<PAGE>
                                                                   EXHIBIT 10.16

                              EMPLOYMENT AGREEMENT


This Employment Agreement ("Employment Agreement") dated this 5th day of
February, 2001 but effective as of February 15, 2001 (the "Effective Date") is
made by and between J.D. EDWARDS & COMPANY, a Delaware corporation ("J.D.
Edwards"), and LESLIE E. WYATT ("Wyatt").

                                    RECITALS

A.   J.D. Edwards is engaged in the business of developing, marketing and
     supporting enterprise software and supply chain computing solutions.

B.   Wyatt is to be employed by J.D. Edwards in the position of Senior Vice
     President and Chief Marketing Officer and J.D. Edwards and Wyatt
     contemplate that J.D. Edwards will employ Wyatt for a period of at least
     three (3) years from the Effective Date of this Employment Agreement.

It is agreed between J.D. Edwards and Wyatt as follows:

1.   EMPLOYMENT. J.D. Edwards hereby agrees to employ Wyatt to perform the
     duties and responsibilities set forth in the job description attached as
     Attachment A and incorporated herein to this Employment Agreement together
     with such other duties and responsibilities as shall be assigned to him by
     J.D. Edwards senior management which shall not be incompatible with Wyatt's
     job description. Wyatt accepts such employment with J.D. Edwards upon the
     terms and conditions of this Employment Agreement and agrees to perform the
     duties and responsibilities described in this Section in accordance with
     all policies, procedures, rules and regulations adopted by J.D. Edwards
     Board of Directors or senior management. During the term of his employment,
     Wyatt agrees to devote his full time and attention, skills and efforts to
     the performance of his duties and responsibilities on behalf of J.D.
     Edwards and to maintain and promote the business of J.D. Edwards.

2.   TERM. Subject to the terms of Section 6, Termination, Wyatt shall be
     employed by J.D. Edwards for a period of not less than three (3) years
     commencing on the Effective Date (the "Initial Employment Term").

3.   COMPENSATION.

     3.1  ANNUAL BASE SALARY AND BONUS. Wyatt's compensation from February 15,
          2001 until February 15, 2002 shall be set at an annual base salary of
          $300,000 with an annual bonus incentive of up to fifty percent (50%)
          of such base salary based upon the achievement of those certain
          objectives as determined and approved by the Compensation Committee
          of the Board of Directors of J.D. Edwards in their sole discretion.
          Compensation for subsequent periods shall be established by a written
          addendum to this

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          Employment Agreement as approved by the Compensation Committee of the
          J.D. Edwards Board of Directors but in no event will be less than the
          annual base salary of $300,000 and annual bonus incentive of up to
          fifty percent (50%) of the new base salary based upon the achievement
          of those certain objectives as determined and approved by the
          Compensation Committee of the Board of Directors of J.D. Edwards in
          their sole discretion.

     3.2  STOCK OPTION GRANT. Wyatt will be granted stock options to purchase
          the common stock of J.D. Edwards pursuant to the terms of J.D. Edwards
          1997 Equity Incentive Plan, or its successor option plan, if any, in
          accordance with the schedule below (the "Stock Option Grant"):

     o    60,000 stock options granted at fair market value, i.e., the closing
          bid price of J.D. Edwards common stock on the NASD stock market on the
          Effective Date ("Fair Market Value")

     o    70,000 stock options granted when the stock price is 100% above Fair
          Market Value

     o    70,000 stock options granted when the stock price is 200% above Fair
          Market Value

          Each tranche of the Stock Option Grant shall vest and become
          exercisable 25% of such particular tranche of the grant on the day
          preceding each anniversary; all unvested options will terminate
          effective on the date of termination. Should Wyatt resign from
          employment with J.D. Edwards or be terminated by J.D. Edwards for
          Cause or for Performance at any time during the Initial Employment
          Term, the Stock Option Grant will be cancelled effective upon the date
          of resignation or termination for Cause and Wyatt will have the right
          to exercise any portion of the Stock Option Grant which is vested as
          of the date of resignation or termination. Wyatt shall have a period
          of three (3) months commencing upon termination of employment to
          exercise his vested stock option under this Section.

