CONSULTING AND NON-COMPETE AGREEMENT, dated as of February 5, 1999 (the
"AGREEMENT"), by and between Computer Management Sciences, Inc., a Florida corporation (the
"COMPANY"), and Anthony V. Weight (the "CONSULTANT").
The Company is intending to enter into a Merger Agreement with Computer Associates International, Inc. (the
"MERGER AGREEMENT"), pursuant to which the Company will become a subsidiary of Computer Associates
International, Inc. The Consultant is a senior executive of the Company, has unique knowledge of the Company's
business and has occupied a position of trust and confidence. The Company and the Consultant desire that,
effective upon the Merger, the Consultant will continue as a consultant to the Company and will agree to refrain
from competing with the Company all as set forth in this Agreement.
In consideration of the mutual agreements, the Consultant and the Company agree as follows:
1. CONSULTING SERVICES. For the Consulting Period (as defined in
Section 2), the Consultant shall provide from time to time and as requested by the Company the consulting
services set forth in Schedule A (the "SERVICES"). The Consultant shall report to the President of the
Company. The Consultant shall devote such time and energy to the business of the Company as reasonably
required to perform the Services; the parties agree that the performance of the Services is not intended to require
full time effort.
2. TERM. The Consultant and the Company agree that the consulting period (the "CONSULTING PERIOD")
begins on the Effective Date (as defined in
Section 7) and ends on the second anniversary of the Effective Date. The Consultant acknowledges that the
Consulting Period may be terminated at any time, with or without cause or for any or no reason, at the option
either of the Company or the Consultant, on 30 days written notice, as provided in Section 4.
3. CONSULTING FEE. Commencing on the Effective Date, the Company shall pay the Consultant an annual
consulting fee of $25