<PAGE>

                                                                    EXIHIBT 10.8

                           CHANGE OF CONTROL AGREEMENT

     This Change of Control Agreement (this "Agreement") is made as of December
  *1*    , 2001 by and between Primal Solutions, Inc., a Delaware corporation,
--   --
and      *2*     (the "Executive").
    ----    ----

                                    Recitals

     A. The Executive has made and is expected to make a major contribution to
the profitability, growth and financial strength of the Company and its
affiliates.

     B. The Company considers the continued availability of the Executive's
services, managerial skills and business experience to be in the best interest
of the Company and its stockholders and desires to assure the continued services
of the Executive on behalf of the Company and/or its affiliates without the
distraction of the Executive occasioned by the possibility of an abrupt change
in control of the Company.

     C. The Executive is willing to remain in the employ of the Company or one
of its affiliates, particularly in the event of a threat or the occurrence of a
change in control of the Company, upon the understanding that the Company will
provide him with income security and certain other benefits in accordance with
the terms and conditions contained in this Agreement in the event his employment
is terminated in connection with a change in control of the Company.

     D. The Company and the Executive are concurrently entering into an
Employment Agreement dated as of the date hereof (the "Employment Agreement").

     E. For purposes of this Agreement, defined terms in this Agreement shall
have the meaning specified or referred to in Section 3.

                                    Agreement

     In consideration of the foregoing premises and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

                             1. Effective Date; Term

     1.1 This Agreement shall become effective on the date hereof and shall
continue in effect until the termination of the Executive's employment with the
Company.

<PAGE>


                 2. Severance Payments Upon a Change Of Control

     2.1 Events Giving Rise to Severance Payments.
         ----------------------------------------

     (a) The Company shall pay or cause to be paid to the Executive the
Severance Payments specified in Section 2.2 if:

          (i) there is a Change of Control, and within 12 months after the
     Change of Control, (A) the Company or any successor to the Company
     terminates the employment of the Executive for any reason other than Cause,
     death, Disability or the Executive reaching the mandatory retirement age
     established by the Company, if any, or (b) the Executive voluntarily
     terminates his employment for Good Reason; or

          (ii) the Executive's employment by the Company is terminated by the
     Company within three months prior to the Change in Control, and such
     termination arose in connection with or in anticipation of the Change in
     Control (for purposes of this Agreement, meaning that at the time of such
     termination, the Company had entered into an agreement, the consummation of
     which would result in a Change in Control, or the termination of the
     Executive's employment was at the request of a third party who has taken
     steps to effect a Change in Control), or the Executive voluntarily
     terminates his employment for Good Reason during such three-month period,
     and in each case, such Change in Control is consummated, or the Board
     adopts a resolution to the effect that a potential Change in Control for
     purposes of this Agreement has occurred.

     (b) A termination of the Executive's employment with the Company coupled
with an offer of employment by an affiliate of the Company or any successor to
the Company will not constitute a termination of employment for purposes of this
Section 2.1, unless the terms of employment offered would constitute Good Reason
for the Executive to terminate his employment if they were imposed by the
Company and then only if the Executive does not accept the offer.

     2.2 Severance Payments Upon Termination of Employment.
         -------------------------------------------------

     (a) If the Executive is entitled to benefits pursuant to Section 2.1, the
Company shall pay or provide to the Executive as a severance payment (the
"Severance Payment"), in lieu of any further compensation or other amounts and
in settlement and complete release of all claims the Executive may have against
the Company, the following:

          (i) A single lump sum payment, payable in cash within ten days of the
     Termination Date, or if applicable, the effective date of any release
     executed by the Executive in connection with termination of his employment
     with the Employer (provided that any portion thereof may be paid earlier if
     required by applicable law), equal to the sum of:

               (A) any accrued and unpaid portion of Executive's Salary and
          vacation through the Termination Date and any accrued and unpaid
          portion of the Executive's Incentive Compensation and other bonuses
          for the prior fiscal year;