4.   EMPLOYEE BENEFITS. Wyatt will be eligible to participate in all employee
     benefits provided by J.D. Edwards to employees, based upon his position and
     tenure, including the following:

     4.1. HEALTH AND LIFE INSURANCE. J.D. Edwards agrees to provide to Wyatt
          (and his spouse and dependents) coverage under J.D. Edwards group
          health and life insurance plan, the coverage, terms and benefits of
          which shall be determined, from time to time, in the sole discretion
          of J.D. Edwards Board of Directors.

     4.2. PAID TIME OFF. Wyatt shall be entitled to the maximum paid time off
          provided for in J.D. Edwards paid time off policy in effect from time
          to time.

                                              Wyatt Employment Agreement -- 1-01

                                   Page 2 of 9


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     4.3  QUALIFIED/NON-QUALIFIED PLAN(S). Wyatt shall be entitled to
          participate in any qualified or non-qualified plan(s) adopted by J.D.
          Edwards Board of Directors provided Wyatt fulfills all eligibility
          requirements under the terms and conditions of such plan. The J.D.
          Edwards Board of Directors reserves the sole right and discretion to
          adopt or terminate a plan and to establish all eligibility
          requirements and other terms and conditions of such plan.

     4.4  RELOCATION EXPENSE. J.D. Edwards will cover all reasonable and
          customary expenses associated with Wyatt's relocation including
          shipment/storage of household goods, 90 days temporary living, two
          house hunting trips, closing costs associated with the sale of Wyatt's
          primary residence and closing costs associated with the purchase of
          Wyatt's new residence at the new location, shipment of automobiles,
          tax assistance and gross-up for which expenses may apply,
          miscellaneous expenses of $10,000 and costs associated with the final
          move. In addition, should Wyatt be unsuccessful in selling his current
          residence J.D. Edwards will purchase his residence in accordance with
          its standard home purchase policy.


     SEVERANCE PAY. If Wyatt is terminated by J.D. Edwards for Performance or
disability each as defined below, Wyatt shall be entitled to receive severance
pay in accordance with the standard J.D. Edwards severance pay policy for an
employee of Wyatt's position and time of service in the amount of Wyatt's then
current twelve months base salary, conditioned upon Wyatt and J.D. Edwards
entering into a Separation Agreement substantially in the form attached hereto.
This severance payment would be made in a one-time, lump sum payment subject to
appropriate tax withholding. "Disability" as used herein shall mean that Wyatt
has been unable to perform his or her duties as an employee as the result of
incapacity due to physical or mental illness, and such inability, at least 26
weeks after its commencement, is determined to be total and permanent by a
physician selected by J.D. Edwards or its insurers and acceptable to the Wyatt
or Wyatt's legal representative (such agreement as to acceptability not to be
unreasonably withheld). Termination resulting from disability may only be
effected after at least 30 days' written notice by J.D. Edwards of its intention
to terminate Wyatt's employment. In the event that Wyatt resumes the performance
of substantially all of his or her duties hereunder before the termination of
his employment becomes effective, the notice of intent to terminate shall
automatically be deemed to have been revoked.

5.   Notwithstanding the foregoing, however, no severance allowance shall be
     paid if termination is for Cause or if Wyatt voluntarily terminates
     employment within the Initial Employment Term.

     5.1. COBRA MEDICAL INSURANCE. If Wyatt's employment is terminated without
          Cause, in addition to the severance payment in accordance with Section
          5, Wyatt and his dependents will be eligible for medical insurance
          (for himself and his spouse and dependant(s)) under COBRA commencing
          on the date of his termination for a period of six (6) months in
          accordance

                                              Wyatt Employment Agreement -- 1-01


                                   Page 3 of 9



<PAGE>


          with the standard J.D. Edwards policy at J.D. Edwards sole expense.
          Wyatt and his dependents will be eligible to continue this coverage at
          his cost beyond such date if he should so elect as provided by
          applicable law.

