**Exhibit 10.19****EMPLOYMENT AGREEMENT**This Employment Agreement (the “Agreement”) entered into this 31st day ofDecember 2006 (the “Effective Date”), is by and between, Continuum Systems Private Limited, acompany incorporated under the Companies Act, 1956, and having its registered office at 204, ChandiPlaza, 234-A, Sant Nagar, New Delhi — 110065, India with its principal place of business at DLFSupermart 1, Gurgaon, Haryana, (hereinafter referred to as the “Continuum”, which expression shall,unless repugnant to the context, include its successors and permitted assigns) and Jesper Lindorff,son of Helge Holst Lindorff, age 34, residing at E-26 Richmond Park, DLF Phase 4, Gurgaon 122002,Haryana, India, (hereinafter referred to as “the Employee”, which expression shall, unlessrepugnant to the context, include its heirs, legal representatives and permitted assigns) .**Recitals**:Whereas, Continuum had entered into an Employment Agreement dated December 31, 2006with the Employee to engage his services as Continuum’s Chief Executive Officer for a term of two(2) years which term will expire upon the effectiveness of this Agreement;Whereas, Continuum desires to continue the engagement of the services of the Employeeas its Chief Executive Officer and the Employee is willing to continue his employment withContinuum and render services to Continuum in consideration of the terms and conditions agreed toby the parties; andWhereas, the Board of Directors of Continuum (the “Board”) has approved thecontinuation of employment of the Employee as Chief Executive Officer of Continuum on the terms andconditions set forth in this Agreement;Now therefore, in consideration of the mutual covenants and promises containedherein, and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged by the parties hereto, Continuum agrees to employ the Employee, and the Employeeagrees to perform services for Continuum as an employee, upon the terms and conditions set forthherein.1. **Term**.The initial term of this Agreement shall begin on the Effective Date and be for a period oftwo (2) years (‘hereinafter referred to as the ‘Employment Term’), unless it is terminated earlieras provided herein. Beginning on the last date of the said two (2) year period, and on eachanniversary thereafter, unless it is terminated earlier as provided herein or Continuum deliverswritten notice to the Employee of its intention not to extend the Agreement at least ninety (90)days before such anniversary date, the term of this Agreement shall automatically be extended forone additional year. The mitigation offset provisions in clause 7 hereof, restrictive covenants inSection 9 hereof and the indemnification provisions in clause 12 shall survive the termination ofthis Agreement.2. **Title and Duties**. a. ***Chief Executive Officer.***The Employee shall be employed as Chief Executive Officer of Continuum. The Employee shallmanage and conduct the day-to-day business and affairs of Continuum with power to enter intocontracts on behalf of Continuum in the ordinary course of business and to do and perform all actsand things which in the ordinary course of business he may consider necessary or proper or in thebest interests of Continuum and shall perform such services consistent with his position. TheBoard has caused the appointment of the Employee to serve as the Chief Executive Officer ofContinuum and Employee shall have such responsibilities and authority as is commensurate with suchoffice and as may be prescribed by the Board and Articles of Association of Continuum. The Boardshall have the right to review and change the responsibilities of Employee from time to time as itmay deem necessary or appropriate, provided,however, that such responsibilities shall not be inconsistent with the Employee’s position asChief Executive Officer of Continuum.
 
 

