Exhibit 10.2



[POWERCERV LOGO]

July 27, 2000

Mr. Michael Simmons
2849 Seabreeze Drive South
Gulfport, FL 33707

Dear Mike:

Per our most recent discussions, this letter reflects the final agreement
PowerCerv and you reached in connection with the separation of your employment
from PowerCerv Technologies Corporation. For purposes of this letter
(hereinafter, the Letter Agreement), the terms you or your collectively
refers to yourself and your heirs, executors, guardians, administrators,
successors, and assigns, and each of them, jointly and severally.
Additionally, the term PowerCerv collectively refers to PowerCerv
Technologies Corporation, its officers, directors, shareholders, employees, and
agents (in their individual and representative capacities), and its parent,
affiliated, predecessor, successor, subsidiary, and other related companies,
and each of them, jointly and severally. Any references to the parties
include you and PowerCerv. Also, any reference to your Employment Agreement
refers to the Executive Employment Agreement by and between PowerCerv and you
dated as of February 19, 1998 and the Amendment dated as of December 29, 1998.

The terms and conditions of this Letter Agreement are as follows:

1.   Pursuant to recent discussions, on June 1, 2000, PowerCerv provided you
notice of its termination of the Employment Agreement per section 9(a)(iii),
thereof. You and PowerCerv agree that the Termination Date, as referenced in
Section 10(a) of the Employment Agreement, shall be August 31, 2000.
Notwithstanding the foregoing, and per our conversation, you are not to provide
PowerCerv services as an employee or officer as set forth in the Employment
Agreement following the close of business on August 31, 2000. You agree,
however, over the next twelve (12) months, to provide reasonable phone
consulting to PowerCerv, during normal business hours, relative to matters you
worked on or had knowledge of during your time of employ.

2.   You will submit a letter of resignation to me on or about the date hereof.
PowerCerv and you agree that your separation of employment with PowerCerv was
effected per Section 9(a)(iii) of the Employment Agreement.

3.   You will further submit a letter of resignation from the Board of Directors
of PowerCerv Corporation and any of its direct or indirect subsidiaries and any
committees thereof, effective on a date determined by me. Further, your
resignation letter shall confirm that there are no outstanding issues or
comments against the company, and that your resignation is not due to any
disagreement with any such entity relating to the operations, policies or
procedures of PowerCerv Corporation or its direct or indirect subsidiaries.



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Corporate Headquarters  400 N. Ashley Drive  Suite 2700  Tampa, Florida 33602
Phone: (813) 226-2600  Telefax: (813) 222-0886  http://www.powercerv.com



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4.   PowerCerv will pay you the sum of $18,750.00 for twelve (12) months. The
first payment will be made on September 15, 2000 and the last payment will be
made on August 15, 2001. These payments will be made on the fifteenth of each
month. PowerCerv shall continue to provide you with your existing health,
welfare, life and disability insurance or benefits similar to those offered to
other members of senior management of PowerCerv, until August 31, 2001 or
until you obtain other employment providing comparable benefits, whichever
occurs first.

5.   In the event of a change of control of PowerCerv during the period PowerCerv
is obligated to pay the monthly cash payments as set forth in section 4 above,
such remaining obligation shall become due and payable to you within 30 days
from the closing of such change of control. A change of control shall mean a
sale, merger, or acquisition of all or substantially all of the assets of
PowerCerv to an unrelated third party.

6.   PowerCerv and you agree that as of August 31, 2000, your Stock Option
Agreement dated as of February 19, 1998 (the Option Agreement) shall be
vested in the amount of 750,000 shares at the option price contained therein
with no further vesting occurring. Section 8 of the Option Agreement is hereby
modified to reflect that PowerCerv and you agree that as of January 31, 2001,
such Option Agreement issued to you by PowerCerv shall immediately be cancelled
and terminated. Until such date, PowerCerv shall allow you to exercise the
options under the Option Agreement on a cashless transaction basis in
accordance with PowerCervs then applicable procedures and in accordance with
the standard PowerCerv Stock Option ISO Agreement. All other stock options
granted to you, whether ISO or Non-Statutory, other than the Option Agreement
shall be terminated as of the date hereof.

