<PAGE>
EXHIBIT 10.2
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT ("Agreement") made this 21st day of January,
1998, by between RDA CONSULTANTS LIMITED ("RDA"), and William E. Ambrose
("Employee").
RECITALS
--------
R-1. RDA is engaged in the computer software development and consulting
services business; and
R-2. Employee has been employed by RDA as a member of the executive
management team and the parties desire to enter into this Agreement to
memorialize the terms of Employee's continued employment with RDA now as Vice
President of Recruitment.
NOW THEREFORE, in consideration of the premises, the mutual covenants
herein contained and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties covenant and agree as
follows:
1. DUTIES OF EMPLOYEE. Employee shall devote full time, energy,
------------------
skill and best efforts to the business of RDA as directed by its president,
including management duties of the corporation. Employee's duties shall
include, but not be limited to, management activities pertaining to the
corporation and its branches.
2. COMPENSATION. RDA will pay Employee at the rate of $140,000 per
------------
year, payable bi-weekly. Employee will be eligible for incentive bonuses of
up to $5,000 per quarter based on the satisfaction of quarterly objectives
as established by RDA. Employee will receive bonus payments on a monthly
basis of 1% of the month's net profit before tax for RDA.
3. CONFIDENTIALITY. During the term of this Agreement, and at any
---------------
and all times thereafter, Employee shall hold in confidence, and not disclose to
any third party, except to authorized persons in the course of his work for RDA,
and will not use for the benefit of himself or any other individual or entity,
without the consent of RDA, any information of a confidential nature of which
Employee becomes aware in the course of his work for RDA, or which he obtained
in connection with his relationship with RDA, pertaining to the business or
operations of RDA, or its clients. Confidential information of this type
includes, but is not limited to, any and all processes, equipment, devices,
techniques, methods, designs, programs, trade secrets and the like (whether
patentable or not), or data, know-how, written instructions or other writings,
client lists, pricing lists, sales techniques, or financial products, and all
improvements or additions thereto of any nature whatsoever, no matter whether
any of the same is the information of RDA or the
<PAGE>
information of its clients. Employee shall hold and use articles
representing or disclosing such confidential information only in the manner
as authorized by RDA and shall not make unauthorized copies thereof. Upon
termination of employment, and at any other time upon request, Employee
shall return all records, memoranda, notes, files, and documents of and
pertaining to RDA or its clients, including, but not limited to, client
lists or concerning any articles, products, used or developed, investigated
or considered by RDA, then in Employee's possession, it being agreed that
all such records, memoranda, notes, files, and documents are property of
RDA no matter where located. Employee agrees not to make or retain any copy
or extract thereof. Employee agrees to comply with and be bound by the
terms of any confidentiality agreement to which RDA is bound concerning
confidential information of its clients.
4. WORK PRODUCT. Employee acknowledges and agrees that any and all
------------
writings, documents, inventions, discoveries, computer programs (whether
source or object code), algorithms, "know-how", hardware, ideas,
improvements, plans, memoranda, tests, research, designs, drawings,
specifications, models, data documentation, diagrams, flow charts,
processes, procedures and/or techniques (whether reduced to written form or
otherwise) which Employee may make, conceive, discover or develop, either
solely or jointly with any other person or persons, at any time during the
term of this Agreement, whether during working hours, or at RDA facilities
or at any other time or location, and whether at the request or upon the
suggestion of RDA or otherwise, which relate to or are in any way useful in
connection with any business now or hereafter carried on or contemplated by
RDA, including developments or expansions of its present fields of
operations (collectively, "Intellectual Work Product"), shall be the sole
and exclusive property of RDA. Employee shall make full disclosure to RDA
of all such Intellectual Work Product, and shall do everything necessary or
desirable to vest absolute title thereto in RDA. Employee shall prepare all
specifications or other documentation regarding such Intellectual Work
Product and otherwise aid and assist RDA so that RDA can prepare and
present applications for copyright or Letters Patent therefore and can
secure such copyright or Letters Patent wherever possible, as well as
reissues, renewals, and extensions thereof, and can obtain the record title
to such copyright or patents so that RDA shall be the sole and absolute
owner thereof in all countries in which it may desire to have copyright or
patent protection. Employee shall not be entitled to any additional or
special compensation or reimbursement regarding any and all such
Intellectual Work Product.