 
 b. ***Quarterly Operating Budgets.***Within thirty days following the Effective Date, the Board shall, in good faith and inconsultation with the Employee, establish an operating budget for Continuum for the quarter endingMarch 31, 2007. Not later than fifteen days prior to each operating quarter beginning after March31, 2007, the Board shall, in good faith and in consultation with the Employee, establish anoperating budget for the next subsequent operating quarter. The Employee shall manage and operateContinuum in accordance with the terms of the applicable budget. Any material expenditure proposedto be made by Continuum which shall differ from the operating budget adopted by the Board shallrequire the approval of the Board, which approval shall not be unreasonably withheld.3. **Location**.The Employee’s place of employment shall be the offices of Continuum in Gurgaon, Haryana,India, or at such other location as mutually agreed between Employee and the Board.4. **Extent of Services**. a. ***Duty to Perform Services***.The Employee agrees not to engage in any business activities, whether for any profit, gain, orother pecuniary advantage, during the term of this Agreement except those that are for the benefitof Continuum and its group companies, and to devote 100% of his entire business time, attention,skill, and effort during business hours to the performance of his duties under this Agreement forContinuum and any corporation controlled by Caneum now or during the term of this Agreement.Notwithstanding the foregoing, the Employee may engage in charitable, professional and civicactivities at his own expense, that do not impair the performance of his duties to Continuum, asthe same may be changed from time to time. While employed by Continuum, the Employee may not serveon the board of directors of any other company except Continuum and its group companies. Nothingcontained herein shall prevent the Employee from managing his own personal investments and affairs,including, but not limited to, investing his assets in the securities of publicly traded andunlisted companies; provided, however, that the Employee’s activities do not constitute a conflictof interest, violate securities laws of India, or otherwise interfere with the performance of hisduties and responsibilities as described herein. The Employee agrees to adhere to Continuum’spublished policies and procedures, as adopted from time to time, affecting directors, officers,employees, and agents as applicable to him and shall use his best efforts to promote Continuum’sinterest, reputation, business and welfare within and outside the country. b. ***Corporate Opportunities***.The Employee agrees that he will not take personal advantage of any Continuum businessopportunities that arise during his employment with Continuum and that might be of benefit toContinuum. All material facts regarding such opportunities must be promptly reported to the Boardof Continuum for consideration.5. **Compensation and Benefits**. a. ***Base Salary***.The Employee’s annual base salary shall be Rs.789,600. The base salary shall be payable in 12(twelve) equal installments in accordance with Continuum’s standard payroll practices. TheEmployee’s annual base salary shall be further reviewed no less frequently than annually forincreases in the discretion of the Continuum Compensation Committee and/or Board, taking intoaccount the compensation level for employees with similar skills and responsibilities at companiesin the same industry comparable to Continuum, the financial condition of Continuum, and theEmployee’s value to Continuum relative to other members of the senior executive management ofContinuum; provided, however, that at notime during the term of this Agreement shall the Employee’s base salary be decreased from thebase salary then in effect except as part of a general program of salary adjustment by Continuumapplicable to all vice presidents and above.
 
2

 
 b. ***Other Benefits***.During the Employment Term, Employee will be entitled to participate in the employee benefitplans currently and hereafter maintained by Continuum of general applicability to other seniorexecutives of Continuum, including, without limitation, Continuum’s group medical, dental, vision,disability, life insurance, and flexible-spending account, in accordance with Continuum’s policy.In addition the Employee shall be entitled to all other statutory benefits applicable to Continuum.Continuum shall give credit for services rendered by the Employee to Continuum before the executionof this Agreement for the determination of his seniority and for computation of all benefits andpayments to be made to him by Continuum under this Agreement. c. ***Vacation***.Employee will be entitled to paid vacation of twenty days per year in accordance withContinuum’s vacation policy, with the timing and duration of specific vacations mutually andreasonably agreed to by the parties hereto. The Employee shall be entitled to public holidays withpay as per Continuum’s policy. d. ***Reimbursement of Business Expenses***.Continuum shall promptly reimburse the Employee for all travel, entertainment and otherexpenses incurred or paid by the Employee in connection with, or related to, the performance of hisduties, responsibilities or services under this Agreement, upon presentation by the Employee ofsuch supporting information and documentation as Continuum may reasonably request in accordancewith company policy.6. **Termination of Employment**. a. ***Termination Due to Death***.The Employee’s employment and this Agreement shall terminate immediately upon his death. Ifthe Employee’s employment is terminated due to his death, his estate or his beneficiaries, as thecase may be, shall be entitled to:(i) payment of any unpaid portion of his base salary through the date of suchtermination;(ii) reimbursement for any outstanding reasonable business expenses heincurred in performing his duties hereunder;(iii) any pension survivor benefits that may become due pursuant to anyemployee benefit plan or program of Continuum; and(iv) payment of any accrued but unpaid benefits, and any other rights, asrequired by the terms of any employee benefit plan or program of Continuum, thisAgreement, or any other agreement between Continuum and the Employee. b. ***Termination Due to Disability***.Continuum may terminate the Employee’s employment at any time if the Employee becomesdisabled, upon written notice by Continuum to the Employee. For all purposes under this Agreement,“Disability” shall mean that the Employee, at the time the notice is given, has been unable toperform his duties under this Agreement for a period of not less than ninety (90) days during any180-day period as a result of the Employee’s incapacity due to physical or mental illness. If theEmployee’s employment is terminated due to his disability, he shall be entitled to:(i) payment of any unpaid portion of his base salary through the date of suchtermination;
 
