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                                                                   EXHIBIT 10.23

GEAC

February 19, 2002

John L. Sherry, III
18 Pine Needle Road
Wayland, MA  01778

Dear Jay:

Geac Computers, Inc. is pleased to confirm your offer for the position of Senior
Vice President, Marketing & Strategic Alliances. This position will report to
the CEO, Paul Birch, and will be effective on February 22, 2002. This letter
outlines the terms and conditions of your employment.

DETAILS OF YOUR REMUNERATION:

1.         ANNUAL SALARY:              $220,000.00, which will be paid semi-
                                       monthly by direct bank deposit. Your
                                       performance will be reviewed in
                                       accordance with Geac's Company Wide
                                       Annual Review Policy, which shall not
                                       result in any decrease in Annual
                                       Salary.

2.         INCENTIVE COMPENSATION:     You will be eligible to participate in
                                       Geac's FY03 Bonus Plan. Your FY03 bonus
                                       target amount will be $100,000.00. Bonus
                                       target amounts for FY04 and beyond will
                                       reviewed and set at least annually, but
                                       the bonus target amount will not decrease
                                       below $100,000 per annum.For the last
                                       quarter of FY02, you will be eligible
                                       for a prorated bonus of $25,000.

                                       DETAILS OF YOUR BONUS PLAN WILL
                                       BE PROVIDED UNDER SEPARATE COVER.

3.         BENEFITS:                   Your standard benefits plan will begin
                                       the first day of the month following your
                                       date of hire. (March 1, 2002)

4.         VACATION:                   You will be entitled to four (4) weeks
                                       paid vacation each year increasing
                                       according to Geac's Vacation Policy.

4.1        WORK LOCATION:              Southborough, MA. Any change in your work
                                       location outside the Boston metropolitan
                                       area will, at your option, be treated as
                                       a Termination for Reason Other Than
                                       Cause as set forth in paragraph 8.

5.       STOCK OPTIONS: Geac Computer Corporation Limited shall grant you,
         within 60 days of your employment date, a ten-year option (subject to
         the conditions specified in the Geac Computer Corporation Limited Stock
         Option Plan VI, including limitation Section 3.05,


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February 19, 2002
J. Sherry
Page 2


         3.06, 3.08, 3.09 and 3.10 of said plan) to purchase 150,000
         common shares ("Option Shares") of Geac Computer Corporation Limited's
         capital stock at the average price on the prior five trading days
         before they are approved by the Board of Directors, as required by the
         Toronto Stock Exchange. Options will vest over a four (4) year period
         as follows:

                                    Year 1 - 37,500 shares
                                    Year 2 - 37,500 shares
                                    Year 3 - 37,500 shares
                                    Year 4 - 37,500 shares

         I understand that you have been provided the specific details of this
         plan, the Geac Computer Corporation Limited Stock Option Plan VI, as
         revised November 2001. However, you acknowledge that the granting of
         the option and the exercise of the option are subject to compliance
         with applicable securities laws and receipt of necessary regulatory
         approvals, including without limitation acceptance of the plan by The
         Toronto Stock Exchange and the fulfillment of any conditions imposed by
         the Exchange and Geac's Business Conduct Policies.

6.       VOLUNTARY RESIGNATION. If you wish to resign voluntarily you
         shall provide Geac with at least 30 days prior written notice, which
         shall set out a proposed date of resignation. Geac may elect to
         require you to remain in its employment for all or part of the notice
         period, or may require that you resign immediately. Upon the date of
         your resignation, Geac shall pay you all unpaid salary and shall pay
         any unpaid bonus provided that the conditions for payment of the bonus
         have been met. Upon the date of your resignation, the vesting of
         Options shall cease and you will have no entitlement to pay or
         benefits beyond the date of resignation. This paragraph shall be
         subject to, and shall not apply in the case of resignation following a
         Change in Control described in the paragraphs hereafter set forth
         concerning a Change in Control.

