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                                                                   EXHIBIT 10.12

                                                                 [LANDMARK LOGO]

April 6, 1999
                                  REVISED OFFER
Mr. Bruce Lovett
12715 Nathan Lane
Herndon, VA 20170

Dear Bruce:

Based on our discussions, I am pleased to offer you the position of Vice
President of Marketing (Grade 11 Level) at Landmark Systems Corporation
beginning on or about April 12, 1999. Your starting monthly salary will be
$11,250 (which equates to $135,000 per year), payable in semi-monthly
installments.

In addition, you will also be eligible to participate in the 1999 Incentive Pay
Plan (currently targeted at $40,000 per year) which is payable quarterly in
arrears, based on achieving specifically defined Revenue and Net Income
objectives as detailed in a separate bonus program. Bonus payments will be made
at the end of the month following the end of each calendar quarter.

Along with your cash compensation, subject to approval and grant by Landmark's
Stock Option Committee, you will receive options to purchase 35,000 shares of
Landmark common stock at an exercise price per share equal to the then current
market value of Landmark common stock. It is anticipated that the option would
be granted effective the start date. The option will vest each year on the
anniversary of the date of grant in an amount equal to twenty-five percent of
the total grant. On the fourth anniversary of the date of grant, the option will
be fully vested. A copy of the Stock Option Plan is enclosed.

Finally, if Landmark terminates your employment without cause you will receive
six months of your salary as a severance package. For these purposes, cause will
be defined to include criminal wrongdoing, willful misconduct and gross
negligence.

This employment offer is contingent because Landmark is strongly committed to
maintaining a drug and alcohol free workplace in order to provide for a safe and
productive work environment. Therefore, the Company requires a drug-screening
test as a condition of employment. IF YOU WISH TO ACCEPT THIS CONTINGENT OFFER,
YOU MUST MAKE ARRANGEMENTS WITHIN 48 HOURS OF RECEIPT OF THIS LETTER FOR A URINE
ANALYSIS DRUG TEST. PLEASE BRING PHOTO IDENTIFICATION WITH YOU WHEN TAKING THE
TEST. Attached is a listing of Workplace Medical Services Collection Sites with
address and phone numbers and a Donor Information Sheet that explains the
process. Landmark will pay for testing. The results of this test will become the
confidential information of Landmark Systems Corporation. Final confirmation of
this contingent offer will be made upon receiving a report from the Medical
Review Officer. We need to have a report on your testing prior to starting work.

                                                 LANDMARK SYSTEMS CORPORATION(R)

                                                      8000 TOWERS CRESCENT DRIVE
                                                     VIENNA, VIRGINIA 22182-2700
                                                   (703) 902-8000 (800) 775-5675


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Mr. Bruce Lovett                                     REVISED OFFER
April 6, 1999
Page Two


If your pre-employment drug testing results are negative, we would anticipate
your start date to be on or about APRIL 12, 1999. On your first day of
employment, someone from Human Resources will go over the details of your
employment forms.

A NEW HIRE BENEFITS PACKAGE was given to you earlier. You need to be aware of
the fact that neither this offer letter nor the new hire benefits package
constitutes a contract for employment for a specified period of time. Please
review the material and bring the completed enrollment forms to Human Resources
on your first day. If you have any questions in advance of joining Landmark
please contact Thelma Allen, Human Resources Manager at 703/902-8000.

As a new Landmark employee, you are required to sign and date the enclosed
CONFIDENTIALITY AGREEMENT, which protects Landmark's proprietary rights as well
as those of other companies. We encourage you to examine any other proprietary
agreements to which you are bound to ensure compliance with Landmarks.

You will need to complete the enclosed Employment Verification Form I-9,
required by the Immigration Reform and Control Act of 1986, and bring it and the
required documents with you on your first day of employment. If you do not have,
or have lost one of these documents, you must apply for a replacement
immediately and present a receipt for its application within three business days
of your start date.

Please sign the copy of this letter along with the Informed Consent and Release
of Liability Form, indicating your conditional acceptance and return it for our
file. This offer remains in effect until APRIL 9, 1999.

I look forward to your accepting this offer.

Sincerely

/s/ RALPH ALEXANDER

Ralph Alexander
President
Chief Operating Officer


RA/aa
Encl./as

ACKNOWLEDGEMENT:                Bruce Lovett: /s/ BRUCE LOVETT
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Date Signed: 5-3-99             Anticipated start date: 5-3-99
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