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                                                                   EXHIBIT 10.12

May 11, 2000



Mr. Douglas S. Massingill
7941 Burning Tree Drive
Franktown, Colorado 80116

Re:      Employment with J.D. Edwards & Company

Dear Doug:

The following sets out the terms and conditions of your employment with J.D.
Edwards & Company (J.D. Edwards) for the period from May 16, 2000 through
February 28, 2001.

1.     EMPLOYMENT AGREEMENT. For the period from May 1, 2000 through February
       28, 2001 (the Employment Period), you will be employed by J.D. Edwards on
       a part-time basis to provide construction and property sale management in
       accordance with the attached "Statement of Work" at semi-monthly
       compensation of $625 paid in accordance with J.D. Edwards' standard
       payroll policies, i.e., on the fifteenth and last day of each month
       commencing with the May 31, 2000 payroll and subject to appropriate tax
       withholding. Except as expressly set forth in this letter, as a part-time
       employee, you will not be eligible for any employee benefits made
       available to employees of J.D. Edwards.

       During your Employment Period, you will be subject to all J.D. Edwards'
       employment policies, except Outside Employment. Pursuant to the Outside
       Employment policy, J.D. Edwards' employees must refrain from engaging in
       outside employment, particularly in the area of professional services
       that may create a conflict of interest. However, you will be free to
       accept employment with any other entity, except those direct competitors
       of J.D. Edwards as further set forth in the section entitled Non-Compete,
       below.

2.     TERMINATION OF EMPLOYMENT. At the end of your Employment Period, your
       employment with J.D. Edwards will be involuntarily terminated, and the
       following terms will then apply (except that the severance payment below
       shall be made upon entering into this letter agreement):


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Mr. Douglas S. Massingill
May 11, 2000
Page 2


       o      SEVERANCE PAY. You will receive severance pay of $336,458.33. This
              severance payment will be made in a one-time, lump sum payment
              subject to appropriate tax withholding on May 31, 2000.

       o      NON-COMPETE. In consideration of the severance pay set forth in
              the paragraph above, you agree not to accept employment with any
              of the direct competitors of J.D. Edwards listed on the attached
              "Direct Competitors of J.D. Edwards during your Employment
              Period". Should you accept employment with any of the listed
              competitors of J.D. Edwards during the period of this Agreement,
              this Agreement will be automatically terminated on the date of
              commencement of such employment, all continuing payments (other
              than COBRA payments required by applicable law) will cease and all
              unvested options granted will terminate. The non-competition
              obligations set forth in this letter shall supersede the
              non-competition obligation imposed upon you pursuant to that
              certain non-competition and confidential agreement entered into
              between you and J.D. Edwards on March 24, 1993 ("Prior
              Non-Competition Agreement"). Upon signing this letter, the Prior
              Non-Competition Agreement is terminated.

       o      STOCK OPTIONS. Pursuant to the terms of the Stock Option
              Agreements under the 1992 Incentive Stock Option Plan, the 1992
              Non-Qualified Stock Option Plan and the 1997 Equity Incentive Plan
              between you and J.D. Edwards, any Stock Option held by you, to the
              extent exercisable pursuant to the applicable Stock Option
              Agreement, shall remain exercisable for one month (until March 31,
              2001) after the date of your termination of employment.

       o      VACATION PAY. You will be entitled to payment for any unused hours
              of accrued vacation based on your monthly compensation on May 15,
              2000 subject to appropriate withholding taxes.

       o      CONFIDENTIALITY AND NON SOLICITATION. Notwithstanding your
              termination from employment with J.D. Edwards, you will continue
              to observe your obligations of not disclosing any trade secrets,
              proprietary or confidential information of J.D. Edwards and will
              neither disclose the terms of this Agreement nor the content of
              any discussion between you and J.D. Edwards, other than to
              professional advisors or taxing authorities for the purpose of
              filing tax returns on your compensation or pursuant to a court
              order. You further agree not to recruit any person to leave the
              employment of J.D. Edwards for a period of two years beyond the
              execution of this letter agreement. As used in this Agreement, to
              "recruit" shall mean, during the
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Mr. Douglas S. Massingill
May 11, 2000
Page 3


              above two-year period, by any method of communication, the direct
              contact by you or contact by someone at your direction of a then
              current employee of J.D. Edwards or of any of its subsidiaries for
              the purpose of inducing such employee to leave employment with
              J.D. Edwards. In addition, you agree not solicit any current
              customer or prospect of J.D. Edwards to terminate any current
              license or service agreement with J.D. Edwards.

       o      INDEMNIFICATION AS A J.D. EDWARDS' OFFICER AND DIRECTOR.

