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                                                                 Exhibit 10.19


                        SEPARATION AND RELEASE AGREEMENT


         THIS SEPARATION AND RELEASE AGREEMENT (this "Agreement"), dated
September 17, 2002, is entered into by SEEC, INC. (hereinafter referred to as
"SEEC") and JOHN D. GODFREY ("Godfrey").

                              W I T N E S S E T H :

         WHEREAS, SEEC and Godfrey are parties to an Employment Agreement dated
March 10, 2000 pursuant to which Godfrey has been employed as Vice President
(the "Employment Agreement"); and

         WHEREAS, Godfrey and SEEC have agreed that a "Triggering Event" as
defined in the Employment Agreement has occurred and so to terminate their
working relationship and the Employment Agreement effective on September 30,
2002 and to modify the terms thereof in the manner set forth herein.

         NOW, THEREFORE, in consideration of the promises contained herein, and
with the intent to be legally bound, the parties agree as follows:

         1. Termination of Employment. Effective on September 30, 2002, Godfrey
shall cease to be an employee of SEEC and to hold any office, position or
signature authority in SEEC, including any SEEC subsidiary or affiliate, and the
parties hereby confirm that the Employment Agreement will be terminated as of
that date.

         2. Termination of Benefits. Godfrey agrees all SEEC salary payments
shall cease and terminate as September 30, 2002. Godfrey may continue to
participate in the Company's group dental, life and long-term disability
insurance programs, or benefits substantially similar thereto, through March 31,
2003, at no cost to Godfrey except for contributions, if any, that Godfrey had
been making toward such insurances prior to termination of employment. After
March 31, 2003 Godfrey will be eligible to continue benefits at his cost through
COBRA.

         3. Incentive Stock Options. The parties confirm that SEEC has
heretofore granted to Godfrey incentive stock options for 36,000 shares of SEEC
Common Stock pursuant to SEEC's 1997 Stock Option Plan. As of September 30,
2002, options for 17,500 of such shares will have vested (10,000 at an exercise
price of $16.25 and 7,500 at an exercise price of $4.00). Godfrey's options for
these 17,500 shares shall be exercisable until September 30, 2003 and will
terminate if not exercised on or before that date in accordance with the 1997
Stock Option Plan. Godfrey hereby surrenders and forfeits to SEEC all of his
outstanding stock options for the remaining 18,500 shares, all of which are
hereby canceled and no longer exercisable.

         4. Severance Benefit and Other. The parties agree that Godfrey is
entitled to the "Severance Benefits" set forth in Article VII of the Employment
Agreement under the provisions of the definition of "Triggering Event." In
addition to those benefits, SEEC will pay Godfrey $5,000 as additional
consideration. Accordingly, SEEC shall pay Godfrey $79,250, payable in five (5)
semi-monthly installments of $15,850 at SEEC's regularly scheduled pay dates,
beginning on or about October 31, 2002 and extending to and including the pay
date of December 31, 2002. Each payment will be subject to applicable
withholding taxes. Earned and unused vacation through September 30, 2002 will be
paid to Godfrey, net of applicable withholding taxes, at the earliest regular
SEEC pay date following verification of the vacation days to



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Separation and Release Agreement
September 17, 2002

be paid. Additional incentive compensation of $2,500 earned and unpaid at
September 30, 2002 will be paid to Godfrey on October 31, 2002

         5. Release. Without limiting the other provisions of this Agreement,
Godfrey, for and on behalf of himself, his heirs, executors, administrators,
successors and assigns, hereby fully and finally releases and discharges SEEC,
its shareholders, investors, predecessors, subsidiaries and affiliated companies
and its and their officers, directors, shareholders, employees and agents, and
its and their respective successors and assigns (hereinafter collectively
referred to as the "SEEC Released Parties"), of and from any and all manner of
action, causes of action, legal proceedings, lawsuits, dues, accounts, bonds,
covenants, contracts, agreements and compensation (including without limitation
stock options), whether in law or in equity, in contract or in tort, under
statute or at common law, whether now known or unknown, which Godfrey ever had
or now has by reason of any matter, cause or thing whatsoever from the beginning
of the world to the date of this Agreement arising from, or in any way relating
to, the employment relationship between Godfrey and SEEC, the Employment
Agreement or the termination of his employment relationship with SEEC (but not
this Agreement). This release includes, but is not limited to, any and all
claims under Pennsylvania Human Relations Act, Title VII of the Civil Rights Act
of 1964, as amended, 42 U.S.C. Section 2000, et seq., the Age Discrimination in
Employment Act, 29 U.S.C. Section 601, et seq., the Americans with Disabilities
Act, and any claims for attorneys' fees under these acts or any other law.