               (B) a portion of the amount that would otherwise be payable to
          the Executive if the Executive remained employed by the Company, under
          the    *9*    and other bonus plans, if any, in which the Executive is
              ---   ---
          then participating for the fiscal year in progress, prorated based
          upon the number of days elapsed from the commencement of the

                                        2

<PAGE>

          Company's fiscal year through the Termination Date and calculated
          assuming that 100% of the targets under such bonus plans are achieved;

               (C) an amount equal to      *3*      the Executive's then current
                                      ----   -----
          annual Salary; and

               (D) an amount equal to      *3*    the amount that would
                                      -----   ----
          otherwise be payable to the Executive, if the Executive remained
          employed by the Company, under the    *9*   and other bonus plans, if
                                            ----   ---
          any, in which the Executive is then participating for the fiscal year
          in progress, calculated assuming that 100% of the targets under such
          bonus plans are achieved.

          (ii) Continuation, on the same terms as in effect on the Termination
     Date, including general premium increases, of all medical, dental, life and
     disability Benefits for the Executive for   *4*   months commencing on the
                                               --   --
     Termination Date (the "payment period"), including equivalent coverage for
     the Executive's spouse and dependent children, if such coverage was
     provided immediately prior to the Termination Date. In the event that the
     Executive is ineligible under the terms of such insurance to continue to be
     so covered, the Company shall provide the Executive with a lump sum payment
     equal to the cost to the Executive of obtaining substantially similar
     coverage for the payment period. If the Executive, prior to the Termination
     Date, was receiving any cash-in-lieu payments designed to enable the
     Executive to obtain insurance coverage of his choosing, the Company shall,
     in addition to any other benefits to be provided under this Section
     2.2(a)(ii), provide the Executive with continued payments of such in-lieu
     payments that the Executive would have been entitled to receive over the
     payment period. The Company's obligation hereunder with respect to the
     foregoing Benefits shall be limited to the extent that the Executive
     obtains any such benefits pursuant to a subsequent employer's benefit
     plans, in which case the Company may reduce the coverage of any Benefits it
     is required to provide the Executive hereunder so long as the aggregate
     coverage and benefits of the combined benefit plans is no less favorable to
     the Executive than the Benefits required to be provided hereunder.

     (b) Except as set forth herein, the Executive's compensation by the Company
and its affiliates and accrual of, or participation in all benefit, bonus,
incentive and other plans or programs of the Company and its affiliates will
cease on the Termination Date.

     (c) The Executive shall not be required to mitigate the amount of any
Severance Payment provided for in this Agreement by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Executive in any subsequent employment,
except as provided in Section 2.2(a)(ii). Notwithstanding the foregoing, to the
extent permitted by applicable law, the Severance Payments provided for in this
Section 2 shall be reduced by the amount of any other severance or termination
pay to which the Executive may be entitled by operation of any applicable law or
under any agreement with the Company, any of its affiliates or any successors of
such entities.

     (d) The Company may, as a condition to the Executive receiving any Benefits
under this Agreement require the Executive to execute a release of all claims
the Executive may have against the Company or its affiliates arising from the
Executive's employment with the Company or its affiliates or successor, and the
termination thereof, in a form reasonably satisfactory to the Company.

     (e) The obligations of the Company hereunder, including its obligation to
pay the Severance Payment provided for herein, are contingent upon the
Executive's performance of the Executive's

                                        3

<PAGE>

obligations hereunder, including under Section 2.6. If the Executive breaches
any of the material terms and provisions of this Agreement, in addition to any
other remedies that the Company may have for any such breach, the Company may
immediately terminate providing any Severance Payment then being made.

     (f) Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan or program of the Company shall be payable in
accordance with such plan or program, except as explicitly modified by this
Agreement.

     2.3. Notice of Termination. Any termination of the Executive's employment
          ---------------------
by the Company or by the Executive (other than termination based on the
Executive's death) following or in connection with a Change in Control shall be
communicated by the terminating party in a Notice of Termination to the other
party hereto.

