL 33022
           Fax No. (813) 223-9620

     If to PowerCerv, addressed to:

           PowerCerv Corporation
           400 North Ashley Drive, Suite 2700
           Tampa, Florida 33602
           Fax No.: (813) 226-2600
           Attn:  General Counsel

     With a copy to:

           Chester E. Bacheller, Esq.
           Holland & Knight LLP
           400 North Ashley Drive, Suite 2300
           Tampa, Florida 33602
           Fax No.: (813) 2290-0134


                                       5

<PAGE>   29
     If to the Escrow Agent, addressed to:

           First Union National Bank
           1525 W.T. Harris Blvd.
           Charlotte, NC  28288-1153
           Fax No.: (704) 383-6648
           Attention:  Ted Weiner

or at such address and may be designated by written notice hereunder in the 
manner herein provided.

     6.2.  Governing Law. This Agreement shall be governed by and construed and 
enforced in accordance with the laws of the State of Florida applicable to 
agreements made and to be entirely performed with such State.

     6.3   Consent to Jurisdiction. The parties agree that any legal action or 
proceeding arising out of or in connection with this agreement may be brought 
in any state court located in Hillsborough County, State of Florida or any 
federal court located in the Middle District of Florida and each party agrees 
not to assert, by way of motion, as a defense, or otherwise, in any such 
action, suit or proceeding, any claim that it is not subject personally to the 
jurisdiction of such court, that its property is exempt or immune from 
attachment or execution, that the action, suit or proceeding is brought in an 
inconvenient forum, that the venue of the action, suit or proceeding is 
improper or that this agreement or the subject matter hereof may not be 
enforced in or by such court, and hereby waives any offsets or counterclaims in 
any such action, suit or proceeding.  Any and all service of process and any 
other notice in any such action, suit or proceeding shall be effective against 
any party if given personally or by registered or certified mail, return 
receipt requested, or by any other means of mail that requires a signed 
receipt, postage prepaid.  Nothing herein contained shall be deemed to affect 
the right of any party to serve process in any manner permitted by law or to 
commence legal proceedings or otherwise proceed against any other party in any 
jurisdiction other than Florida.

     6.4   Entire Agreement. This Agreement sets forth the entire agreement and 
understanding of the parties in respect to this escrow transaction and 
supersedes all prior agreements, arrangements and understandings relating to 
the subject matter hereof.

     6.5   Binding Effect. All the terms and conditions of this Agreement shall 
be binding upon, and inure to the benefit of and be enforceable by, the parties 
hereto and their respective successors and permitted assigns.

     6.6.  Modification; Waivers. This Agreement may be amended, modified, 
superseded or canceled, and any of the terms or conditions hereof may be 
waived, only by a written instrument executed by each party hereto or, in the 
case of a waiver, by the party waiving compliance.  The failure of any party at 
any time or times to require performance of any provisions hereof shall in no 
manner affect the right at a later time to enforce the same.  No waiver of any 
party of any condition, or of the breach of any term contained in this 
Agreement, whether by conduct or otherwise, in any one or more instances shall 
be deemed to be or


                                       6
<PAGE>   30
construed as a further or continuing waiver of any such condition or breach or 
a waiver of any other condition of or the breach of any other term of this 
Agreement.

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

     6.8   No Right of Set-Off. The Escrow Agent agrees that it will not assert 
any right of set-off or similar right it may have with respect to the Shares or 
any funds received in payment of the Option Exercise Price thereof.

     6.9   Assignment. This Agreement shall not be assigned other than by 
operation of law.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date first above written.


                                        HAROLD R. ROSS



                                        /s/ Harold R. Ross
                                        --------------------------------------


                                        POWERCERV CORPORATION


                                        
                                        By: /s/ Stephen M. Wagman
                                            ----------------------------------
                                            Name: Stephen M. Wagman
                                            Title: Chief Financial Officer


                                        ESCROW AGENT:

                                        First Union National Bank



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


                                      7

                                        


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