7.   You agree that these monies and the Option Agreement (described in
Paragraphs 4, 5 and 6 of this Letter Agreement), plus any funds you may have
contributed to PowerCervs 401(k) Profit Sharing Plan including amounts paid by
PowerCerv which have vested per the vesting schedule in the Plan, represent all
monies to which you may now or may hereafter be entitled to under the
Employment Agreement or otherwise from PowerCerv including but not limited to
back-pay, severance pay, wages, commissions, bonuses, vacation pay, benefits,
attorneys fees and damages of any nature whatsoever.

8.   Effective August 31, 2001, you will become eligible for standard COBRA
benefits (in accordance with the applicable federal requirements and
guidelines) at your own cost.

9.   As may be reasonably requested for a twelve (12) month period after the date
of this Letter Agreement, you agree to complete the orderly transition of all
of your accounts, prospective accounts and PowerCerv business matters to Marc
Fratello or his designee, and agree to assist PowerCerv at no cost or fee in
connection with any outstanding litigation to which you may be involved or have
knowledge. Provided PowerCerv shall pay your reasonable pre-approved expenses
associated with travel and lodging for such matters. You will also return to
PowerCerv all PowerCerv property,

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including office equipment, supplies,
customer and work files and related materials. Notwithstanding, PowerCerv
shall provide you with use of your existing computer until August 31, 2000.
Also, you will return all keys, cards and other similar type materials to
PowerCerv. Additionally, you hereby agree to comply with the terms and
conditions of Sections 12 and 13 of your Employment Agreement, which provisions
are incorporated herein by this reference. Further, you acknowledge that
PowerCerv has the right to continue to enforce Sections 12 and 13 of the
Employment Agreement. Notwithstanding the foregoing, the parties hereby agree
and acknowledge that the definition of a competing company in Section 13
(a)(III) is limited to those companies which are engaged in the development,
sales or marketing of ERP software or CRM software.

10.   You agree not to file any charges, claims, suits, complaints, or grievances
against PowerCerv with any federal, state, or local governmental agency, or in
any court of law, with respect to any aspect of your employment by, or
separation of employment from, PowerCerv, or wide respect to any other matter
whatsoever, whether known or unknown to you at the time of execution of this
Letter Agreement, with the exception of any claim that PowerCerv breached its
commitments to you under Paragraphs 4, 5 and 6 of this Letter Agreement.

11.   You agree to release and forever discharge PowerCerv of and from all
actions and causes of action, suits, debts, claims, and demands whatsoever, in
law or in equity, which you ever had, or may now have, with respect to your
employment by, or separation of employment from, PowerCerv, whether known or
unknown as of the date of this Letter Agreement, with the exception that
PowerCerv breached its commitments to you under Paragraphs 4, 5 and 6 of this
Letter Agreement.

12.   PowerCerv agrees to release and forever discharge you of and from all
actions and causes of action, suits, debts, claims, and demands whatsoever, in
law or in equity, which PowerCerv ever had, or may now have, with respect to
your employment with, or separation of employment with, PowerCerv, whether
known or unknown as of the date of this Letter Agreement, with the exception
that you breached your commitments to PowerCerv under this Letter Agreement.
Notwithstanding the foregoing, the release and discharge set forth in this
Paragraph 12 does not apply, and you hereby acknowledge that it does not apply,
to any obligation, responsibility, covenant or the like you have as set forth
in this Letter Agreement and your Employment Agreement.