     2.4 Withholding Taxes. Any payments provided for hereunder shall be paid
         -----------------
net of any applicable withholding required under federal, state or local law.

     2.5 Affiliates. Nothing contained herein shall prohibit any affiliates of
         ----------
the Company fulfilling any obligation of the Company to the Executive hereunder
and for such purposes will be deemed the act of the Company.

     2.6 Covenants of the Executive. Payment of the Severance Payment under this
         --------------------------
Agreement shall be contingent upon the Executive complying with the covenants of
the Executive set forth in Sections 7 and 8 of the Employment Agreement through
the payment period. The parties acknowledge that the Executive's agreement to
comply with these covenants are essential elements of this Agreement, and
without which the Company would not have entered into this Agreement.

     2.7. Indemnification for Excise Tax.
          ------------------------------

     (a) In the event that (i) the Executive becomes entitled to the Severance
Payments in accordance with this Section 2, and (ii) such Severance Payment and
any other benefits or payments (including transfers of property) that the
Executive receives, or is to receive, pursuant to this Agreement or any other
agreement, plan or arrangement with the Company in connection with a Change in
Control ("Other Benefits") shall be subject to the tax imposed pursuant to
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or
any successor thereto) or any comparable provision of state law (collectively,
the "Excise Tax"), then the Company or its successor shall pay to the Executive
within 30 days after the termination of the Executive's employment with the
Company or its successor, an additional amount (the "Gross-Up Payment")
determined in accordance with the following provisions. The Gross-Up Payment
shall be equal to the amount necessary so that the net amount retained by the
Executive, after subtracting the Excise Tax and after also subtracting all
federal, state or local income tax, FICA tax and Excise Tax on the Gross-Up
Payment, shall be equal to the net amount the Executive would have retained if
no Excise Tax had been imposed and no Gross-Up Payment had been made. It is
intended that the Executive shall not suffer any loss or expense resulting from
the assessment of any Excise Tax or the Company's reimbursement of the Executive
for any such Excise Tax.

     (b) For purposes of determining whether any of the Severance Payments or
Other Benefits will be subject to Excise Tax and the amount of such Excise Tax:

          (i) any payments or benefits received or to be received by the
     Executive in connection with a Change in Control (whether pursuant to the
     terms of this Agreement or any other plan, arrangement or agreement with
     the Company, any Person whose actions result in a Change in

                                        4

<PAGE>

     Control or any Person affiliated with the Company or such Person) shall be
     treated as "parachute payments" within the meaning of Section 280G(b)(2) of
     the Code (or any successor thereto), and all "excess parachute payments"
     within the meaning of Section 280G(b)(1) of the Code (or any successor
     thereto) shall be treated as subject to Excise Tax, unless in the opinion
     of tax counsel selected by the Company's independent auditors and
     acceptable to the Executive, (A) such other payments or benefits (in whole
     or in part) do not constitute such parachute payments or (B) such excess
     parachute payments (in whole or in part) represent reasonable compensation
     for services actually rendered within the meaning of Section 280(G)(b)(4)
     of the Code (or any successor thereto),

          (ii) the amount of the Severance Payments and Other Benefits which
     shall be treated as subject to Excise Tax shall be equal to the lesser of
     (A) the total amount of the Severance Payments and Other Benefits or (B)
     the amount of excess parachute payments within the meaning of Sections
     280G(b)(1) and (4) of the Code (or any successor or successors thereto)
     after applying clause (i) above, and

          (iii) the value of any non-cash benefits or any deferred payment or
     benefit shall be determined by the Company's independent auditors in
     accordance with the principles of Sections 280(G)(d)(3) and (4) of the Code
     (or any successor or successors thereto).

