Exhibit 10.14

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made as of January 28, 2003 by Primal Solutions, Inc., a Delaware corporation (the "Employer"), and
Joseph R. Simrell, an individual resident in Coto de Caza, California (the "Executive").

RECITALS

The Employer desires to employ the Executive, and the Executive wishes to accept such employment, upon the terms and conditions set forth in this Agreement.

The
Executive and the Employer are parties to a Change in Control Agreement dated December 5, 2001 (the "Change in Control Agreement").

For
the purposes of this Agreement, the terms defined in Section 9 of this Agreement have the meanings specified or referred to in such Section 9.

AGREEMENT

The parties, intending to be legally bound, agree as follows:

1.    EMPLOYMENT TERMS AND DUTIES



The Employer hereby employs the Executive, and the Executive hereby accepts employment by the Employer, upon the terms and conditions set forth in this Agreement.



Subject to the provisions of Section 5, the term of the Executive's employment under this Agreement will commence on the Effective Date and end on
December 31, 2003;provided,however, that this Agreement will be extended automatically for a
period of 30 days commencing on January 1, 2004 and the first day of each month thereafter until the Employer hires a replacement Chief Executive Officer/President if the Employer has
not hired a Chief Executive Officer/President to replace the Executive before December 31, 2003.



The Executive will have such duties as are assigned or delegated to the Executive in writing by the Board of Directors, and will initially serve as Chief
Executive Officer, President, Chief Financial Officer, and Vice President of Finance and Administration of the Employer (and shall serve as the Employer's Secretary). The Executive's job duties shall
include those responsibilities set forth in Exhibit A. The Executive will devote his entire business time, attention, skill, and energy to the business of the Employer, will use his best
efforts to promote the success of the Employer's business, and will cooperate fully with the Board of Directors in the advancement of the best interests of the Employer. Nothing in this
Section 1.3, however, will prevent the Executive from engaging in additional activities in connection with personal investments and community affairs that are not inconsistent with the
Executive's duties under this Agreement. If the Executive is elected as a director of the Employer or as a director or officer of any of its affiliates, the Executive will fulfill his duties as such
director or officer without additional compensation.

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2.    COMPENSATION



2.2    INCENTIVE COMPENSATION.

As additional compensation (the "Incentive Compensation") for the services to be rendered by the Executive pursuant to this Agreement, the Employer will pay the
Executive with respect to Fiscal Year 2003, commencing on January 1, 2003, an amount not less than fifty percent (50%) of the Executive's Salary (the "Compensation Plan"), if, and only if, the
Employer meets or exceeds the performance goals for the Employer established by the Board of Directors (the "Employer Performance Goal"). The Compensation Plan and Employer Performance Goal will be
established by the Board of Directors within 60 days from the beginning of Fiscal Year 2003 and will be communicated to the Executive in writing within 30 days of being so established.
Except as set forth in this Agreement, (i) the Employer shall pay the Executive the Incentive Compensation for Fiscal Year 2003 if (A) the Executive is continually employed by the
Employer from the Effective Date until December 31, 2003, and (B) the Employer Performance Goal is met, and (ii) in such event the payment shall be made no later than
April 15, 2004.

2.3 Effect of Hiring a Replacement Chief Executive Officer/President.

Executive understands and agrees that if the Employer hires a replacement Chief Executive Officer/President, and the Executive does not resign for Good Reason as
provided in Section 5.4, the Executive's Salary shall be reduced from $200,000 to $150,000 on the date the Executive is replaced as Chief Executive Officer/President. The rate of the
Executive's Compensation Plan shall be reduced from fifty percent (50%) of the Executive's Salary to thirty-three (33%) on that same date, and Incentive Compensation paid for Fiscal Year 2003 will be
a weighted average between the higher and lower Compensation Plans.

3.    FACILITIES AND EXPENSES

The Employer will furnish the Executive office space, equipment, supplies, and such other facilities and personnel as the Employer deems necessary or appropriate
for the performance of the Executive's duties under this Agreement. The Employer will pay the Executive's dues in such professional societies and organizations as the Board of Directors deems
appropriate, and will pay on behalf of the Executive (or reimburse the Executive for) reasonable expenses incurred by the Executive at the request of, or on behalf of, the Employer in the performance
of the Executive's duties pursuant to this Agreement, and in accordance with the Employer's employment policies, including reasonable expenses incurred by the Executive in attending conventions,
seminars, and other business meetings, in appropriate business

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entertainment activities, and for promotional expenses. The Executive must file expense reports with respect to such expenses in accordance with the Employer's policies.

4.    VACATIONS AND HOLIDAYS

The Executive will be entitled to four weeks' paid vacation each calendar year in accordance with the vacation policies of the Employer in effect for its
executive officers from time to time. Vacation must be taken by the Executive at such time or times as approved by the Board of Directors. The Executive will also be entitled to the paid holidays set
forth in the Employer's policies. Any unused vacation days may be carried over to the subsequent calendar year.