Employee acknowledges and agrees that all such Intellectual Work Product
that is copyrightable shall be considered to be a work made for hire under
United States copyright law and that such Intellectual Work Product shall, upon
its creation, be owned exclusively by RDA. To the extent that any such
Intellectual Work Product, (including such work product as is unrelated to or is
not necessarily useful in connection with any business of RDA) under applicable
law, may not be considered to be a work made for hire, Employee hereby assigns
to RDA the ownership of copyright in such Intellectual Work Product, without the
necessity of any further consideration, and RDA shall be entitled to obtain and
hold in its own name all copyrights with respect thereto.
2
<PAGE>
To the extent that Employee may be entitled to claim any ownership interest
in any of such Intellectual Work Product, (including such work product as is
unrelated to or is not necessarily useful in connection with any business of
RDA) Employee hereby irrevocably assigns and transfers to RDA all of his right,
title and interest in and to such Intellectual Work Product, (including such
work product as is unrelated to or is not necessarily useful in connection with
any business of RDA) under patent, copyright, trade secret and trademark law, in
perpetuity or for the longest period otherwise permitted by law. Employee
acknowledges and agrees that RDA may contract with clients to provide that
Intellectual Work Product shall be a work for hire belonging to the client and
may additionally assign all ownership rights to client. Employee hereby
irrevocably consents to such contracts and assignments.
5. TERMINATION. This Agreement may be terminated by either party
-----------
hereto for any reason whatsoever upon ten (10) days written notice to the
other. Upon such termination, Employee shall receive two weeks pay unless
he is discharged for cause.
RDA may terminate this Agreement and discharge Employee at any time for
cause which shall include insubordination, gross negligence, any violation of
any express direction or any reasonable rule or regulation established by RDA
from time to time regarding the conduct of its business, or any violation by
Employee of the terms and conditions of this Agreement, criminal conduct
(whether or not related to Employee's employment), incompetence, intoxication,
drug addiction, in which event RDA shall have no further obligations or
liabilities hereunder after the date of such discharge. The provisions of
Sections 3, 4, 6, 7, and all other provisions hereof relating to
confidentiality, work product and non-competition shall expressly survive
termination.
6. COVENANT NOT TO COMPETE. During the term of this Agreement and
-----------------------
for a period of two (2) years from the date of termination, regardless of
the reason for termination, Employee agrees that he will not directly or
indirectly solicit or service or accept employment with or otherwise
establish a business relationship with any Clients, as defined herein, in
any manner, either personally or through others. Employee agrees that
should this Agreement be terminated, Employee shall not communicate with
Clients so as to in any way indicate that Employee's relationship with RDA
has terminated or that Employee is conducting business at any address other
than that of RDA. Moreover, during the two (2) year period following
termination, Employee agrees that he shall not, without the prior written
consent of RDA, directly or indirectly induce or attempt to influence any
employee of RDA to terminate his employment, or employ, establish any
business relationship with, do any business with or cause or encourage
anyone else to associate with, or do any business with any employee who was
employed by RDA at the time of the termination of Employee's employment or
who terminated his employment for any reason during the six (6) months
preceding the termination of Employee's employment with RDA.
As used in this Agreement, the term "Clients" or "clients" shall mean and
include, but not necessarily be limited to (1) those individuals and
organizations (organizations include, but are not necessarily limited to,
proprietorships, partnerships, joint ventures, corporations, societies,
associations and labor organizations) who or which have purchased a product or
service from
3
<PAGE>
RDA within the two year period immediately prior to or during the term of
Employee's association with RDA, (2) any stockholder, principal or partner of
any such client excluding, however, non-controlling stockholders of any publicly
listed corporation, (3) any organization, a trustee, officer, director or
stockholder of which (other than a non-controlling stockholder of any publicly
listed corporation) was a client during the term of Employee's association with
RDA or within the two year period immediately prior to the first day of
Employee's association with RDA, and (4) any individual or organization which
has approached RDA or been approached by RDA concerning the purchase of products
or services within the six month period immediately preceding the termination
date of this Agreement but not prior to the commencement of tenure of Employee
at RDA.