7.       TERMINATION FOR CAUSE. If you are guilty of any conduct constituting
         just Cause for dismissal, Geac may terminate your employment by
         providing you with written notice of termination and your employment
         and your rights under this Agreement shall terminate on the day the
         notice is delivered to you. Upon termination for Cause you shall be
         paid all unpaid salary owing to you and the vesting of Options shall
         cease. You will have no entitlement to pay or benefits beyond the date
         of termination.

         As used herein, the term "Cause" shall mean (a) your material failure
         to substantially perform your duties with Geac (other than any such
         failure resulting from your incapacity due to physical or mental
         illness, or your death) that continues for more than 30 days after a
         written demand for substantial performance is delivered to you by your
         manager, which demand specifically identifies the manner in which your
         manager believes that you have not substantially performed your duties,
         (b) the willful engaging by you in conduct which is materially
         injurious to Geac, monetarily or otherwise, (c) your conviction of any
         crime, other than routine traffic violations, or (d) your engaging in
         any business which materially competes with any material business of
         Geac.

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February 19, 2002
J. Sherry
Page 3


8.       TERMINATION FOR ANY REASON OTHER THAN CAUSE. Geac shall have the right
         to terminate your employment at any time for any reason other than
         Cause. In such event, you shall be entitled to receive severance in
         accordance with Geac's then-current policy, subject to a minimum of six
         month's salary continuation (subject to standard deductions), and a
         continuation of standard benefits during the salary continuation
         period.

9.       CHANGE IN CONTROL AND CHANGE AFFECTING YOUR EMPLOYMENT

         a. In the event of a Change in Control and a Change Affecting Your
         Employment within 12 months of a Change in Control, you may elect to
         resign from Geac within 120 days of the Change in Control and Change
         Affecting Your Employment. In the event of your resignation, you will
         be provided with the following:

                  i. Geac will pay you the termination payments, calculated as
                  your monthly base salary, for a period of 12 months from the
                  effective date of the termination of your employment; subject
                  to standard deductions, and

                  ii. Subject to the agreement of the carrier or carriers, Geac
                  will maintain all benefits of employment for a period of 12
                  months from the date of termination.

         b. In such event, you will also be paid, credited or reimbursed, as the
         case may be, for all unpaid salary (including credit for any vacation
         earned but not taken), all unpaid bonuses, all accrued bonuses (such
         bonuses to be determined on a proportionate basis having regards to the
         proportion of the fiscal year which has elapsed), expenses, benefits
         and other amounts payable to you or earned by you up to the date of
         resignation. Also, in such event, all unvested Stock Options previously
         granted shall become fully vested.

         c. In no case will you be entitled to both a payment for termination
         for any reason other than Cause and for a termination in the event of a
         Change in Control and Change Affecting Your Employment.

         d. For the purposes of this Paragraph 9, "Change in Control" and
         "Change Affecting Your Employment" are defined as set out in Schedule 1
         attached hereto.

The financial terms set forth above, like any compensation related matters, are
confidential and should only be discussed with your manager or with a
representative of the Human Resources Department.

To ensure complete understanding before employment, and the best relationship
during employment, we would like to point out that this letter constitutes our
entire offer of employment, and that there are no promises nor conditions
implied or expressed that are not contained within this letter. We wish to
further advise you that any statements of earnings in this letter do not
guarantee, nor should be construed to guarantee employment, or any period of
employment.

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February 19, 2002
J. Sherry
Page 4


We trust that the above will be acceptable to you and ask that you indicate your
acceptance by returning the original copy of this letter by February 22, 2002 to
the following address:

                              Geac Computers, Inc.
                            66 Perimeter Center East
                                Atlanta, GA 30346
                                Attn: Cindy Davis

This offer is conditional upon you signing a copy of the enclosed
Confidentiality Agreement (appendix "A") and providing satisfactory proof of
eligibility for employment in the United States.

Jay, if you need further assistance please feel free to contact me at
404-239-3241. We look forward to welcoming you to the Geac team and working with
you during your employment with us.

