**Exhibit 10.31**

|   | Apar Infotech Corporation            |
|--------|--------------------------------------|
|   | 2581 Washington Road, Suite 232 |
|   | Pittsburgh, PA 15241                 |
|   | Phone 412-851-1000                   |
|   | Fax 412-851-1585                     |
|   | www.apar.com                         |
|   | December 1st, 1999              |

 

Mr. Shashank Samant3044/1247 Lakeside DriveSunnyvale, CA 94086 USA

Dear Shashank,

We are pleased to offer you the position of SeniorVice President (E-Commerce Division) with Apar Infotech Corporation (the “Company”)starting January 15th,2000 or earlier. The terms and conditions of your employment with the Companyare set forth below. Your employment is contingent upon your agreement to theseterms and conditions, as evidenced by your signing the acknowledgment copy ofthis letter and returning it to us before you join the company.

1. **Business ofCompany**. The Companyis in the business of providing computer programming, engineering andconsulting services to customers (the “Customers”) on a contract basis. Itprovides such services primarily through its employees. The Company seeks toprovide the highest level of service to its Customers by recruiting, locating,training and retaining employees who have and/or will develop the high level ofcomputer programming, engineering and consulting skills necessary to fullyservice it Customers’ needs.

2. **Duties**. In the portfolio of Sr. VicePresident—E-Commerce Division, you will be responsible for the world-wideSales, Marketing and Strategy activities of APAR’s business in Client-ServerComputing, E-Commerce Computing and making strategic alliances. Your domainwill include but not limited to Consulting, Projects and Products. You willalso have responsibility for the Profit-and-Loss (P&L) of the world-wideE-Commerce Division. In above capacity, you will report to ‘President—AparInfotech Corporation.’  You are requiredto comply with all the rules, regulations and procedures of the Company.

3. **Compensation andBenefits**. Yourcompensation will consist of a base amount of $175,000 per annum with aguaranteed bonus of $6250 per quarter. All compensation is subject toapplicable taxes and withholdings. The base amount of your compensation will bepaid twice a months: on the first of each month for your services during thefirst fifteen days (1st to 15th)of the prior month, and on the fifteenth of each month for your services duringthe last 15 days (16th to 31st)of the prior month. Commissions will be paid according to the currentCommission Plan. You and your immediate family will be entitled to receivehealth/dental benefits as are available from time to time for employees of theCompany.

4. **Review ofCompensation**. Yourperformance will be reviewed at the end of your first twelve months ofemployment and annually thereafter. You will be required to provide reportsconcerning your work activities from time to time as required.

5. **Employment-At-Will**. Your employment with the Company ison an at-will basis. Subject to the Notice of Termination provisions below, youor the Company may terminate your employment, with or without cause, atanytime.

6. **Notice ofTermination**. Exceptin cases of termination by the Company due to your willful misconduct ornon-performance, either party may terminate this agreement between your date ofjoining and March 31, 2000 without notice. However, either party mustprovide 15 days advance notice of termination of employment. In the Agreement,the word “termination” includes, but is not limited to, 

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resignation, dismissal,incapacity and any other form by which your employment with the Company ceases.In case of termination, the Company also agrees to pay a minimum of six-monthgross compensation (calculated per clause ‘3’) as severance to you.

7. **Repayment ofRelocation Expenses**. Inthe event you resign, with six months of the effective date of your employment,you agree to repay any relocation expenses incurred by the Company inconnection with your initial employment.

8. **ConfidentialInformation**. Duringthe course of your employment, you will learn and/or be privy to confidentialinformation of the Company and/or its Customers. Preservation of the secrecy ofsuch confidential and proprietary information is of great value and importanceto the Company and its Customers. You therefore agree that, both during youremployment and at all times thereafter, you will no directly or indirectly useor disclose any such confidential or proprietary information, except with priorwritten approval from the Company and/or its Customers, as the case may be. Youalso may receive documents, files or other materials (including computergenerated or stored matters) which contain confidential or proprietaryinformation of the Company and/or its customers. You agree to return all suchdocuments, files and materials, and any and all copies thereof, beforetermination of your employment. Finally, to the extent that you have agreed toconfidentiality or non-disclosure agreements in prior employment relationships,you agree to comply with such agreements and to not use or disclose theconfidential and proprietary information of others in connection with youremployment by the Company.