As used herein, "solicit" or "service" includes communication with an
individual or an organization, by any means whatsoever, directly or indirectly
regarding products and services of a type available from RDA whether or not to
induce the individual or organization to immediately purchase such products or
services.
7. REMEDIES. Employee agrees that in the event of any breach or
--------
threatened breach by Employee of the provisions of this Agreement,
including, but not limited to, those provisions dealing with work product,
confidentiality and non-competition, RDA will suffer immediate and
irreparable injury, and RDA, without notice to Employee, may apply to any
Court of competent jurisdiction for the entry of an immediate Order for an
injunction restraining the breach of any said provision of the Agreement by
Employee, without the necessity of posting a bond, and may institute and
prosecute proceedings at law and equity for the specific performance of
this Agreement and/or to obtain any other relief as may be appropriate,
with all expenses of such legal action, including reasonable attorney's
fees, being borne by Employee. The provisions of this Agreement pertaining
to work product, confidentiality and non-competition shall apply and remain
in full force and effect regardless of the cause and/or manner of or reason
for termination or cessation of this Agreement, and regardless of any other
controversies that may arise between the parties with reference thereto or
otherwise.
8. AUTHORITY TO BIND RDA. The Employee may make disbursements, make
---------------------
purchases or incur liabilities on behalf of RDA only as permitted under
written company policy.
9. CONFLICTING AGREEMENTS. The Employee hereby represents and
----------------------
warrants to RDA that execution of this Agreement and the performance of his
obligations hereunder will not breach or be in conflict with any other
agreement to which he may be a party or may be bound and is not subject to
any covenants that would affect his duties and obligations hereunder. The
Employee shall not use for the benefit of RDA any proprietary information
of a third party without such third party's consent.
10. OUTSIDE ACTIVITIES. Employee agrees that as this is a full time
------------------
and best efforts agreement, he shall not, without prior written consent of
RDA, provide services for compensation to any person or entity, as an
employee, consultant or otherwise, during the term of this Agreement.
4
<PAGE>
11. SEVERABILITY; JUDICIAL MODIFICATION. To the extent that any other
-----------------------------------
provision of this Agreement shall be determined to be unenforceable such
provision shall be severed from this Agreement and the remaining provisions
shall remain fully enforceable as if such unenforceable provision had not
been included herein. The parties agree that if a Court determines any of
the provisions hereof related to non-competition are unenforceable the
Court may modify this Agreement or any of its terms so as to permit the
enforcement thereof as modified.
12. APPLICABLE LAW; NO WAIVER; MISCELLANEOUS. This Agreement shall be
----------------------------------------
construed in accordance with the laws of the State of Maryland. This
Agreement shall be binding upon the parties hereto and their respective
heirs, personal representatives, successors and assigns. This is the final
agreement between the parties replacing all other prior understandings and
agreements, whether oral or written, all of which are merged herein. Any
amendment hereto must be in writing and signed by the parties. The failure
of RDA to exercise any of its rights hereunder upon breach of Employee
shall not constitute a waiver upon the continuation or recurrence of any
such breach. This Agreement may be assigned by RDA but may not be assigned
by Employee.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
ATTEST: RDA CONSULTANTS LIMITED
------- -----------------------
/s/ [Illegible] /s/ R. Donald Awalt (SEAL)
------------------------------- ----------------------------------
R. Donald Awalt
Title: President
WITNESS:
--------
/s/ [Illegible] /s/ William E.Ambrose (SEAL)
------------------------------- ---------------------------------------
William E. Ambrose
Employee
5