     (c) For purpose of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay (i) federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the
Gross-Up Payment is to be made, and (ii) state and local income taxes at the
highest marginal rates of taxation in the state and locality of the Executive's
residence on the date of termination of the Executive's employment, net of the
maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes.

     (d) In the event that the actual amount of Excise Tax (the "Actual Excise
Tax") is subsequently determined to be less than the amount taken into account
hereunder at the time of the Executive's termination of employment entitling him
to Severance Payments (the "Pre-determined Excise Tax"), the Executive shall
repay to the Company, at the time that the amount of the Actual Excise Tax is
finally determined, the portion of the Gross-Up Payment attributable to the
amount by which the Pre-determined Excise Tax exceeds the Actual Excise Tax,
plus interest on the amount of such repayment at the rate provided in Section
1274(b)(2)(B) of the Code (or any successor thereto) (the "Applicable Rate"). In
the event that the Actual Excise Tax is determined to exceed the amount of
Pre-determined Excise Tax (including by reason of any payment the existence or
amount of which cannot be determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in respect of such excess
(plus interest, determined at the Applicable Rate, payable with respect to such
excess) at the time that the amount of the Actual Excise tax is finally
determined.

     2.8 Acceleration of Vesting of Options. Notwithstanding anything contained
         ----------------------------------
herein to the contrary, whether or not the Executive's employment with the
Company or its successor is terminated upon the Change of Control, to the extent
permitted under applicable law, upon the occurrence of a Change of Control all
outstanding unvested stock options and all previously granted unvested
restricted stock awards granted to the Executive by the Company shall accelerate
and vest.

                                 3. Definitions

     For purposes of this Agreement:

     3.1 "Board" shall mean the Board of Directors of the Company.

                                        5

<PAGE>

     3.2 "Benefits" shall have the meaning set forth in Section 2.1(b) of the
Employment Agreement, including without limitation life insurance and
independent financial and tax consulting services.

     3.3 "Beneficial Ownership" shall have the meaning in Rule 13d-3 promulgated
under the Exchange Act.

     3.4 "Cause" shall mean: (a) the Executive's material breach of the
Employment Agreement; provided, however, that the Executive shall have 30 days
to remedy the breach after receipt of written notice from the Company that the
breach has occurred if the breach is susceptible of cure; (b) the Executive's
gross negligence or willful misconduct in the performance of his duties and
responsibilities to the Company, such duties and responsibilities not to be
unreasonably imposed; (c) the Executive's appropriation (or attempted
appropriation) of a material business opportunity of the Company, including
attempting to secure or securing any personal profit in connection with any
transaction entered into on behalf of the Company; (d) the Executive's
misappropriation (or attempted misappropriation) of any of the Company's funds
or property; or (e) the conviction of, or the entering of a guilty plea or plea
of no contest by the Executive with respect to, a felony.

     3.5 "Change of Control" shall mean, after the date hereof, any of the
following events:

          (a) An acquisition in one or a series of related transactions of any
voting securities of the Company ("Voting Securities"), directly or indirectly
by any Person, other than (1) the Company, (2) any wholly-owned subsidiary of
the Company, (3) any employee benefit plan of the Company or any wholly-owned
subsidiary of the Company (including an employee stock ownership plan), (4) any
trustee or other fiduciary holding securities under any employee benefit plan
adopted by the Company or any subsidiary of the Company, or (5) any underwriter
in connection with a firm commitment public offering of the Company's capital
stock, immediately after which such Person has beneficial ownership of 35% or
more of the combined voting power of the Company's then outstanding Voting
Securities.

          (b) An acquisition in one or a series of related transactions of any
voting securities of any material subsidiary of the Company (being defined for
purposes hereof, as any subsidiary representing at least 50% of the Company's
combined revenue or assets), directly or indirectly by any Person, other than
(1) the Company, (2) any wholly-owned subsidiary of the Company, (3) any
employee benefit plan of the Company or any wholly-owned subsidiary of the
Company (including an employee stock ownership plan), (4) any trustee or other
fiduciary holding securities under any employee benefit plan adopted by the
Company or any subsidiary of the Company, or (5) any underwriter in connection
with a firm commitment public offering of such subsidiary's capital stock,
immediately after which such Person has beneficial ownership of 50% or more of
the combined voting power of such subsidiary's then outstanding voting
securities.