     5.2  MANAGEMENT CHANGE IN CONTROL PLAN. The J.D. Edwards & Company
          Management Change in Control Plan Wyatt accepted on __________________
          (the "Plan") will remain in full force and effect for the term of this
          Employment Agreement and will continue thereafter only so long as
          Wyatt remains an employee of J.D. Edwards. Pursuant to such Plan,
          Wyatt shall be eligible to receive a multiple of his annual
          compensation in accordance with the terms of such Plan in the event
          that J.D. Edwards is acquired and as a result of such acquisition
          Wyatt is terminated. Therefore, the J.D. Edwards Board of Directors
          agrees that it waives all rights under the Plan to remove Wyatt as a
          participant in the Plan, terminate the Plan with respect to Wyatt,
          amend or otherwise modify the Plan in any manner that would be
          detrimental to Wyatt or serve to reduce the Severance Benefits payable
          to Wyatt under the Plan.

     5.3  INDEMNIFICATION AGREEMENT. The parties executed the J.D. Edwards &
          Company Indemnification Agreement on ________________ (the
          "Indemnification Agreement").

     5.4  CONFIDENTIALITY AND NON-SOLICITATION. Wyatt acknowledges that he has
          signed the J.D. Edwards Employee Nondisclosure Agreement effective
          _______________________ and confirms that he will continue to abide by
          the obligations contained therein.

6.   TERMINATION. J.D. Edwards shall have the right to terminate this Employment
     Agreement prior to its expiration only for "Cause" or "Performance" as set
     forth below:

     6.1. TERMINATION FOR CAUSE. For the purposes of this Employment Agreement,
          "Cause" means the following:

          (a)  any act of personal dishonesty taken by Wyatt in connection with
               his responsibilities as an Employee and intended to result in
               substantial personal enrichment of Wyatt;

          (b)  Wyatt's conviction of a felony that is injurious to J.D. Edwards;

          (c)  a willful act by Wyatt which constitutes gross misconduct and
               which is injurious to J.D. Edwards; or

          (d)  continued substantial violations by Wyatt of his employment
               duties which are demonstrably willful and deliberate on Wyatt's
               part after there has been delivered to Wyatt a written demand for
               performance from J.D. Edwards which specifically sets forth the
               factual basis for J.D. Edwards's belief that Wyatt has not
               substantially performed his duties.

                                              Wyatt Employment Agreement -- 1-01

                                   Page 4 of 9


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Wyatt shall have a period of fifteen (15) days after receipt of notice that he
is being terminated for Cause, to cure any such action capable of being cured
within such fifteen (15) day period; failure to cure within such fifteen (15)
day period shall result in his termination effective on the sixteenth (16th) day
after notice of termination.


6.2  TERMINATION FOR PERFORMANCE. For the purposes of this Employment Agreement,
     termination for "Performance" shall be as determined by the J.D. Edwards
     Board of Directors in the good faith exercise of their business judgment.

6.3  DISPUTE RESOLUTION. Should Wyatt dispute whether J.D. Edwards has been
     reasonable in interpreting "Cause" or "Performance" then in such event
     Wyatt may submit the matter to arbitration. The arbitration proceeding
     shall be conducted under the applicable rules of the American Arbitration
     Association and shall be located in Denver, Colorado. If such organization
     ceases to exist, the arbitration shall be conducted by its successor, or by
     a similar arbitration organization, at the time a demand for arbitration is
     made. The decision of the arbitrator shall be final and binding on both
     parties. Each party shall be responsible for its or his own expenses for
     the arbitrator's fee, attorney's fees, expert testimony, and for other
     expenses of presenting its or his case. Other arbitration costs, including
     fees for records or transcripts, shall be borne equally by the parties.

6.4  COMPENSATION EARNED PRIOR TO TERMINATION. In the event that J.D. Edwards
     terminates Wyatt for Cause during the Initial Employment Term or any
     renewal periods, Wyatt shall be entitled to the salary earned prior to the
     date of termination as provided for in this Employment Agreement computed
     pro rata up to and including that date and all benefits set forth in
     Article 4 of this Agreement. Wyatt shall be entitled to no further
     compensation as of the date of termination.