5.    TERMINATION



The Executive will be deemed to have a "disability" if, for physical or mental reasons, the Executive is unable to perform the essential functions of the
Executive's duties under this Agreement, with or without reasonable accommodation. The Executive shall be provided with short term and long term disability benefits in accordance with the terms of the
Employer's plans then in effect.



"Cause" means: (a) the Executive's material breach of this Agreement;provided, however, that the Executive shall have thirty (30) days to remedy the breach after receipt of written notice from the Employer that the breach
has occurred if the breach is susceptible of cure; (b) the Executive's failure to perform (other than by reason of disability) his duties hereunder in any material respect in the good

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faith determination of the Board of Directors and, after receiving written notice to such effect from the Employer, fails to cure the problem within ten (10) days of receipt of such written
notice; (c) the Executive's gross negligence or willful misconduct in the performance of his duties and responsibilities to the Employer, such duties and responsibilities not to be unreasonably
imposed; (d) the Executive's appropriation (or attempted appropriation) of a material business opportunity of the Employer, including attempting to secure or securing any personal profit in
connection with any transaction entered into on behalf of the Employer; (e) the Executive's misappropriation (or attempted misappropriation) of any of the Employer's funds or property; or
(f) the conviction of, or the entering of a guilty plea or plea of no contest by the Executive with respect to, a felony.



"Good Reason" means any of the following: (a) the Employer's material breach of this Agreement or any other agreement between Executive and Employer
concerning Executive's employment with the Employer; (b) the assignment of the Executive without his express and voluntary written consent to a title, status, overall position,
responsibilities, or duties, reporting relationship, and general working environment of a materially lesser status or degree of responsibility than his title, status, overall position,
responsibilities, or duties, reporting relationship, and general working environment at the Effective Date;provided, however, that the Employer's
reassignment of the Executive's duties as Chief Executive Officer/President to a replacement Chief Executive
Officer/President shall not constitute Good Reason under this Section 5.4(b); (c) the requirement by the Employer that the Executive relocate the Executive's personal residence outside
the metropolitan Orange County, California area; (d) the relocation by the Employer of the Executive's office more than 50 miles from its location as of the Effective Date; (e) any
failure by the Employer to obtain the assumption of any material agreement between the Executive and the Employer concerning Executive's employment by any successor of the
Employer or assignee of substantially all of the business of the Employer; or (f) except as set forth in Section 2.3 herein, any material change by the Employer in the Benefits or
Incentive Compensation offered to the Executive from those in which the Executive is participating on the Effective Date, or the taking of any action by the Employer which would materially and
adversely affect the Executive's participation in or reduce the Executive's benefits under any of the Benefits or Incentive Compensation plans or deprive the Executive of any fringe benefit then
enjoyed by the Executive,provided,however, that nothing contained herein shall be deemed to permit
termination by the Executive for Good Reason if the Employer offers a range of benefit plans and programs to the Executive which, taken as a whole, are at least comparable to the Benefits and
Incentive Compensation in which the Executive is participating on the Effective Date. For the purposes of this Agreement, the Employer's reassignment of the Executive's duties as Chief Executive
Officer/President to a replacement Chief Executive Officer/President shall constitute Good Reason under this Section 5.4;provided, however, that such
reassignment shall not constitute Good Reason for any other agreement between the Employer and the Executive, including the Change in
Control Agreement.



Effective upon the termination of the Executive's employment, the Employer will be obligated to pay the Executive (or, in the event of his death, his designated
beneficiary as defined below) only such compensation as is provided in this Section 5.5, or, if applicable, as provided in the Change of Control Agreement, and in lieu of all other amounts and
in settlement and complete release of all claims the Executive may have against the Employer. If the Executive receives payments under the Change of Control Agreement, then he will not also receive
payments under this Agreement. The Employer may, as a condition to the Executive receiving any unvested pay or benefits under this Section 5.5, require the Executive to execute a release of all
claims the Executive may have against the Employer or its affiliates arising from the Executive's employment with the Employer or the termination thereof in a form reasonably satisfactory to the
Employer. Except as set forth herein, all amounts to be paid under

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this Section 5.5 shall be paid in equal periodic installments according to the Employer's customary payroll practices, including without limitation any payments of Incentive Compensation.

For
purposes of this Section 5.5, the Executive's designated beneficiary will be such individual beneficiary or trust, located at such address, as the Executive may designate by
notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer
will have no duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address
of any such beneficiary, to determine the existence of any trust, to determine whether any person or entity purporting to act as the Executive's personal representative (or the trustee of a trust
established by the Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary, personal representative, or trustee.