Sincerely,

"Cynthia E. Davis"

Cynthia E. Davis
Director - Human Resources

AGREED AND ACKNOWLEDGED:

GEAC COMPUTER CORPORATION LIMITED


 "Paul Birch"                               2/20/2002
------------------------------------        ------------------------------------
PAUL BIRCH                                  DATE
CHIEF EXECUTIVE OFFICER



ACCEPTED:


 "John L. Sherry, III"                      FEBRUARY 22, 2002
------------------------------------        ------------------------------------
JOHN L. SHERRY, III                         DATE




<PAGE>

                                   SCHEDULE 1

"Change in Control" means the occurrence of one or more of the following events:

1.       The sale, lease or transfer, in one or a series of related
         transactions, of all or substantially all of assets of Geac Computer
         Corporation Limited ("GCCL") considered on a consolidated basis to any
         person or company or combination of persons or companies;

2.       The adoption of a plan relating to the liquidation or dissolution of
         GCCL;

3.       The acquisition by any person or company or combination of persons or
         companies acting jointly or in concert of a direct or indirect interest
         in more than 50 percent of the ownership of GCCL or the voting power of
         the voting shares of GCCL by way of a purchase, merger or consolidation
         or otherwise (other than a creation of a holding company that does not
         involve a change in the beneficial ownership of Geac as a result of
         such transaction);

4.       The amalgamation, merger or consolidation of GCCL with or into another
         corporation or the amalgamation or merger of another corporation into
         GCCL with the effect that immediately after such transaction the
         shareholders of GCCL immediately prior to such transaction hold less
         than 50 percent of the total voting power of all securities generally
         entitled to vote in the election of directors, managers or trustees of
         the person surviving such amalgamation, merger or consolidation; or

5.       During any period of two consecutive years, individuals who at the
         beginning of such period constitute the entire Board of Directors of
         GCCL shall cease for any reason to constitute a majority thereof unless
         the election, or the nomination for election by GCCL's stockholders, of
         each new director was approved by a vote of at least two-thirds of the
         directors then still in office who were directors at the beginning of
         such period or who, themselves, were approved during such period by the
         requisite two-thirds vote specified above.

"Change Affecting Your Employment" means any of the following circumstances
which are not accepted by you during the 120-day period immediately following
the date on which you become aware of such circumstances:

1.       Any change to your employment conditions with Geac which would
         significantly reduce the nature or status of your responsibilities;

2.       A reduction by Geac in your annual compensation as of the date of the
         Change in Control;

3.       The failure by Geac to continue in effect for your benefit any
         perquisites or participation in any employee benefit plan to which
         other employees of Geac are entitled, to the same extent to which any
         other employees enjoy such benefits; or

4.       Any other change which would constitute "constructive dismissal" under
         applicable law.

5.       Any change in work location outside the metropolitan Boston area.



<PAGE>


           TO:    JOHN L. SHERRY, III

           In consideration of your agreeing to act as an officer of subsidiary
           companies (each a "Company") of Geac Computer Corporation Limited
           (the "Parent") with full power and authority to grant an indemnity
           valid and binding upon and enforceable against you and the Company,
           the Parent on the terms hereinafter contained, hereby agree as
           follows:

           1.       The Parent shall indemnify and hold you harmless
                    against any and all liability, loss, damage, cost or expense
                    whatsoever which you may incur, suffer or be required to
                    pay, pursuant to any civil, criminal or administrative
                    claim, action, suit, application, litigation, charge,
                    complaint, prosecution, assessment, reassessment,
                    investigation or other proceeding of any nature or kind
                    whatsoever (collectively, a "Claim") that may be made or
                    asserted against or affecting you, if it relates to, arises
                    from or is based upon (1) your status as an officer of the
                    Company or (2) any act or omission by you in your capacity
                    as an officer of the Company or (3) any act or omission by
                    the Company for which officers of a corporation may be
                    vicariously responsible, in whole or in part, provided that
                    you acted honestly and in good faith with a view to the best
                    interests of the Company and, in the case of a criminal or
                    administrative action or proceeding that is enforced by a
                    monetary penalty, you had reasonable grounds for believing
                    that your conduct was lawful.