6.5  RENEWAL. This Employment Agreement shall be deemed automatically renewed
     following the Initial Employment Term for successive one (1) year periods
     without any further act of the parties, unless, not later than thirty (30)
     days prior to the end of any period, either party provides the other with
     written notice of intent not to renew; notwithstanding the foregoing,
     however, Section 3.2, Stock Option Grant, of this Employment Agreement
     shall not apply to any such renewal periods after the initial three (3)
     year period.

6.6  NON-RENEWAL. Any non-renewal of this Employment Agreement shall be treated
     as a termination of Wyatt without Cause and be governed by the provisions
     of this Employment Agreement applicable to terminations without Cause,
     including, but not limited, to the payments and benefits due to Wyatt under
     Sections 3, 4 and 5 of this Employment Agreement.


                                              Wyatt Employment Agreement -- 1-01

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7.   COOPERATION. The parties hereto agree that, at all times during Wyatt's
     employment, and following termination of his employment, each party shall
     avoid making any remarks about the other party, which for J.D. Edwards
     shall include its affiliates, officers, directors, employees and agents
     that would be false and defamatory of the other party.

8.   MISCELLANEOUS.

     8.1. ASSIGNMENT. Neither J.D. Edwards nor Wyatt may assign this Employment
          Agreement or any of their respective obligations hereunder.

     8.2. NOTICES. Any notice or other communication provided for or required by
          this Employment Agreement shall be given within (i) three (3) business
          days after mailing by registered or certified mail, postage prepaid,
          return receipt requested, or (ii) one (1) business day after deposit
          with a recognized overnight courier (such as Federal Express) or in
          person in each case to the following address:

          TO J.D. EDWARDS:

          J.D. Edwards & Company
          One Technology Way
          Denver, Colorado 80237
          Attn:  Vice President, General Counsel


          TO WYATT:

          Leslie E. Wyatt
          1608 Wagon Wheel Drive
          Plano, Texas 75023


          or at such other address or addresses as the J.D. Edwards or Wyatt may
          designate.

     8.3. GOVERNING LAW. This Employment Agreement and each term thereof shall
          be subject to and governed by the laws of the State of Colorado.

     8.4. SEVERABILITY. If any portion of this Employment Agreement shall be,
          for any reason, invalid or unenforceable, the remaining portion or
          portions shall nevertheless be valid, enforceable and effective unless
          to do so would clearly violate the present legal and valid intention
          of the parties hereto.


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<PAGE>

     8.5. ENTIRE AGREEMENT. This Employment Agreement constitutes the entire
          agreement between the parties and contains all of the agreements
          between the parties with respect to the subject matter hereof. This
          Employment Agreement supersedes any and all other agreements, either
          oral or written, between the parties hereto with respect to the
          subject matter hereof, including, without limitation, that certain
          "Term Sheet" dated January __, 2001.

     8.6. AMENDMENT. No change or modification of this Employment Agreement
          shall be valid unless the same shall be in writing and signed by Wyatt
          and a duly authorized officer of J.D. Edwards. No waiver of any
          provision of this Employment Agreement shall be valid unless in
          writing and signed by the party or party to be charged.

     8.7  BENEFIT. This Employment Agreement shall be binding upon and inure to
          the benefit of J.D. Edwards and Wyatt and their respective successors,
          heirs, legal representatives and permitted assigns. This Employment
          Agreement is hereby executed as of the date set forth above.



J.D. EDWARDS & COMPANY                           WYATT

By: /s/ RICHARD E. ALLEN                         By: /s/ LESLIE E. WYATT
   --------------------------------                 ----------------------------
   (Authorized Signature)                                Leslie E. Wyatt
    Richard E. Allen
    Executive Vice President & CFO

                                              Wyatt Employment Agreement -- 1-01

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                             SCHEDULE OF ATTACHMENTS



ATTACHMENT A - JOB DESCRIPTION

                             CHIEF MARKETING OFFICER


SUMMARY:

The Chief Marketing Executive directs company's marketing activities, including
product positioning, advertising, public relations, direct mail media,
telemarketing and other marketing communications, as well as product management,
market research and business partners. Establishes marketing goals necessary to
reach corporate sales and profitability objectives.


