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                                                                   EXHIBIT 10.21

                                 April 19, 2001


Mr. Daniel T. Tacone
119 Setters Drive
Naperville, IL  60565


Dear Dan:

   We are pleased to provide you with a relocation package, whereby the Company
will agree (i) to reimburse you up to $15,000 for certain actual incurred moving
expenses, identified below, to help you with your move to Los Angeles and (ii)
to reimburse you for certain expenses associated with the sale of your home
which you have already incurred. The following expenses are considered
reimbursable moving expenses, with valid receipts:

        -  Temporary housing accommodations

        -  Packing and shipping of household items

        -  Shipping of automobiles

Moving expenses incurred prior to December 31, 2002, are reimbursable provided
that receipts for such expenses are submitted no later than February 29, 2003.

   Immediately upon your execution of this letter, and execution of the
promissory note attached hereto (the "Note"), the Company will pay you
$44,500.00 as reimbursement for expenses, which you have already incurred, for
the sale of your home. Each year on April 19, beginning April 19, 2002, the
Company will reduce the principal amount due under the Note by twenty percent
provided that you have not voluntarily terminated your employment with the
Company as of such date. Should you decide to terminate your employment with the
Company prior to April 19, 2006, the principal amount remaining due under the
Note as of such time shall become immediately due and payable. You agree that
such remaining principal amount may be deducted from any wages, vacation pay,
bonuses or commissions due to you at the time you terminate your employment. If
the Company terminates your employment at any time the Note shall become null
and void. The Company agrees that it will not make demand for payment of the
Note so long as you do not terminate your employment with the Company. If you
have not voluntarily terminated your employment as of April 19, 2006, the
Company will void the Note.

   If you are in agreement with the foregoing, please sign this letter in the
space provided below and sign the attached Note.


                                          Best regards,




                                          Christopher K. Poole
                                          Chairman and Chief Executive Officer




________________________
Daniel E. Tacone

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                                 PROMISSORY NOTE


$44,500.00                                      Los Angeles, California
                                                April 19, 2001



      FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, DAN
TACONE (the "Maker") promises to pay on demand to the order of ELITE INFORMATION
SYSTEMS, INC. (the "Payee"), its successors and assigns, the principal sum of
Forty Four Thousand Five Hundred Dollars ($44,500.00), without interest.

      Payment under this Note is due and payable in Los Angeles, California, at
such location, as Payee shall determine.

      The Maker waives protest, presentment, notice of dishonor and notice of
acceleration or maturity and agrees to continue to remain bound for the payment
of principal and all other sums due under this Note not withstanding any change
or changes by way of any extension or extensions of time for the payment of
principal.

      This Note may not be modified, amended, extended, renewed, released or
terminated orally.

      This Note has been executed and delivered within the State of California
and shall be governed by and construed in accordance with the internal laws and
judicial decisions of California.

      The Maker agrees that the Payee may enforce its rights hereunder in any
court of competent jurisdiction in Los Angeles County, California. The Maker
does not hereby waive its right to remove any such claim to federal court.

      IN WITNESS WHEREOF, the Maker has caused their Note to be executed as of
the date hereof.




                                          ______________________________________
                                          Daniel E. Tacone                  Date