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6.    DISABILITY



Upon the disability of the Executive, the Employer will pay the Executive (i) his Salary for the lesser of (A) 90 days and (B) the
date on which disability insurance benefits commence under the disability insurance coverage furnished by the Employer to the Executive or under any state disability program, and (ii) if the
Executive qualifies for such disability insurance benefits, for a period of up to 180 days, the difference between (A) the Executive's Salary at the time the disability is deemed to have
occurred under Section 5.2, and (B) the insurance benefits under such disability insurance coverage or state disability program, provided that the period in which the Employer is
required to make payments under subsections (i) and (ii) shall not in the aggregate exceed 180 days in any 12-month period.

7.    NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS



The Executive acknowledges that (a) during the Employment Period and as a part of his employment, the Executive will be afforded access to Confidential
Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Executive possesses substantial
technical expertise and skill with respect to the Employer's business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial
competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (d) the provisions of this Section 7 are reasonable and necessary to prevent the
improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

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In consideration of the compensation and benefits to be paid or provided to the Executive by the Employer under this Agreement, the Executive covenants as
follows:



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This
Agreement shall not apply to any invention which qualifies fully under the provisions of Section 2870 of the California Labor Code, which includes inventions developed entirely on
Executive's own time without using the Employer's equipment, supplies, facilities or trade secret information, except for those ideas and inventions that either; (i) relate, at the time of
conception or reduction to practice of the invention, to the Employer's business, or actual or demonstrably anticipated research or development of the Employer, or (ii) result from any work
performed by the Executive for the Employer.



The Executive recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration
panel, or other third party, the preservation of the secrecy of Confidential Information may be jeopardized. To the extent allowed by law, all pleadings, documents, testimony, and records relating to
any such Confidential Information will be maintained in secrecy and will be available for inspection by the Employer, the Executive, and their respective attorneys and experts, who will agree, in
advance and in writing, to receive and maintain all such information in secrecy, except as may be limited by them in writing.

8.    NON-INTERFERENCE



The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and
intellectual character; (b) the Employer's business is national in scope and its products are marketed throughout the United States; (c) the Employer competes with other businesses that
are or could be located in any part of the United States; and (d) the provisions of this Section 8 are reasonable and necessary to protect the Employer's business.



In consideration of the acknowledgments by the Executive, and in consideration of the compensation and benefits to be paid or provided to the Executive by the
Employer, the Executive covenants that he will not, directly or indirectly:



If
the Executive breaches any of the terms and provisions of this Section 8.2 during the Post-Employment Period, the Employer may, in addition to any other remedies
that the Employer may have for any such breach, immediately terminate the payment of any severance payments or benefits

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then being paid to the Executive pursuant to Section 5.5, other than payments vested prior to the date of termination of the Executive's employment.

For
purposes of this Section 8.2, the term "Post-Employment Period" means the one-year period beginning on the date of termination of the Executive's
employment with the Employer.

If
any covenant in this Section 8.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time,
and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy,
will be effective, binding, and enforceable against the Executive.

The
Executive will, while the covenant under this Section 8.2 is in effect, give notice to the Employer, within ten days after accepting any other employment, of the identity of
the Executive's employer. The Employer may notify such employer that the Executive is bound by this Agreement and, at the Employer's election, furnish such employer with a copy of this Agreement or
relevant portions thereof.

The
terms and provisions of this Section 8.2 shall not be applicable to the Executive if the Executive terminates his employment with the Employer for Good Reason or if the
Executive's employment with the Employer is terminated without cause.

9.    DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 9.

"Agreement"this Employment Agreement.

"Arbitrator"as defined in Section 10.9(b).

"Basic Compensation"Salary and Benefits.

"Benefits"as defined in Section 2.1(b).

"Board of Directors"the board of directors of the Employer.

"Cause"as defined in Section 5.3.

"Change in Control Agreement"as defined in the Recitals to this Agreement.

"Claim"as defined in Section 10.9(a).

"Compensation Plan"as defined in Section 2.2.

"Confidential Information"any and all:



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"disability"as defined in Section 5.2.

"Effective Date"the date stated in the first paragraph of this Agreement.

"Employee Invention"any idea, invention, technique, modification, process, or improvement (whether patentable or not), any
industrial design (whether registerable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not),
and any work of authorship (whether or not copyright protection may be obtained for it), created, conceived, or developed by the Executive, either solely or in conjunction with others, during the
Employment Period, or a period that includes a portion of the Employment Period, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be
conducted by the Employer or its affiliates, and any such item created by the Executive, either solely
or in conjunction with others, following termination of the Executive's employment with the Employer, that is based upon or uses Confidential Information.

"Employer"as defined in the opening paragraph of this Agreement.

"Employer Performance Goal"as defined in Section 2.2.