              In accordance with Section 12, Binding Effect; Successors and
              Assigns, of the J.D. Edwards & Company Indemnification Agreement
              between you and J.D. Edwards dated as of August 19,1997, J.D.
              Edwards confirms that the Indemnification Agreement shall continue
              in effect regardless of whether you continue to serve as a
              director, officer, employee, agent or fiduciary of the Company,
              and therefore, J.D. Edwards will continue to indemnify you to the
              fullest extent permitted by law against all claims brought against
              you for any Claim with respect to a Covered Event (as such terms
              are defined in the Indemnification Agreement) which you are or
              become a party to, including without limitation, those certain
              Civil Actions No. 99-N-1744, Rosa E. Garza v. J.D. Edwards &
              Company, et al., Civil Action 99-N-1848, Shirley Chess v. J.D.
              Edwards & Company, et al., and Civil Action No. 99-N-1862, Ben
              Hopkins v. J.D. Edwards & Company, et al.

       o      MARCH 23, 1994 OFFER LETTER. Upon signing this Employment
              Agreement, you agree to terminate the Offer Letter dated March 23,
              1994.

       o      PURCHASE OF HOME UNDER CONSTRUCTION AT 10327 WOODHAVEN RIDGE ROAD,
              PARKER, COLORADO. As of May 31, 2000, JDE will purchase the
              property, including the house, pool, pool house, barn and land.
              You agree to transfer title and all construction contracts to this
              property free and clear from all liens and encumbrances. The sale
              price of the property will be your costs incurred to date
              (estimated at $3 million), to be paid to you as follows:

                  67%:     Paid via wire transfer to your account,
                           #____________, ABA #_________________, at
                           ________________ (bank name) upon supplying
                           supporting documentation, including invoices and
                           canceled checks to substantiate your costs.

                  33%      Paid upon sale of property after adjusting for any
                           loss on the sale (if any) shared at a rate of 75% by
                           JDE and 25% by you. Gain or loss will be computed as
                           sale price to JDE plus additional costs (paid by JDE)
                           incurred to complete


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Mr. Douglas S. Massingill
May 11, 2000
Page 4




                           property, less final sales price upon completion.
                           100% of any gains will accrue to you and will be
                           included in the final settlement. JDE will be
                           responsible for all brokerage commissions involved
                           with selling the home.

              You agree to manage the completion of that property using
              reasonable care and judgment and to correspond with JDE regarding
              future construction draws, plan or design changes and any other
              decision which would impact the timing of completion or cost of
              this project. You also agree, using reasonable care and judgment,
              to manage the sale of the completed property, consulting with JDE
              on sales price and strategy.

       o      J.D. EDWARDS PROPERTY. Upon your last day of employment, you will
              return all J.D. Edwards property and proprietary information,
              including but not limited to: customer lists, confidential product
              information, price lists, etc. However, as long as you are
              employed part time, you will continue to have access to J.D.
              Edwards voice mail and e-mail, plus you will be permitted retain
              your cell telephone, laptop and personal computers once you
              terminate.

       o      COBRA MEDICAL INSURANCE. You will be eligible for medical
              insurance under COBRA commencing on May 1, 2000 for a period of
              two (2) years in accordance with the standard J.D. Edwards policy
              at J.D. Edwards approximate expense of $25,000.

       o      401(k). Your 401(k) balance calculations will be made within a
              reasonable time after May 15, 2000 and at that time you will be
              notified of your balance and be provided with options related to
              distribution at that time.

       o      INSIDER TRADING POLICY. Effective August 28, 2000, you will be
              released from the J.D. Edwards insider trading policy.

       o      RELOCATION FROM DENVER TO ATLANTA. J.D. Edwards will pay for all
              reasonable and customary expenses associated with the transport of
              your possessions should you decide to relocate to Atlanta. JDE
              will make an additional payment for tax purposes to cover any
              taxable, non-deductible items.

This Agreement sets forth in full all the terms of your continuing employment
for the Employment Period and the ultimate termination of employment with J.D.
Edwards. Upon the date of your termination, all obligations, claims, demands,
rights and causes of action, whether known or unknown, regarding your employment
with J.D. Edwards








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Mr. Douglas S. Massingill
May 11, 2000
Page 5


shall be deemed satisfied, released, discharged and fully settled by the terms
of this Agreement. Pursuant to the terms of the Age Discrimination in Employment
Act, you understand that you will have a period of 21 days to consider the terms
of your termination and that you may and should seek the advice of legal counsel
in reviewing such terms. Should you accept the terms of termination prior to the
end of the 21-day period, you will be deemed to have waived the full 21-day
review period. Once you have accepted the terms of the termination, you will
have a seven-day revocation period to additionally review the terms and revoke
your acceptance; should you not so revoke your acceptance, the terms of your
termination will be effective on the eighth day.

If the foregoing is an accurate reflection of the terms of your continuing
employment through February 28, 2001 and the ultimate termination of employment
with J.D. Edwards, please so indicate by signing on the line provided below and
returning one copy to J.D. Edwards.


Very truly yours,

J.D. EDWARDS & COMPANY


/s/ Richard E. Allen
-----------------------------
Richard E. Allen
Sr. Vice President and Chief Financial Officer







Accepted this 15th day of May, 2000.


/s/ Douglas S. Massingill
-----------------------------
Douglas S. Massingill






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                                STATEMENT OF WORK



During your Employment Period, you will manage the completion and ultimate sale
of the property at 10327 Woodhaven Ridge Road, Parker, Colorado. You will report
to JDE on a monthly basis as to the construction status, costs incurred,
estimated completion date and selling activity.




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                               DIRECT COMPETITORS
                                       OF
                             J.D. EDWARDS & COMPANY

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BROAD APPS            CRM           SUPPLY CHAIN      HORIZONTAL
----------            ---           ------------      ----------

<S>                   <C>           <C>               <C>
SAP                   Siebel        I2                Ariba
Oracle                Pivotal       Paragon
PeopleSoft            Onyx          Manugistics
QAD                                 Synquest
Lawson
IFS
Intentia
Great Plains

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