3

 
(ii) reimbursement for any outstanding reasonable business expenses he hasincurred in performing his duties hereunder;(iii) payment of any accrued but unpaid benefits, and any other rights, asrequired by the terms of any employee benefit plan or program of Continuum, thisAgreement, or any other agreement between Continuum and the Employee; and(iv) any pension survivor benefits that may become due pursuant to anyemployee benefit plan or program of Continuum. c. ***Termination for Cause****.*Continuum may terminate the Employee’s employment at any time for Cause, provided that itgives written notice of termination to the Employee as set forth below. If the Employee’semployment is terminated for Cause, as defined below, he shall be entitled to:(i) payment of any unpaid portion of his base salary through the date of suchtermination;(ii) reimbursement for any outstanding business expenses he incurred inperforming his duties hereunder; and(iii) payment of any accrued but unpaid benefits, and any other rights, asrequired by the terms of any employee benefit plan or program of Continuum, thisAgreement, or any other agreement between Continuum and the Employee.For purposes of this Agreement, a termination for ***“Cause”***shall mean: (i) the final conviction ofEmployee of, or Employee’s plea of guilty or *nolo contendere,*to any felony involving moralturpitude, (ii) the final conviction of Employee of, or Employee’s plea of guilty or *nolocontendere*to, any fraud, misappropriation, misfeasance, negligence or embezzlement by Employee inconnection with Employee’s duties to Continuum, or (iii) Employee’s willful failure or grossmisconduct in the performance of his duties to Continuum.If Continuum exercises its right to terminate the Employee for Cause, Continuum shall: (1)give the Employee written notice of termination at least thirty (30) days before the date of suchtermination specifying in detail the conduct constituting such Cause, and (2) deliver to theEmployee a copy of a resolution duly adopted by a majority of the entire membership of the Board,excluding interested directors, after reasonable notice to the Employee and an opportunity for theEmployee to be heard in person by members of the Board, finding that the Employee has engaged insuch conduct. d. ***Voluntary Termination****.*If the Employee voluntarily terminates his employment on his own initiative for reasons otherthan his death or disability or constructive termination without Cause, he shall be entitled to:(i) payment of any unpaid portion of his base salary upto the effective dateof such termination;(ii) reimbursement for any outstanding reasonable business expenses he hasincurred in performing his duties hereunder;(iii) payment of any accrued but unpaid benefits, and any other rights, asrequired by the terms of any employee benefit plan or program of Continuum , thisAgreement, or any other agreement between Continuum and the Employee.A voluntary termination under this paragraph shall be effective upon fifteen (15) days’ priorwritten notice to Continuum unless the parties mutually agree to extend the effective date.For purposes of this Agreement, constructive termination without Cause shall mean atermination of the Employee at his own initiative following the occurrence, without the Employee’sprior written consent, of one or more of the following events not on account of Cause:
 