         6. Release. SEEC hereby fully and finally releases and discharges
Godfrey and his heirs, executors, administrators and assigns, of and from any
and all manner of actions, causes of action, legal proceedings, lawsuits, dues,
accounts, bonds, covenants, contracts and agreements, whether in law or in
equity, in contract or in tort, under statute or at common law, whether now
known or unknown, which SEEC ever had or now has by reason of any matter, cause
or thing whatsoever from the beginning of the world to the date of this
Agreement arising from, or in any way relating to, the employment relationship
between Godfrey and SEEC, the Employment Agreement, or the termination of his
employment relationship with SEEC (but not this Agreement).

         7. Confidentiality. Both SEEC and Godfrey will keep the terms of this
Agreement confidential and will not communicate or disclose such terms to any
individual or entity, except their attorneys, or, in Godfrey's case, to his
spouse, financial adviser, attorney or accountant, or in SEEC's case, to
individuals reasonably required to implement this Agreement. Prior to any
disclosure permitted in the preceding sentence, the party making such disclosure
shall inform the recipient that the information shall be treated as confidential
and that the recipient shall be similarly bound by that commitment.

          8. Survival of Employment Agreement Provisions. The parties
acknowledge and agree that, without limiting the provisions hereof, pursuant to
Article VI, Section 5 of the Employment Agreement, Article III (Inventions,
Discoveries and Improvements), and Section IV (Confidentiality of Proprietary
Data) shall survive termination of the Employment Agreement.

          9. Return of Company Property. Godfrey hereby agrees to promptly, but
in any event no later than 5:00 p.m. on September 30, 2002, deliver to SEEC all
property in his possession owned or leased by SEEC, including without limitation
the laptop computer, security cards, telephone calling card and SEEC credit
cards provided to Godfrey by SEEC and any unused airline tickets. SEEC agrees,
subject to vendor approval, that Godfrey may purchase for $100 the SEEC cell
phone in his possession and assume the on-going contract with the vendor.
Through September 30, 2002, Godfrey shall have access to his current office and
any SEEC equipment necessary to perform his duties hereunder. SEEC agrees to
reimburse Godfrey for any unreimbursed travel and


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other expenses upon submission by Godfrey to SEEC of appropriate documentation
evidencing the same.

         10. Right to Counsel. BY EXECUTING THIS AGREEMENT, GODFREY HEREBY
ACKNOWLEDGES THAT SEEC HAS ADVISED HIM THAT HE HAS FORTY-FIVE (45) DAYS FROM THE
DATE HE FIRST RECEIVED THIS AGREEMENT TO CONSULT AN ATTORNEY REGARDING THE TERMS
AND CONDITIONS OF THIS AGREEMENT. GODFREY FURTHER ACKNOWLEDGES THAT SEEC HAS
URGED HIM TO SEEK LEGAL COUNSEL IN REGARD TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND HAS ALSO ADVISED HIM THAT HE HAS SEVEN (7) DAYS AFTER THE DATE OF
THE EXECUTION OF THIS AGREEMENT TO REVOKE HIS ACCEPTANCE OF THIS AGREEMENT.

         11. Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties and supersedes all prior oral and written
agreements or understandings between the parties. The provisions of this
Agreement are severable, and if any part of it is found to be unenforceable, the
other paragraphs shall remain fully valid and enforceable.

         12. Governing Law. This Agreement shall be construed by and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.

         IN WITNESS WHEREOF, and intending to be legally bound, the undersigned
have hereunto set their hands and seals this 27th day of October, 2002.

                                            SEEC, INC.




                                            By: /s/  Ravindra Koka
                                                --------------------------






                                                   /s/  John D. Godfrey
                                                ---------------------------



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