DUTIES AND RESPONSIBILITIES:

1.   Reviews customer and market needs. Analyzes company products, competition,
     marketplace needs, pricing and develops product plan to position software
     products and services in marketplace to maximize competitive advantage.

2.   Directs definition of strategic components of product marketing plans in
     conjunction with executive team using market knowledge, product
     development, and sales. Feeds information back to organization as
     appropriate to improve competitive position.

3.   Defines marketing strategies/plans, and assures plans are consistent with
     company's goals and objectives. Evaluates and revises tactical and
     strategic plans as needed.

4.   Conducts market research to determine competitive position, potential
     opportunities and ways to profit from them.

5.   Directs company's advertising and product placement activities with the
     goal of establishing and maintaining a favorable image of company with
     investors, exiting and potential customers, employees and the public.
     Evaluates effectiveness of marketing campaigns to determine best use of
     advertising and marketing expenditures.

6.   Manages personnel activities of staff (i.e. hiring, training, supervision).

7.   Prepares and manages within approved budget.


REPORTING RELATIONSHIPS:

                                              Wyatt Employment Agreement -- 1-01

                                   Page 8 of 9


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Reporting to the incumbent is the media creations, public relations and internal
communications staff.

BACKGROUND AND EXPERIENCE:

The incumbent will have at least 12 years in sales and/or marketing, with 7 to
10 years management experience.


                                              Wyatt Employment Agreement -- 1-01

                                   Page 9 of 9

<PAGE>
                              SEPARATION AGREEMENT

This Separation Agreement (referred to as "the Agreement") is made by and
between J.D. Edwards & Company, J.D. Edwards World Solutions Company and J.D.
Edwards World Source Company (collectively "J.D. Edwards"), corporations having
their principal place of business at 7601 Technology Way, Denver, Colorado
80237, and ___________________________ (referred to as "You" and by "Your").
You and J.D. Edwards are each referred to as a "party" and both are referred to
as "parties."

Whereas, Your employment with J.D. Edwards has been terminated effective
_______________.

Whereas, You and J.D. Edwards desire to resolve any and all claims and disputes
between You and J.D. Edwards, including, without limitation, those related to
Your employment by, or separation from, J.D. Edwards or alleged
representations, contracts, and agreements (written, oral, or implied)
regarding Your employment by J.D. Edwards; and

In consideration of the mutual promises expressed herein and the payment to be
made to You, You and J.D. Edwards agree as follows:

1.   PAYMENTS. No later than twenty (20) calendar days following the Effective
Date of this Agreement and provided that this Agreement has not been revoked by
You under section 5, J.D. Edwards will pay You the gross sum of USD ________.
J.D. Edwards will reimburse You for Your premiums for Your existing medical,
dental, and vision health insurance for a period of XXX (XX) months, or until
Your coverage under the Consolidated Omnibus Budget Reconciliation Act
("COBRA") terminates, whichever period is shorter.] The parties expressly
agree that the payments made under this section exceed any compensation or
benefits that You would otherwise be entitled to if You had not executed this
Agreement. The payments will be reduced by any amounts owed J.D. Edwards and
the amount of applicable taxes withheld by J.D. Edwards, which will be withheld
at the supplemental tax rate.

2.   RELEASE. Upon receipt of the payments set forth in Section 1 above, you
irrevocably and unconditionally release and forever discharge J.D. Edwards,
J.D. Edwards' past and present directors, officers, shareholders, employees,
successors, attorneys, agents, representatives, and assigns (each a "Releasee")
from any and all liabilities, claims (including attorneys' fees), demands,
rights, and causes of actions, whether known or unknown, that You may have
or claim to have against any Releasee, including, without limitation, those
relating to Your employment by, or separation from, J.D. Edwards. Without
limiting the generality of this section, and by way of example and not
limitation, this section shall specifically apply to rights and claims under:
Title VII of the Civil Rights Act of 1964 as amended, the Age Discrimination in
Employment Act (ADEA) of 1967, as amended, the Older Worker Benefit Protection
Act, the Civil Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, the
Rehabilitation Act of 1973, Executive Order 11246, the Equal Pay Act of 1963,
the Americans with Disabilities Act, breach of contract, defamation, infliction
of emotional distress, wrongful discharge, breach of a covenant of good faith
and fair dealing, and any other federal, state or local statute, law,
ordinance, regulation, order or principle of law. By signing this Agreement,
You represent that You have not filed nor caused to be filed any charge,
complaint, lawsuit, or other claim (collectively "Claims") against any Releasee
and You specifically waive the right to recover any remedies, monetary or
otherwise, that might be available if You file any such Claims. This Agreement
may be used by any Releasee as a complete defense to any Claims asserted by You
or anyone on Your behalf against a Releasee. If You or anyone on Your behalf
violates this section of the Agreement, You shall pay all costs and expenses
(including reasonable attorneys' fees) incurred by a Releasee in defending
against the claims.