4

 
(1) a reduction in the Employee’s then current base salary, or the termination orsignificant reduction of any benefit or perquisite enjoyed by Employee;(2) the failure of Continuum to obtain an assumption in writing of its obligation toperform under this Agreement by any successor to all or substantially all of the assets ofContinuum in connection with any merger, consolidation, sale or similar transaction inaccordance with clause 13 hereof. [Note: Transposed from deleted d. above.]7. **Mitigation and Offset**.If the Employee’s employment is terminated during the term of this Agreement pursuant to theprovisions of paragraph 6(d), above, the Employee shall be under no duty or obligation to seek oraccept other employment, and no payment or benefits of any kind due him under this Agreement shallbe reduced, suspended or in any way offset by any subsequent employment. The obligation ofContinuum to make the payments provided for in this Agreement shall not be affected by anycircumstance including, by way of example rather than limitation, any set-off, counterclaim,recoupment, defense, or other right that Continuum may assert, or due to any other employment orsource of income obtained by the Employee.8. **Entitlement to Other Benefits**.Except as expressly provided herein, this Agreement shall not be construed as limiting in anyway any rights or benefits the Employee, his spouse, dependents or beneficiaries may have pursuantto any other employee benefits plans or programs.9. **Confidentiality**.a. ***Definition***. “Confidential Information” means any non-public confidential information thatrelates to the actual or anticipated business or research and development of Continuum, technicaldata, trade secrets or know-how, including, but not limited to, research, product plans or otherinformation regarding Continuum’s products or services and markets therefor, customer lists andcustomers with whom Employee became acquainted directly as a result of providing Services duringthe term of this Agreement), software, developments, inventions, processes, formulas, technology,designs, drawing, engineering, hardware configuration information, marketing, finances or otherbusiness information. Confidential Information does not include information that (i) is known toEmployee at the time of disclosure to Employee by Continuum as evidenced by written records ofEmployee, (ii) has become publicly known and made generally available through no wrongful act ofEmployee or (iii) has been rightfully received by Employee from a third party who is authorized tomake such disclosure.b. ***Nonuse and Nondisclosure***. Employee will not, during or subsequent to the term of thisAgreement, (i) use the Confidential Information for any purpose whatsoever other than theperformance of the Services on behalf of Continuum or (ii) disclose the Confidential Information toany third party without the consent of Continuum. Employee agrees that all ConfidentialInformation will remain the sole property of Continuum. Employee also agrees to take reasonableprecautions to prevent unauthorized disclosure of such Confidential Information.c. ***Former Client Confidential Information***. Employee agrees that he will not, during the termof this Agreement, improperly use or disclose to Continuum any proprietary information or tradesecrets of any former or current employer of Employee or other person or entity with which Employeehas an agreement or duty to keep in confidence information acquired by Employee, if any. Employeealso agrees that Employee will not bring onto Continuum’s premises any unpublished document orproprietary information belonging to any such employer, person or entity unless consented to inwriting by such employer, person or entity.d. ***Third Party Confidential Information***. Employee recognizes that Continuum has received andin the future will receive from third parties their confidential or proprietary information subjectto a duty on Continuum’s part to maintain the confidentiality of such information and to use itonly for certain limited purposes. Employee agrees that, during the term of this Agreement andthereafter,Employee owes Continuum and such third parties a duty to hold all such confidential orproprietary information in the strictest confidence and not to disclose it to any person, firm orcorporation or to use it except as necessary in carrying out the Services for Continuum consistentwith Continuum’s agreement with such third party.
 