           2.       Regardless of the merits of any Claim, if any Claim is
                    made or brought against you in your capacity as an officer
                    or former officer of the Company in connection with any of
                    the matters against which you would be indemnified pursuant
                    to this indemnity, upon written notice thereof being
                    received by the Parent from the Company or from you, the
                    Parent shall at its expense and in a timely manner contest
                    and defend against any such Claim and take all such steps as
                    may be necessary or proper therein to prevent the resolution
                    thereof in a manner adverse to you, including the taking of
                    such appeals as counsel to the Parent may advise are likely
                    to succeed in the circumstances. If the Parent does not in a
                    timely manner undertake the contestation or defence in
                    respect to such written notice then you may do so at the
                    expense and risk of the Parent.

           3.       This indemnity extends only to liability, loss, damage,
                    cost or expense that exceeds amounts otherwise recoverable
                    by you under any policy of insurance or other indemnity
                    applicable in respect of a Claim, and is to be regarded
                    specifically as excess to any such amounts. In the event any
                    indemnity or insurer against whom you may have such a claim
                    shall decline to pay, deny liability or otherwise contest
                    your claim or the due amount thereof, the Parent shall pay
                    such claim to you on your behalf and be subrogated to your

<PAGE>

                    rights in relation to any such indemnity or policy of
                    insurance, and at the request of the Parent you agree to
                    co-operate with and assist the Parent in pursuing such claim
                    in such manner and to the extent that counsel to the Parent
                    may recommend or advise in the circumstances.

           4.       This indemnity and the benefit of the obligations of the
                    undersigned hereunder shall enure to the benefit of your
                    heirs, executors and administrators and shall be binding
                    upon the Parent's successors and assigns.

           5.       This indemnity supersedes and replaces all prior indemnities
                    entered into between the Parent and you.

           6.       The courts of the Province of Ontario, Canada shall have
                    exclusive jurisdiction with respect to all matters dealing
                    with the enforcement of or otherwise arising out of or in
                    connection with this indemnity, and by accepting and relying
                    heron you expressly and irrevocably submit and attorn to the
                    exclusive jurisdiction of, and irrevocably agree to be bound
                    by a judgement of, any such court relating to all such
                    matters.

           7.       This indemnity shall in all respects be governed by and
                    construed in accordance with the laws of the Province of
                    Ontario, Canada, and all disputes, claims or matters arising
                    out of or under it shall be governed by such laws.

           DATED this         day of                  2002.

                                    GEAC COMPUTER CORPORATION LIMITED



                                    "Paul D. Birch"
                                    --------------------------------------------
                                    Name:  Paul D. Birch
                                    Title: President and Chief Executive Officer



<PAGE>

                       EMPLOYEE CONFIDENTIALITY AGREEMENT

                               JOHN L. SHERRY, III
                                   (EMPLOYEE)




         AS Geac Computer Corporation Limited, or a subsidiary or affiliate,
desires to retain my services as set out in a letter of employment; and

         FURTHERMORE, AS Geac in the nature of its business desires to protect
aspects of its business containing confidential information or trade secrets;

         NOW, in consideration of my employment by Geac I agree as follows:

1.       DEFINITIONS

(a) "CONFIDENTIAL INFORMATION" means non-public information disclosed to me or
acquired by me as a result of my employment with Geac and includes but is not
limited to proprietary rights, information relating to Geac's products or
developments or new or improved products, marketing strategy, sales or business
plans, the names and information about Geac's past, present and prospective
customers (to whom Geac has made a proposal to during the course of my
employment) and clients, trade secrets and any other information which is not in
the public domain and which information can be reasonably deemed as confidential
information whether or not such information is explicitly identified as being
confidential.