          (c) During any period of 12 consecutive months, the individuals who,
as of the beginning of such period, are members of the Board (the "Incumbent
Board"), cease for any reason to constitute at least a majority of the Board;
provided, however, that if the election, or nomination for election by the
Company's stockholders, of any new director was approved by a vote of at least
two-thirds of the then Incumbent Board, such new director shall, for purposes of
this Agreement, be considered a member of the Incumbent Board.

          (d) Approval by the Company's stockholders of a complete liquidation
or dissolution of the Company.

                                        6

<PAGE>

          (e) Consummation of a merger, consolidation or reorganization (or
series of related transactions) involving the Company, unless the stockholders
of the Company having the power to vote in the ordinary election of directors
immediately before such merger, consolidation or reorganization, own, directly
or indirectly, immediately following such merger, consolidation or
reorganization, at least 50% of the combined voting power of the outstanding
voting securities of the corporation resulting from such merger, consolidation
or reorganization in substantially the same proportion as their ownership of the
Voting Securities of the Company immediately before such merger, consolidation
or reorganization (or series of related transactions).

          (f) Consummation of an agreement for the sale or other disposition of
all or substantially all of the assets of the Company (evaluated on a
consolidated basis, without regard to whether the sale or other disposition is
effected via a sale or other disposition of assets of the Company, the sale or
other disposition of the securities of one or more subsidiaries of the Company
or the sale or other disposition of the assets of one or more subsidiaries of
the Company) to any Person (other than a transfer to a subsidiary of the
Company).

          (g) The occurrence of any other event of a nature that would be
required to be reported by the Company in response to Item 1 of a Current Report
on Form 8-K (or any successor to such form) promulgated pursuant to the Exchange
Act.

     3.6 "Company" shall mean Primal Solutions, Inc., a Delaware corporation or
any successor of the Company.

     3.7 "Disability" shall have the meaning set forth in Section 5.2 of the
Employment Agreement.

     3.8 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     3.9 "Good Reason" shall have the meaning set forth in Section 5.4 of the
Employment Agreement.

     3.10     *10*        shall have the meaning set forth in Section 2.2 of the
          ----    -------
Employment Agreement.

     3.11 "Notice of Termination" shall mean a written notice of termination of
the Executive's employment delivered by the Company to the Executive or by the
Executive to the Company, as applicable, upon termination of the Executive's
employment with the Company which (a) sets forth the specific termination
provision in this Agreement relied upon, (b) sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated and (c) sets forth the
date the Executive's employment with the Company shall terminate.

     3.12 "Person" shall have the meaning of "person" as used in Section 13(d)
and 14(d) of the Exchange Act.

     3.13 "Salary" shall have the meaning set forth in Section 2.1(a) of the
Employment Agreement.

     3.14 "Termination Date" shall mean (a) in the case of the Executive's
death, his date of death, and (b) in all other cases, the date specified in the
Notice of Termination.

                                        7

<PAGE>

                                4. Miscellaneous

     4.1. Successors; Binding Agreement.
          -----------------------------

          (a) This Agreement shall be binding upon and shall inure to the
benefit of the Company, its successors (whether by purchase of assets, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company and its assigns, and the Company shall require any
successors and assigns to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place (including the
obligation to cause any subsequent successor to also assume the obligations of
this Agreement). Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by the Executive, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal personal representative. The duties and covenants of the Executive under
this Agreement, being personal, may not be delegated.

          (b) Nothing in this Section 4.1 is intended to require that a Person
referred to in Section 3.5 as being the beneficial owner of shares of stock of
the Company must assume the obligations under this Agreement as a result of such
stock ownership.