5

 
e. ***Return of Materials***. Upon the termination of this Agreement, or upon Continuum’s earlierrequest, Employee will deliver to Continuum all of Continuum’s property, including but not limitedto all electronically stored information and passwords to access such property, or ConfidentialInformation that Employee may have in Employee’s possession or control; provided, however, thatEmployee may retain a copy of such materials for archival purposes.10. **Arbitration**.Any controversy, dispute or claim arising out of or relating to this Agreement or breachthereof shall first be settled through good faith negotiation. If the dispute cannot be settledthrough negotiation, the parties may refer the dispute to arbitration of a sole arbitrator inaccordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitrationproceedings shall be held at New Delhi, India and shall be conducted in the English language.Awards relating to any dispute shall be final and binding on the Employee and Continuum. TheParties agree and undertake to carry out any decision or award of the arbitrator relating to suchdispute without delay. The arbitrator shall give a reasoned decision or award. Each party shallbear its own cost for the arbitration proceedings.12. **Indemnification**.Continuum agrees that if the Employee is made a party, or is threatened to be made a party, toany action, suit or proceeding, whether civil, criminal, administrative, or investigative (a“Proceeding”), by reason of the fact that he is or was a director, officer or employee ofContinuum, or is, or was, serving at the request of Continuum as a director, officer, member,employee or agent of another corporation, partnership, limited liability company, joint venture,trust or other enterprise, including service with respect to employee benefit plans, whether or notthe basis of such Proceeding is the Employee’s alleged action in an official capacity while servingas a director, officer, member, employee or agent, the Employee shall be indemnified and heldharmless by Continuum to the extent permitted by applicable law in India or authorized byContinuum’s articles of association . To the extent consistent with the foregoing, this obligationto indemnify the Employee and hold him harmless shall continue even if he has ceased to be adirector, officer, member, employee or agent of Continuum or other such entity described above, andshall inure to the benefit of the Employee’s heirs, executors and administrators. To the extendpermitted by applicable Indian law, or the articles of incorporation, Continuum shall advance tothe Employee all reasonable costs and expenses incurred by him in connection with a proceedingwithin ten (10) days after receipt by Continuum of a written request for such advance. Suchrequest shall include an undertaking by the Employee to repay the amount of such advance if itshall ultimately be determined by a final court of law having jurisdiction that the Employee is notentitled to be indemnified against such costs and expenses.Neither the failure of Continuum (including its Board, independent legal counsel orstockholders) to have made a determination before such Proceeding concerning payment of amountsclaimed by the Employee under the paragraph above that indemnification of the Employee is properbecause he has met the applicable standards of conduct, nor a determination by Continuum (includingits Board, independent legal counsel or stockholders) that the Employee has not met such applicablestandards of conduct, shall create a presumption that the Employee has not met the applicablestandards of conduct.13. **Assignability and Binding Nature**.No rights or obligations under this Agreement may be assigned or transferred by Continuumexcept that such rights or obligations may be assigned or transferred pursuant to a merger orconsolidation in which Continuum is not the continuing entity, or the sale or liquidation of all orsubstantially all of the assets of Continuum, provided that the assignee or transferee is thesuccessor to all or substantially all of the assets of Continuum and such assignee or transfereeassumes the liabilities, obligations, and duties of Continuum, as contained in this Agreement,either contractually or as a matter of law and provided that theEmployee agrees to such assignment. Continuum further agrees, that in the event of a sale ofassets or liquidation as described in the foregoing sentence, it shall take whatever action it islegally entitled to take in order to cause the assignee or transferee to expressly assume theliabilities, obligations, and duties of Continuum under this Agreement. Notwithstanding any suchassignment, Continuum shall not be relieved from liability under this Agreement. No rights orobligations of the Employee under this Agreement may be assigned or transferred by the Employee,other than his right to receive compensation and benefits, provided such assignment or transfer isotherwise permitted by law.
 
6

 
14. **Notices**.All notices required or permitted hereunder shall be in writing and shall be deemed effective:(1) upon personal delivery; (2) by facsimile upon confirmation of transmission by facsimile; or (3)in the case of delivery by internationally recognized overnight delivery service, when received,addressed as follows:If to ***Continuum***to:2nd Floor, Chandi Plaza