13.   Each partys covenants and releases, as set forth in this Letter
Agreement, include a waiver of any and all rights or remedies which you ever
had, or may now have, against PowerCerv under any present or future federal,
state, or local statute or law, including, but not limited to, Floridas Laws
Against Discrimination, Title VII of the 1964 Civil Rights Act, 42 U.S.C.
§2000e, et seq.;the Age Discrimination in Employment Act of 1967, 29 U.S.C.
§621, et seq., as amended by the Older Worker Benefit Protection Act of 1990;
the 1866 Civil Rights Act, 42 U.S.C. § 1981; the Civil Rights Act of 1991, PL.
102-166; Americans with Disabilities Act, 42 U.S.C. §12101, et seq.;the Fair
Labor Standards Act of 1938, 29 U.S.C. §201, et seq.;the Equal Pay Act, 29
U.S.C. §206(d); the Family and Medical Leave Act of 1993, 29 U.S.C. §2601, et
seq.;the Occupational Safety and Health Act of 1970, 29 U.S.C. §553, et seq.;
the Employee Retirement Income

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Security Act of 1974, 29 U.S.C. §1001, et seq.;
the Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. §1161, et
seq.;Floridas Workers Compensation Law; and various state and local
constitutional and statutory provisions and human rights laws as well as the
laws of contract and tort.

14.   The parties agree that their covenants and promises made in this Letter
Agreement are in consideration of the payment and other promises made hereunder
by the other party.

15.   This Letter Agreement including all terms described herein shall remain
confidential and, except as otherwise required by law or pursuant to
discussions with attorneys or accountants, neither party has or shall disclose
the terms of this Letter Agreement to any person or entity without the prior
written consent of the other party.

16.   In the event that you, or any person, entity, or organization, breaches any
of your promises made in this Letter Agreement, and PowerCerv defends or
pursues any charge, suit, complaint, claim, or grievance as a result thereof,
you shall be liable to PowerCerv for all damages, attorneys fees, expenses,
and costs (including discovery costs) incurred by it in defending or pursuing
the same.

17.   In the event that PowerCerv, or any person, entity, or organization,
breaches any of its promises made in this Agreement, and you defend or pursue
any charge, suit, complaint, claim, or grievance as a result thereof, PowerCerv
shall be liable to you for all damages, attorneys fees, expenses, and costs
(including discovery costs) incurred by you in defending or pursuing the same.

18.   You hereby acknowledge that you have been advised of your right to
consult with legal counsel. You further acknowledge that you have entered into
this Letter Agreement voluntarily and of your own free will.

19.   The validity of this Letter Agreement and the rights and obligations of the
parties will be construed and determined in accordance with the laws of the
State of Florida; provided, however, that if any provision of this Letter
Agreement is determined by a court of competent jurisdiction to be in violation
of any applicable law or otherwise invalid or unenforceable, such provision
shall to such extent as it shall be determined to be illegal, invalid or
unenforceable under such law be deemed null and void, but this Letter Agreement
shall otherwise remain in full force and effect. This Letter Agreement may
only be modified or amended by a written document duly executed by both
parties.

20.   This Letter Agreement, together with its attachments referenced herein,
represent the entire understanding and agreement between the parties with
respect to the subject matter hereof, and supersede any and all prior
agreements, understandings, discussions, negotiations and undertakings, whether
written or oral, between you and PowerCerv with respect thereto.

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I believe this document, containing sections 1 through 20 as set forth
above, incorporates all of the terms and conditions discussed and agreed upon.
If you have any questions, I recommend you speak with your own legal counsel.
In order to proceed, and assuming your agreement with these terms and
conditions, please execute below indicating your express written acceptance.

| |  |                                                              
| |  | -------------------------------------------------------------
| |  | Very truly yours,                                            
|
| |  | POWERCERV TECHNOLOGIES CORPORATION                           
|
| |  | /s/ Marc Fratello
        Marc Fratello
Chairman of the Board

AGREED AND ACCEPTED:



/s/ Michael J.
Simmons
Michael J. Simmons, in his individual capacity



Date: August 1, 2000

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