3.   MISTAKE. You understand that, after the date of this Agreement, You may
discover facts different from, or in addition to, those which You now know or
believe to be true with respect to the claims released or waived above and
that, as part of the consideration contained in this Agreement, You expressly
assume the risk that the Agreement was made on the basis of mistake or
mistakes, mutual or unilateral, of any nature whatsoever. You intend that this
Agreement shall not be rescinded, reformed, modified, voided, or changed in any
way on the basis of any mistake or mistakes whatsoever.

4.   NO LIABILITY. The Payment is not intended to be, and shall not be
construed as, an admission of liability or wrongdoing on the part of any
Releasee. No Releasees have admitted, nor do they admit, that they engaged in
any wrongful or unlawful act, or that they violated any federal, state, or
local statute, law, regulation, ordinance, order, or principle of law, and
further expressly deny such violation.

5.   REVOCATION. You have seven (7) calendar days after Your execution of this
Agreement (the "Revocation Period") in which to revoke this Agreement by so
notifying ________________________ at J.D. Edwards. This Agreement shall be
effective the eighth day after Your execution of this Agreement (the "Effective
Date"), provided that You have not revoked this Agreement.

6.   FUTURE COOPERATION. You shall cooperate, at J.D. Edwards' expense, with
J.D. Edwards in connection with any legal proceeding in which J.D. Edwards is
or may become a party.

7.   EFFECT ON EXISTING AGREEMENTS. Notwithstanding this Agreement, the limited
specific provisions of any agreements between You and J.D. Edwards relating to
confidentiality, unfair competition, noncompetition, employee solicitations,
and inventions are unaffected and remain in full force and effect. All other
provisions of all other agreements between You and J.D. Edwards shall be
superseded and become null and void upon the effective date of this Agreement.

8.   CONFIDENTIALITY/NON-DISPARAGEMENT. You shall not disclose the existence,
facts, or terms of this Agreement to anyone other than Your immediate family,
accountants, attorneys, or financial or tax advisors who have been advised of,
and agree to maintain, its confidentiality. You shall not do or say anything
that portrays J.D. Edwards or their management, employees, products, or
services in a negative light.

9.   MISCELLANEOUS. The Agreement constitutes the complete and exclusive
agreement between the parties concerning the subject matter hereof and
supersedes any prior communication regarding such subject matter. This
Agreement may not be canceled or modified unless in writing




                                       1
<PAGE>
signed by You and a vice-president or most senior officer of J.D. Edwards. Any
waiver of any default or breach of this Agreement shall be effective only if in
writing and signed by an authorized representative of the party providing the
waiver. No such waiver shall be deemed to be a waiver of any other or subsequent
breach or default. In entering into this Agreement, You represent and warrant
that You are not relying, and will not rely, on any promises, inducements, or
representations made by or on behalf any Releasee with respect to the subject
matter of this Agreement. This Agreement shall be binding on and shall inure to
the benefit of the parties and their respective heirs, legal representatives,
successors, assigns, directors, officers, agents, and employees. This Agreement
will be governed by the internal laws of the State of Colorado, without regard
to conflict of law principles. If any judicial or administrative authority
determines that any term of this Agreement is invalid or illegal, such
determination shall not apply to the remaining terms of this Agreement and all
remaining provisions of this Agreement shall remain in full force and effect.

