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                              [LETTERHEAD OF COMPUTRON]

                                                                   Exhibit 10.22


February 11, 1997



Mr. Bill Burke
Via fax at 617-330-4260 

Dear Bill:

This letter is to confirm our offer of employment to you under the following
terms and conditions to join Computron Software, Inc. as the Vice President -
Finance, reporting to myself, starting employment as soon as possible.

SALARY:  Starting salary will be $8,333.33 semi-monthly, paid on the 15th and
last business day of each month (this equates to $200,000 per annum).

BONUS:  You will receive a signing bonus of $25,000 paid upon your start date. 
In addition, you will receive a bonus of $25,000 upon filing of company's report
form 10k to the SEC.

STOCK OPTIONS:  We will recommend to the Board of Directors of Computron
Software, Inc. that you be awarded an incentive stock option grant to purchase
100,000 shares of its common stock at fair market value on the date of grant,
but in no event greater than $1.50.  You will vest in these options on a
quarterly basis from your start date (25% per quarter), and will be one-hundred
percent vested at the end of a one year period.  Vesting will be accelerated
upon a change in control, merger, or sale of substantially all of the company's
assets.  Your option, if approved, will be subject to certain other restrictions
identified in Computron Software, Inc.'s Stock Option Agreement.  If such stock
option grant is not approved and granted within six (6) months of your start
date, you will be entitled to be paid, at your option, a bonus of $50,000, or
you may continue to be eligible for said options once the appropriate approvals
have been obtained. 

REVIEWS:  A performance review will be conducted on or about your one year
anniversary, then annually thereafter.

BENEFITS:  Computron provides its employees with Medical, Dental, Vision, Life
Insurance and Long Term disability coverage effective date of hire.  Optional
dependent coverage is available at the employee's expense.  The company also
offers a 401(k) savings plan which includes a 25% employer match (subject to
certain restrictions).  Please see attached Outline of Benefit Summary for
details, which includes all benefits offered at this time, including holidays,
vacation and other time off, and similar.  You will be granted benefits in
accordance with those granted to others at the Vice President level.

EXPENSES:  You will be entitled to reimbursements of reasonable expenses
including the rental costs of an apartment as well as coach class flight tickets
(2 flights per week) between our office in New Jersey and your home in
Massachusetts.  Reimbursement will be made for a period not to exceed one (1)
year.  All travel accommodations will be booked using Computron's in-house
travel representative.


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COMPUTRON SOFTWARE, INC.
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Mr. Bill Burke
February 11, 1997
Page 2

EMPLOYMENT:  Computron Software, Inc. is an equal opportunity employer.  In
addition, it should be understood that employment is "at will", as defined under
the laws of New Jersey, and thus such employment can be terminated with or
without cause, at the option of either party.  However, it is agreed that your
employment will not be terminated without cause for a minimum of six (6) months.

CONFIDENTIALITY:  You agree that any confidential information that becomes
available to you in the course of employment is the sole property of Computron
and shall not be used by you for any purpose other than fulfilling your
position's objectives.  This applies while an active or  inactive employee.  A
partial list of items covered by Confidentiality include:


-    Employee Lists                     -    Technical Product Knowledge
-    Customer Lists                     -    Confidential Financial Data
-    Prospect Lists                     -    Product Price Lists
-    Product Materials                  -    Sales/Marketing Strategy

The above information and any other confidential material will remain
confidential for a period of two years after employment at Computron, except for
customer lists and possible other technical data, which remains confidential in
perpetuity unless Computron makes it available to the public.

Please countersign this offer and Non-Disclosure and return to me to officially
indicate your acceptance.  This offer is contingent upon your review and
acceptance of our offer letter, a favorable response from your references, and
our review of verification of your identity and employment authorization
documents as set forth in the Immigration Reform and Control Act.

Sincerely,



Michael R. Jorgensen
Chief Financial Officer


     I ACCEPT:

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     Bill Burke                                   Date



cc:  Human Resources