     4.2 Non-Exclusivity of Rights; No Guaranteed Employment.
        ---------------------------------------------------

          (a) Nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company and for which the Executive may qualify,
nor shall anything herein limit or reduce such rights as the Executive may have
under any other agreements with the Company, except as expressly stated therein.

          (b) The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive
and the Company, the employment of the Executive by the Company is "at will" and
may be terminated by either the Executive or the Company at any time.

     4.3 Waiver. The rights and remedies of the parties to this Agreement are
         ------
cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right, power, or privilege under this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Agreement can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim or right
unless in writing signed by the other party; (b) no waiver that may be given by
a party will be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving such notice
or demand to take further action without notice or demand as provided in this
Agreement.

     4.4 Notices. All notices, consents, waivers, and other communications under
         -------
this Agreement must be in writing and will be deemed to have been duly given
when (a) delivered by hand (with written confirmation of receipt), (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate address and facsimile
number set forth below (or to such other address and facsimile number as a party
may designate by notice to the other party pursuant to the terms of this Section
4.4):

                                        8

<PAGE>

         If to the Executive:

             *5*
         ----   ----

         Facsimile No.   *5*
                       --   ------

         If to the Company:

         Primal Solutions, Inc.
         18881 Von Karman Avenue, Suite 500
         Irvine, California 92612
         Attention:     *6*
                     ---   -------
         Facsimile No.  (949) 260-1515

     4.5 Entire Agreement; Amendments. This Agreement contains the entire
         ----------------------------
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof. The parties
acknowledge that no agreement or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. This Agreement may
not be amended orally, but only by an agreement in writing signed by the parties
hereto.

     4.6 Arbitration of Disputes.
         -----------------------

          (a) Except as set forth in Section 4.6(b), arbitration shall be the
sole and exclusive remedy for any dispute, claim, or controversy of any kind or
nature (a "Claim") arising out of, related to, or connected with this Agreement
or the termination of the Executive's employment relationship with the Company
as a result of or in connection with a Change in Control, including any Claim
against any parent, subsidiary, or affiliated entity of the Company, or any
director, officer, general or limited partner, employee or agent of the Company
or of any such parent, subsidiary or affiliated entity.

          (b) This Section 4.6 does not apply to any claims by Executive: (1)
for workers' compensation benefits; (2) for unemployment insurance benefits; (3)
under a benefit plan where the plan specifies a separate arbitration procedure;
(4) filed with an administrative agency which are not legally subject to
arbitration under this Agreement; or (5) which are otherwise expressly
prohibited by law from being subject to arbitration under this Agreement.

          (c) Any arbitration proceedings shall be conducted in Orange County,
California. Any Claim submitted to arbitration shall be decided by a single,
neutral arbitrator (the "Arbitrator"). The parties to the arbitration shall
mutually select the Arbitrator not later than 45 days after service of the
demand for arbitration. If the parties for any reason do not mutually select the
Arbitrator within the 45 day period, then any party may apply to any court of
competent jurisdiction to appoint a retired judge as the Arbitrator. The parties
agree that arbitration shall be conducted in accordance with California Code of
Civil Procedure sections 1280 et seq., except as modified in this Agreement. The
Arbitrator shall apply the substantive federal, state, or local law and statute
of limitations governing any Claim submitted to arbitration. In ruling on any
Claim submitted to arbitration, the Arbitrator shall have the authority to award
only such remedies or forms of relief as are provided for under the substantive
law governing such Claim. The Arbitrator shall issue a written decision
revealing the essential findings and conclusions on which the decision is based.
Judgment on the Arbitrator's decision may be entered in any court of competent
jurisdiction.

                                        9

<PAGE>

          (d) The Company shall be responsible for paying the fees and costs
incurred in the arbitration (e.g., filing fees, transcript costs and
Arbitrator's fees). The parties shall be responsible for their own attorneys'
fees and costs, except that the Arbitrator shall have the authority to award
attorneys' fees and costs to the prevailing party in accordance with the
applicable law governing the dispute.

