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                                                                   EXHIBIT 10.38

                      ASSIGNMENT AND ASSUMPTION OF LEASE
                                      AND
                              CONSENT OF LANDLORD
                                        

     THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is made and entered
into as of November 5, 1998, by and among MAPICS, INC., A GEORGIA CORPORATION
("Assignor"), GENERAL ELECTRIC CAPITAL CORPORATION, A NEW YORK CORPORATION
("Assignee") and EOP-LAKESIDE OFFICE, L.L.C., A DELAWARE LIMITED LIABILITY
COMPANY ("Landlord").

     WHEREAS, The Mutual Life Insurance Company of New York ("Mutual Life"), as
landlord, and International Business Machines, a New York corporation ("IBM"),
as tenant, entered into that certain lease dated as of November 5, 1992 (the
"Lease"), for the rental of certain premises in the 5775-D Glenridge Drive
Building in Atlanta, Georgia, containing 47,902 square feet of rentable area
(the "Premises"); and

     WHEREAS, Landlord is the current holder of all of Mutual Life's interest
under the Lease; and

     WHEREAS, Assignor is the current holder of all of IBM's interest under the
Lease; and

     WHEREAS, Assignor desires to assign all of Assignor's rights in, to and
under the Lease to Assignee, and Assignee agrees to assume all of Assignor's
rights, duties and obligations thereunder, and Landlord consents to said
assignment and assumption upon the terms and conditions contained herein.

     NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) in hand
paid to Assignor by Assignee, at and with the execution and delivery of this
Assignment, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor, Assignee and Landlord
covenant and agree as follows:

     1.   Assignment and Assumption.  Effective as of March 1, 1999 (the
          --------------------------                                    
          "Effective Date"), Assignor hereby absolutely and irrevocably assigns
          to Assignee, its successors and assigns, all right, title, and
          interest of Assignor in, to and under the Lease.  Effective as of the
          Effective Date, Assignee hereby expressly assumes all rights, duties
          and obligations of Assignee under the Lease.  Assignor, Assignee and
          Landlord hereby expressly acknowledge, however, that Assignee shall
          have no liability for satisfaction of any tenant obligations under the
          Lease prior to the Effective Date, it being expressly agreed that
          Landlord shall seek to enforce said obligations, if necessary, only
          against Assignor.

     2.   Adjustments.  If any payments of rent, additional rent or other
          ------------                                                   
          changes due under the Lease relate to a period which includes time
          both before and after the Effective Date of this Assignment, any such
          payment shall be prorated between Assignor and Assignee according to
          the fractions of the total number of days in such period occurring,
          respectively, before and after said Effective Date.  Assignor shall
          pay the prorated portion of any such payment relating to the
          fractional period before said Effective Date, and Assignee shall pay
          the prorated portion of any such payment relating to the fractional
          period on or after said Effective Date.

     3.   Indemnification.  Assignor does hereby indemnify and hold Assignee
          ----------------                                                  
          harmless from and against any and all claims, causes, demands, losses,
          liabilities, costs, damages, expenses and fees, including, without
          limitation, court costs and attorneys' fees, incurred, related to or
          arising in any manner from or out of the performance or failure of
          performance by Assignor of any of its duties as tenant under the Lease
          prior to the Effective Date.  Assignee does hereby indemnify and hold
          Assignor harmless from and against any and all claims, causes,
          demands, losses, liabilities, costs, damages, expenses and fees
          including, without limitation, court costs and attorneys' fees,
          incurred, related to or arising in any manner from and out of the
          performance or failure of performance by Assignee of any of its duties
          as tenant under the Lease from and after the Effective Date.

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     4.   Consent and Release.
          --------------------

          a.   In reliance upon the agreements and representations contained in
               this Assignment, Landlord hereby consents to this Assignment.
               This consent shall not constitute a waiver of the obligation of
               the tenant under the Lease to obtain the Landlord's consent to
               any subsequent assignment, sublease or other transfer under the
               Lease, nor shall it constitute a waiver of any existing defaults
               under the Lease.  Landlord waives any further applicable notice
               of assignment or notice of intent to assign which may be required
               of Assignor under the Lease in connection with this Assignment
               described herein.

          b.   Effective as of the Effective Date, Landlord hereby releases and
               forever discharges Assignor of and from any further obligation or
               liability under the Lease arising from and after the Effective
               Date.

     5.   Review Fee.  Upon Assignor's execution and delivery of this
          -----------                                                
          Assignment, Assignor shall pay to Landlord the sum of Two Hundred and
          00/100 Dollars ($200.00) in consideration for Landlord's review of
          this Assignment and/or review and execution of any estoppel
          certificate requested of Landlord in connection with this Assignment.

     6.   Successors and Assigns.  This Assignment shall be binding upon and
          -----------------------                                           
          shall inure to the benefit of the successors, assigns and transferees
          of the parties hereto.