9. **Ownership ofIntellectual Property**.You agree that all inventions, improvements, developments and/or discoveries(whether or not patentable), and all works of authorship (whether or notcopyrightable) (hereinafter collectively “Intellectual Property”), which youcreate or make as part of your duties within the Company, whether solely orjointly with another or others, shall be the sole and exclusive property of theCompany and/or its Customers or their respective successors, assigns ornominees, as determined by the Company and it Customers (“the Owner”). Youfurther agree that you shall promptly and fully disclose all such IntellectualProperty and shall execute, acknowledge and deliver, upon request of the Ownerand without further compensation, either during or subsequent to youremployment, all instruments which are desirable or necessary to prosecute anapplication for and to acquire, maintain and enforce all patents, copyrights orregistrations covering such Intellectual Property in all countries. Moreover,you hereby convey, assign and transfer your entire right, title and interest inand to such Intellectual Property to the Owner and otherwise agree to cooperateas necessary to perfect the Owner’s right and ownership therein.

10. **Non-Solicitationof Customers**. In thecourse of your employment, you will develop in-depth knowledge of the company,its Customers and it employees. You will also develop relationships of specialtrust and confidence with the Company’s Customers and its employees. Informationabout the Company and its relationships of trust and confidence with itsCustomers are of great value and importance to the Company and are the Company’sexclusive benefit. To protect these important interests during your employmentyou shall not directly or indirectly expropriate any corporate opportunities orotherwise engage in any conduct adverse to the best interests of the Companyand is relationships with its Customers.

11. **Non-Solicitationof the Company’s Employees**. Duringyour employment, and for a one (1) year period following termination ofyour employment for whatever reason, you shall not, directly or indirectly,solicit the services of (or otherwise deal in a manner adverse to the Company)any employee of the Company or induce such employees to terminate his or heremployment.

12. **Rights andRemedies Upon Breach**.If you breach, or threaten to a breach, any material terms and conditionshereof, then the Company shall have the following rights and remedies, each ofwhich shall be independent of the other and severally enforceable, and all ofwhich rights and remedies shall be in addition to, and not in lieu of, anyother rights and remedies available to the Company under law or in equity.

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13. **SpecificPerformance**. Theright and remedy to have all provisions of the agreement specifically enforcedby any court having equity jurisdiction, including obtaining an injunction toprevent any continuing violation thereof, it being acknowledged and agreed thatany such breach or threatened breach will cause irreparable injury to theCompany and that money damages will be difficult to ascertain and will notprovide an adequate remedy to the Company.

14. **Damages, Costsand Attorneys Fees**. Ifyou are found to have breached this agreement by a court of competentjurisdiction, you shall be liable for and agree to pay the Company: i) alldamages suffered by the Company as a result of your breach and ii) all costsand reasonable attorneys fees incurred by the Company to enforce its rightsunder this agreement.

15. **RemediesCumulative; Waiver; Continued Effect**. All remedies specified herein or otherwise available shall becumulative and in addition to any and every other remedy provided hereunder ornow or hereafter available. Waiver of any term or condition of this agreementby any party shall not be construed as a waiver of a subsequent breach orfailure of the same term of condition; or a waiver of any other term orcondition of this agreement.

16. **Governing Law**. You recognize that the Company’sHuman Resources and other administrative departments are headquartered inPittsburgh, Pennsylvania and that this agreement was executed by the Company inPittsburgh, Pennsylvania and that it is a legitimate business interest of theCompany to have all employees’ agreements in the form of this agreementinterpreted consistently so that the Company and all employees may know of thelegal implications thereof. Accordingly, you agree that this agreement shall beinterpreted and enforced in accordance with the laws of the Commonwealth ofPennsylvania, exclusive of its provisions relating to conflicts of laws. Inaddition, you hereby submit to the jurisdiction of the federal and/or statecourts, as the case may be, sitting in Allegheny County, Pennsylvania, inconnection with any action arising from or relating to the enforcement,interpretation or application of the terms of this agreement.

17. **Assignability**. You specifically acknowledge andagree that in the event the Company should undergo any change in ownership orchange in structure or control, or should the Company transfer some or all ofits assets to another entity, the provisions of this agreement and the right toenforce the same contained herein may be assigned by the Company to any company,business, partnership, individual or entity, and that you will continue to bebound by the terms hereof.

18. **Entire Agreement**. This agreement embodies the entireagreement and understanding between the Company and you and supersedes allprior agreements and understandings relation to the subject matter hereof.

19. **Counterparts**. This agreement may be executed in multiple counterparts, each ofwhich shall have the force and effect of an original.
| Agreed to and accepted with the express  intent to be legally bound |                                        | APAR INFOTECH CORPORATION                                                                                        |
|---------------------------------------------------------------------|---------------------------------------------|------------------------------------------------------------------------------------------------------------------|
| /s/  SHASHANK SAMANT                                                |                                        | /s/  RAJEEV SRIVASTAVA                                                                                           |
| Shashank Samant                                                     |                                        |                Rajeev Srivastava President |
| Date:                                                               |       12/1/99 |                                                                                                             | Date: |       12/1/99 |
|                                                                     |                                             |                                                                                                                  |  |  |

 

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