          (e) The Arbitrator, and not any federal or state court, shall have the
exclusive authority to resolve any issue relating to the interpretation,
formation or enforceability of this Agreement, or any issue relating to whether
a Claim is subject to arbitration under this Agreement, except that any party
may bring an action in any court of competent jurisdiction to compel arbitration
in accordance with the terms of this Agreement.

     4.7 ERISA. This Agreement is an unfunded compensation arrangement for a
         -----
member of a select group of the Company's management or that of its subsidiaries
and any exemptions under the Employee Retirement Income Security Act of 1974, as
amended, as applicable to such an arrangement shall be applicable to this
Agreement.

     4.8 Headings; Construction. The headings in this Agreement are provided for
         ----------------------
convenience only and will not affect its construction or interpretation. All
references to "Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement unless otherwise specified. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

     4.9 Severability. If any provision of this Agreement is held invalid or
         ------------
unenforceable by any Arbitrator or court of competent jurisdiction, to the
extent that the rights or obligations of the parties under this Agreement will
not be materially and adversely effected thereby, the other provisions of this
Agreement will remain in full force and effect. Any provision of this Agreement
held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.

     4.10. Counterparts. This Agreement may be executed in counterparts, each of
           ------------
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.

     4.11 Governing Law. This Agreement shall be governed by and construed in
          -------------
accordance with the laws of the State of California applicable to contracts
entered into and wholly to be performed within the State of California.

     4.12 Further Assurances. Each party shall execute such further instruments
          ------------------
as the other party may reasonably request in order to carry out the provisions
of this Agreement.

                                       10

<PAGE>

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

                                     THE EXECUTIVE


                                     -------------------------------------------
                                           *7*
                                     ------   ---------


                                     THE COMPANY


                                     PRIMAL SOLUTIONS, INC.,
                                     a Delaware corporation


                                     By:                 *8*
                                        ----------------------------------------

                                     Name:               *8*
                                          --------------------------------------

                                     Title:              *8*
                                           -------------------------------------

*1*  William Salway's is dated the 5th, Joseph R. Simrell's is dated the 5th,
     David Haynes' is dated the 31st

*2*  "William Salway", "Joseph R. Simrell", "David Haynes", respectively.

*3*  William Salway is "one and one half times", Joseph R. Simrell is "one
     time", David Haynes is "one half"

*4*  William Salway is "18 months", Joseph R. Simrell is "12 months", David
     Haynes is "6 months"

*5*  William Salway is "William Salway, 4081 Meadowlark Drive, Calabasas,
     California 91302, Facsimile No. (818) 222-1456"

     Joseph R. Simrell is "Joseph R. Simrell, 15 Rue Cezanne, Coto de Caza,
     California 92679, Facsimile No. (949) 709-3957"

     David Haynes is "David Haynes, 102 Plaza via Sol, San Clemente, California
     92673, Facsimile No. N/A"

*6*  William Salway is "Chief Financial Officer", Joseph R. Simrell is
     "President/CEO", David Haynes is "President/CEO"

*7*  "William Salway", "Joseph R. Simrell", "David Haynes", respectively

*8*  William Salway is "/s/ Louis A. Delmonico, Louis A. Delmonico, Director,
     Chairman Compensation Committee"

                                       11

<PAGE>


     Joseph R. Simrell is "/s/ William Salway, William Salway, President & CEO"


     David Haynes is "/s/ William Salway, William Salway, President & CEO "

*9*  William Salway is "Incentive Compensation", Joseph R. Simrell is "Incentive
     Compensation", David Haynes is "Corporate Objectives component of the
     Incentive Compensation"

*10* William Salway is "Incentive Compensation", Joseph R. Simrell is "Incentive
     Compensation", David Haynes is "Incentive Compensation" and "Corporate
     Objectives"

                                       12