"Employment Period"the term of the Executive's employment with the Employer or its affiliates.

"Executive"as defined in the opening paragraph of this Agreement.

"Fiscal Year"the Employer's fiscal year, as it exists on the Effective Date or as changed from time to time.

"Good Reason"as defined in Section 5.4.

"Incentive Compensation"as defined in Section 2.2.

"person"any individual, corporation (including any non-profit corporation), general or limited partnership,
limited liability company, joint venture, estate, trust, association, organization, governmental body or other entity.

"Post-Employment Period"as defined in Section 8.2.

"Proprietary Items"as defined in Section 7.2(a)(4).

"Salary"as defined in Section 2.1(a).

"Six-Month Period"as defined in Section 5.5(b).

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10.  GENERAL PROVISIONS



The Executive acknowledges that the injury that would be suffered by the Employer as a result of a breach of the provisions of this Agreement (including any
provision of Sections 7 and 8) would be irreparable and that an award of monetary damages to the Employer for such a breach would be an inadequate remedy. Consequently, the Employer will have
the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement,
and the Employer will not be obligated to post bond or other security in seeking such relief. Without limiting the Employer's rights under this Section 10 or any other remedies of the Employer,
if the Executive breaches any of the provisions of Section 7 or 8, the Employer will have the right to cease making any payments otherwise due to the Executive under this Agreement or the
Change in Control Agreement.



The covenants by the Executive in Sections 7 and 8 are essential elements of this Agreement, and without the Executive's agreement to comply with such covenants,
the Employer would not have entered into this Agreement or employed the Executive. The Employer and the Executive acknowledge that they have been advised of their right to independently consult with
their respective counsel concerning the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by the Employer.

The
Executive's covenants in Sections 7 and 8 are independent covenants and the existence of any claim by the Executive against the Employer under this Agreement or otherwise will not
excuse the Executive's breach of any covenant in Section 7 or 8.

If
the Executive's employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and
agreements of the Executive in Sections 7 and 8.



The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the
Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any
court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any
agreement to which the Executive is a party or by which the Executive is or may be bound.



The obligations of the Employer hereunder, including its obligation to pay the compensation provided for herein, are contingent upon the Executive's performance
of the Executive's obligations hereunder.



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

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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.



This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal
representatives, including any entity with which the Employer may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of the Executive
under this Agreement, being personal, may not be delegated.



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 10.7):

| |  | If to the Executive:                                                                                                                          
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------
| |  | Joseph R. Simrell
15 Rue Cezanne
Coto de Caza, California 92679
Facsimile No. (949) 709-3957                                                  
| |  | If to the Employer:                                                                                                                           
| |  | Primal Solutions, Inc.
18881 Von Karman Avenue, Suite 500
Irvine, California 92624
Attention: Board of Directors
Facsimile No.: (949) 260-1515



This Agreement, along with the Change of Control 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. This Agreement may not be amended orally, but only by an
agreement in writing signed by the parties hereto.



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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.



If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction or Arbitrator, then 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.



This Agreement may be executed in one or more 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.



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. If any legal action is necessary to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to recover all costs of suit
and reasonable attorneys' fees as determined by the court or arbitrator.

[Remainder of Page Intentionally Left Blank]

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

| |  | EXECUTIVE                                     
| |  | ----------------------------------------------
| |  | /s/ Joseph R. SimrellJoseph R. Simrell        
| |  | EMPLOYER                                      
| |  | PRIMAL SOLUTIONS, INC.,
a Delaware corporation
| |  | By:                                           
| |  | Name:                                         
| |  | Title:                                        

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Exhibit A

Job Descriptions
Chief Executive Officer/President
Chief Financial Officer/Vice President, Finance

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Exhibit A

Job Description

|Job Title:   |  | Chief Executive Officer/President
|------------ |  | ---------------------------------
|Department:  |  | Executive                        
|Reports To:  |  | Board of Directors               
|Job Code:    |  | TBD                              
|FLSA Status: |  | Exempt                           

Summary:Manages and directs the organization toward its primary objectives, based on profit and return on capital, by
performing the following duties personally or through subordinate managers.

Essential Duties and Responsibilitiesinclude the following. Other duties may be assigned.



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Exhibit A

Job Description

|Job Title:   |  | Chief Financial Officer/Vice President, Finance
|------------ |  | -----------------------------------------------
|Department:  |  | Finance & Administration                       
|Reports To:  |  | President                                      
|Job Code:    |  | TBD                                            
|FLSA Status: |  | Exempt                                         

Summary:Directs the organization's financial planning, accounting and human resources practices as well as its relationship
with lending institutions, shareholders, and the financial community by performing the following duties personally or through subordinate managers.

Essential Duties and Responsibilitiesinclude the following. Other duties may be assigned.



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