     7.   Authority.  Landlord expressly represents and warrants that (i)
          ----------                                                     
          Landlord is the holder of the entire interest of the landlord under
          the Lease, (ii) Landlord is authorized to enter into this Assignment,
          and (iii) the party executing this Assignment on behalf of Landlord is
          authorized to do so.  Assignor expressly represents and warrants that
          (a) Assignor is the holder of the entire interest of the tenant under
          the Lease and Assignor has not transferred or conveyed its interest in
          the Lease to any person or entity, collaterally or otherwise, (b)
          Assignor is authorized to enter into this Assignment, and (c) the
          party executing this Assignment on behalf of Assignor is authorized to
          do so.  Assignee expressly represents and warrants that (I) Assignee
          is authorized to enter into this Assignment, and (II) the party
          executing this Assignment on behalf of Assignee is authorized to do
          so.

     8.   No Modification of Lease.  Nothing contained in this Assignment shall
          -------------------------                                            
          be deemed to amend, modify or alter in any way the terms, covenants
          and conditions set forth in the Lease.

     9.   Further Agreements.  The parties hereto further agree as follows:
          -------------------                                              

          a.   Subsequent to the date hereof, Landlord shall not recognize any
               attempted exercise by Assignor of renewal, extension or expansion
               rights under the Lease, if any, without Assignee's prior written
               consent.

          b.   Subsequent to the date hereof, no agreement between Landlord and
               Assignor modifying, amending, canceling, terminating or
               surrendering the Lease or the Premises, or any part thereof,
               shall be effective without the prior written consent of Assignee.

          c.   Subsequent to the Effective Date, Assignor's consent shall not be
               required for any of the matters described in 8(a) or 8(b) above.

     10.  Notices.  Prior to the Effective Date, notices to Assignor shall be
          --------                                                           
          delivered as described in the Lease at the address provided therein
          for notices to tenant, and notices to Assignee shall be delivered in
          accordance with the terms of the Lease at the following
          address:________________________ __________________________________.
          Following the Effective Date, any notices to Assignee shall be
          effective when served to Assignee at the Premises in accordance with
          the terms of the Lease.

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     11.  Governing Law.  This Assignment shall be construed under and governed
          --------------                                                       
          in accordance with the laws of the State of Georgia.

     12.  Time.  Time is of essence of this Assignment.
          -----                                        

     13.  Counterparts.  This Assignment may be executed in multiple
          -------------                                             
          counterparts, each of which shall be deemed an original provided that
          all parties are furnished a copy or copies thereof reflecting the
          signature of all parties.


                     [SIGNATURES ARE ON THE FOLLOWING PAGE]
                                        

                                       3
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     IN WITNESS WHEREOF, this Assignment has been executed under seal on behalf
of Assignor, Assignee and Landlord, effective as of the date first above
written.


<TABLE>
<CAPTION>
WITNESS/ATTEST:                                LANDLORD:
<S>                                            <C>
 
                                               EOP-LAKESIDE OFFICE, L.L.C., A DELAWARE LIMITED LIABILITY 
                                               COMPANY
 
                                               By:  EOP Operating Limited Partnership, a Delaware limited
                                                    partnership, its sole member
 
                                               By:  Equity Office Properties Trust, a Maryland real estate
                                                    investment trust, its managing general partner
 
                                                    By:    /s/ Jeff Sweeney 
                                                           ------------------------------------------------
/s/ Angela Langenderfer
--------------------------------------              Name:  Jeff Sweeney
                                                           ------------------------------------------------
                                                  
Name (print): Angela Langenderfer                          Title: VP - Leasing
              ------------------------                     ------------------------------------------------
 
Name (print): ------------------------

 
WITNESS/ATTEST:                                ASSIGNOR:
 
                                               MAPICS, INC., A GEORGIA CORPORATION
 
/s/ Steven D. Collier                          By:  /s/ Thomas F. Aery 
--------------------------------------              ------------------------------------------------------- 
                                               
Name (print):  Steven D. Collier               Name:  Thomas F. Aery
              ------------------------                -----------------------------------------------------

Name (print):                                  Title: V.P. Worldwide Support
              ------------------------                -----------------------------------------------------
 
 
WITNESS/ATTEST:                                ASSIGNEE:
 
                                               GENERAL ELECTRIC CAPITAL CORPORATION, A NEW YORK CORPORATION

/s/ Sue T. Bennett                             By:  /s/ Darryl Dong
--------------------------------------              ------------------------------------------------------- 
                                               
Name (print): Sue T. Bennett                   Name:  Darryl Dong
              ------------------------                -----------------------------------------------------

Name (print):                                  Title: District Manager
              ------------------------                -----------------------------------------------------

</TABLE>

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