(b) "PROPRIETARY RIGHTS" means the computer programs, system documentation,
drawings, schematics, hardware and other such materials developed by Geac or
made available to Geac by the licensors in accordance with the proprietary
rights of such licensors. For the purposes of this Agreement, proprietary
information of Geac shall include proprietary or confidential information of
Geac, or its customers, partners, joint venturers, licensors or other business
associates including, but not limited to information relating to inventions,
apparatus, processes, procedures, products, prices, research, costs, business
affairs, future plans, ideas, technical data and raw data from field or
laboratory tests or evaluation thereof.

2.       USE AND DISCLOSURE

While employed by Geac and for a period of five (5) years thereafter (the
"Confidentiality Period"), I shall not, directly or indirectly, in any way use
or disclosure to any person any Confidential Information, except where
authorized and required to do so for the performance of my employment; provided
that for any such Confidential Information constituting a trade secret, the
Confidentiality Period shall extend for so long as the particular Confidential
Information remains a trade secret under applicable law. I agree and acknowledge
that Confidential Information of Geac is the exclusive property of Geac and I
shall hold all such Confidential Information in trust for Geac. I confirm and
acknowledge my fiduciary duty to use my best efforts to protect Confidential
Information and not to misuse such Information.

3.       EXCLUSIVITY AND DEDICATION

During the period of my employment with Geac, I shall devote my entire working
time during the regular business hours assigned to my position with attention to
such duties as may be reasonably assigned to me by Geac. During such time I
shall faithfully and diligently serve and endeavour to further the interests of
Geac. I agree that I shall not engage in or become connected with: (i) any other
business during my regular business hours at Geac; or (ii) any business which is
in competition with Geac at any time during my employment with Geac.

4.       INVENTIONS BELONGING TO GEAC

Geac is actively engaged in research and development, and I may be requested to
make inventions and/or enhancements to products owned by Geac. I recognize that
Geac has a proprietary interest in any inventions or enhancements that I may
make during my employment, whether made during or after regular business hours,
and whether made with Geac's, my own or anyone else's materials and/or
equipment, if such inventions or enhancements may reasonably be regarded as:
(a) relating directly to the business of Geac (to the extent that I may
reasonably be aware of same) at the time the development of the invention of
enhancement; or (b) derived from confidential or proprietary information of Geac
obtained by me in the course of my employment. Such inventions or enhancements
are referred to herein as "Geac Inventions".

<PAGE>


5.       ASSIGNMENT OF INTEREST IN INVENTIONS

I hereby irrevocably assign and agree to assign, all my interest, if any,
together with all moral rights, if any, in all Geac Inventions to Geac or its
nominee. This obligation shall continue beyond the termination of my employment
and shall continue to be binding upon my heirs, assigns, executors,
administrators and/or other legal representatives.

6.       REGISTRATION OF OWNERSHIP RIGHTS

Promptly upon making any Geac Inventions, I shall fully disclose it to Geac and
shall, if requested, assist Geac in preparing my copyright registration, patent
application or design registration application which Geac may choose to file.
Upon request, I agree to execute without further consideration such further
documents as may reasonably be required to obtain letter patent or design
registrations in any country for any Geac Inventions and vest the same in Geac.

7.       ASSISTANCE TO PROTECT GEAC'S PROPRIETARY RIGHTS

Both during and subsequent to my employment by Geac and where reasonably
practicable I agree to generally do everything reasonably necessary or desirable
to assist Geac in obtaining and enforcing proper protection of the Geac
inventions.

8.       CONFLICTS

My employment with Geac and my execution of this Agreement is not in conflict
with any obligations that I have at present with any other person, business,
organization or former employer. I agree to notify Geac in writing upon having
knowledge of, or before performing or causing to be performed any work for or on
behalf of Geac which appears to or may potentially be in conflict with (a)
rights claimed by me in any invention or idea conceived by me prior to my
employment; or (b) rights of others arising out of obligations incurred by me
prior to entering into this Agreement.
In the event that I should fail to give Geac notice of any such conflict of
which I am aware, I agree that Geac may deem that no such conflict exists. By
such inaction I will thereby waive any claim which I may have against Geac with
respect to the use of any such invention or idea.