YOU HAVE FULLY READ, UNDERSTAND THE SIGNIFICANCE AND CONSEQUENCES OF, AND
FREELY AGREE TO BE BOUND BY THIS AGREEMENT. YOU HAVE BEEN ADVISED TO CONSULT
WITH AN ATTORNEY REGARDING THE PURPOSE AND EFFECT OF THIS AGREEMENT BEFORE
SIGNING.

YOU UNDERSTAND THAT APPLICABLE LAW PROVIDES YOU WITH TWENTY-ONE (21) CALENDAR
DAYS IN WHICH TO CONSIDER THIS AGREEMENT. [REMOVE THIS IF EMPLOYEE IS NOT
FREELY WAIVING THIS PERIOD -> BY SIGNING THIS AGREEMENT BEFORE THE END OF THE
21-DAY PERIOD, YOU ARE INDICATING THAT YOU ARE FREELY WAIVING THE BALANCE OF
THIS PERIOD.]

YOU HAVE SEVEN (7) CALENDAR DAYS FROM THE DATE OF YOUR SIGNATURE BELOW IN WHICH
TO REVOKE THIS AGREEMENT AS PERMITTED IN SECTION 5.

J.D. EDWARDS


By
   ---------------------------------      -------------------------------------
   (Authorized Signature)                 (Your Signature)


   ---------------------------------      -------------------------------------
   (Print or Type Name)                   (Print or Type Name)


   ---------------------------------      -------------------------------------
   (Title)                                (Print Address)


                                          -------------------------------------
                                          (Date)


                                               [***USE BELOW WHEN YOU ARE NOT
                                                        WITNESSING SIGNATURE]
                                          STATE OF             )
                                                               )ss
                                          COUNTY OF            )
                                          SUBSCRIBED AND SWORN TO before me this
                                          ___ Day of _______, 20__ by

                                          ________________________________.

                                          Witness my hand and official seal.
                                          My commission expires: _____________.

                                          _____________________________________
                                          Notary Public

                                       2
<PAGE>
                       ADDENDUM I TO EMPLOYMENT AGREEMENT



This Addendum is made this 25th day of October 2001 to that certain Employment
Agreement, dated February 5, 2001 (the "Agreement") between J.D. EDWARDS &
COMPANY, a Delaware corporation (referred to as "J.D. Edwards"), and LESLIE E.
WYATT (referred to as "Wyatt") in consideration of their mutual promises and
subject to its terms and conditions.

                                    RECITALS

A.   J.D. Edwards and Wyatt entered into the Agreement providing for terms and
     conditions of Wyatt's employment with J.D. Edwards including, among others,
     the terms of certain grants of stock options to purchase the common stock
     of J.D. Edwards pursuant to the terms of J.D. Edwards 1997 Equity Incentive
     Plan.

B.   It is necessary to correct the term of the vesting of such stock options to
     comply with the terms of the 1997 Equity Incentive Plan.

It is agreed between Wyatt and J.D. Edwards to amend the Agreement as follows:

3.2  STOCK OPTION GRANT. The first sentence of the third paragraph of Section
     3.2 is amended by the deleting the sentence in its entirety and replacing
     it with the following:

          Each tranche of the Stock Option Grant shall vest and become
          exercisable 25% of such particular tranche of the grant on each
          anniversary date; all unvested options will terminate effective on the
          date of termination.

THIS ADDENDUM I, INCLUDING THE AGREEMENT OF WHICH IT IS A PART, IS A COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES
ALL PRIOR OR CONCURRENT PROPOSALS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN,
AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER
OF THIS ADDENDUM AND THE AGREEMENT. Notwithstanding anything to the contrary in
the Agreement, in the event of a conflict between this Addendum I and the
Agreement, this Addendum I shall prevail. All other terms and conditions remain
unchanged and are ratified hereby.


<PAGE>


IN WITNESS WHEREOF, the parties have executed this Addendum this 25th day of
October 2001.


J.D. EDWARDS & COMPANY                   WYATT

By: /s/ RICHARD E. ALLEN                 By: /s/ LESLIE E. WYATT
   ---------------------------------        ---------------------------------
   (Authorized Signature)                        Leslie E. Wyatt
   Richard E. Allen
   Executive Vice President & CFO