9.       RETURN OF PROPERTY

Upon ceasing employment with Geac, or earlier if required by Geac, I agree to
promptly deliver to Geac all property, including but not limited to,
correspondence, blueprints, letters, drawings, schematics, manuals, notes,
notebooks, reports, flowcharts, progress reports, proposals, records, data,
sketches, drawings, memorandum, models, samples, equipment, customer lists,
price lists, product specifications, laboratory or field test results or any
other property pertaining to my employment by Geac and belonging to Geac, its
customers, partners, joint venturers, suppliers or other business associates.

10.      REIMBURSEMENT

All pre-approved costs and expenses incurred by me in fulfilling paragraphs 5,
6, and 7 during my employment by Geac shall be re-imbursed to me by Geac. If
after my termination of employment with Geac, it requests my assistance with
regard to the issues referred to in such paragraphs, Geac will pay all
pre-approved costs and expenses as well as reasonable compensation for my time
expended in the performance of these obligations.

11.      PRESENTATIONS AND PUBLICATIONS

I am required to obtain the written consent of an officer of Geac in advance of
presentation or publication of any speech, paper or article authored by me,
either alone or jointly with others, which in any way refers to my employment
with Geac in any manner or relates to any confidential or proprietary matter
related thereto, unless such presentation or publication was at the direction or
request of Geac.



<PAGE>


12.      NON-SOLICITATION OF CUSTOMERS

I agree that during the terms of this Agreement and for a period of one (1) year
immediately following the termination of my employment with Geac. I shall not,
on my own behalf or on behalf of any person, firm, partnership, association,
corporation or business organization, entity or enterprise, directly or
indirectly, solicit, contact, call upon, communicate or attempt to communicate
with any customer or prospective customer of Geac or any representative of any
customer or prospective Customer of Geac, with a view to the sale or provision
of any deliverable or service competitive or potentially competitive with any
deliverable or service sold or provided or under development by Geac during the
one (1) year immediate preceding the effect date of the termination of my
employment; provided, however, that this restriction shall apply only to
customers or prospective customers of Geac for whom I have performed, or
proposed to perform, the same or similar kinds of deliverables or services on
behalf of Geac during such one (1) year period.

13.      NON-SOLICITATION OF EMPLOYEES

I agree that while I am employed by Geac, and for a period of one (1) year
following the termination of my employment with Geac, I shall not directly or
indirectly, solicit, induce or attempt to induce any Geac employee into leaving
the Company's employment, nor shall I directly or indirectly participate in any
employer's or agencies recruitment or hiring of Geac employees.

14.      TERM

This agreement shall become effective when signed and shall terminate upon the
termination of my employment with Geac, except that paragraphs 2, 4, 5, 6, 7,
10, 12 and 13 shall survive such termination.

15.      SEVERABILITY

Except for paragraph 10 regarding Reimbursement, I acknowledge that each
paragraph of this Agreement is separate from each other paragraph of this
Agreement and if any one paragraph is found to be invalid, it shall not
invalidate the remainder of this Agreement.

16.      JURISDICTION

This Agreement shall be interpreted in accordance with the laws of the
jurisdiction in which it is signed.

17.      INDEPENDENT LEGAL ADVICE

I acknowledge I have read and understood this Agreement and have had the
opportunity to obtain independent legal advice prior to the execution of this
Agreement. In the event that I did not obtain such advice, it shall not be used
by me in an attempt to obviate, alter, sever or otherwise terminate this
Agreement or any part thereof.

18.      ENTIRE AGREEMENT

This Agreement shall supersede any previous confidentiality agreement or similar
understanding which I may have had with Geac. Any amendments to this Agreement
must be made in writing and signed by both Geac and me.

DATED AT   SOUTHBOROUGH   this   22ND   day of    FEBRUARY   , 20 02
         ----------------      --------        --------------    ----


"John  L. Sherry,  III"                   "Linda Travis"
-----------------------------------       --------------------------------------
Employee (Signature)                      Witness (Signature)

John L. Sherry, III                       Linda Travis
                                          --------------------------------------
                                          (Print)