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                                                                   EXHIBIT 10.37



December 8, 1999

Mr. Stephen Giusti

Los Gatos, CA 95032


Dear Steve:



I am pleased to offer you a position with Enlighten Software Solutions, Inc.
(the "Company") as Vice President, Finance and Administration and Chief
Financial Officer, commencing on December 8, 1999. Your compensation is outlined
in Attachment A to this letter, which will be paid in accordance with the
Company's normal payroll procedures. Continuing as an Enlighten Software
Solutions employee, you will continue to receive, in accordance with each
applicable plan document, certain employee benefits including: incentive stock
options (40,000 options granted prior to this date, 20,000 options granted as of
this date in accordance with the Board of Directors Unanimous Consent dated
December 8, 1999, and additional options may be granted annually), participation
in the employee stock purchase plan, medical insurance, dental insurance, 401(k)
plan, an accrued 20 days paid personal time off during each year of employment
(to be used as vacation, sick leave, etc.), plus paid public holidays recognized
by the Company.

You should be aware that your employment with Enlighten Software Solutions is
for no specific period. As a result, you are free to resign at any time, for any
reason or no reason. Similarly, the Company is free to conclude its relationship
with you at any time, with or without cause. Termination benefits are outlined
in Attachment A to this letter.

In the event of any dispute or claim relating to or arising out of our
employment relationship, you and Enlighten Software Solutions agree that all
such disputes shall be fully and finally resolved by binding arbitration
conducted by the American Arbitration Association in San Francisco, California,
HOWEVER, we agree that this arbitration provision shall not apply to any
disputes or claims relating to or arising out of the misuse or misappropriation
of Enlighten Software Solutions' trade secrets or proprietary information.

(a) You agree that, while you are an Enlighten Software Solutions employee, you
will not, directly or indirectly, work for, advise, consult, render services to
or invest directly or indirectly in any individual or entity (in any capacity)
which directly or indirectly engages in any business in which Enlighten Software
Solutions is engaged at the time of such work, advice, consultation, rendering
of services or investment. None of the forgoing shall restrict any direct or
indirect investments in any publicly traded company, provided such investment
does not exceed 5% of the company's total voting shares.

(b) You further agree that for a period of two (2) years after termination of
your employment with Enlighten Software Solutions, you will not, directly or
indirectly, hire, or in any other manner persuade an employee, dealer or
customer of the Company to discontinue that person's relationship with or to
Enlighten Software Solutions as an employee, dealer or customer, as the case may
be.



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Enlighten Software Solutions, Inc.
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(c) We both agree that: (i) the services to be rendered by you are special,
unique, and of an extraordinary character; (ii) because of the nature of the
business of Enlighten Software Solutions, and the types of information which you
will obtain with respect to the business of Enlighten Software Solutions, it
would be impractical or extremely difficult to determine actual damages in the
event of a breach of you promises in this letter; and (iii) resulting damages
would not adequately compensate Enlighten Software Solutions.

Accordingly, if you commit such a breach or threaten such a breach the Company
shall have the right to have the provisions of this agreement specifically
enforced by any court having equity jurisdiction without the posting of a bond
or other security, since such a breach or threatened breach would cause
irreparable injury to Enlighten Software Solutions.

(d) The above mentioned right is an addition to, and not in lieu of, any other
rights and remedies available to Enlighten Software Solutions under law or in
equity.

(e) This covenant shall be construed as a series of separate covenants, one for
each of the fifty-eight (58) counties in California, for each state in the
United States, and for each nation outside the United States.

To indicate your acceptance of Enlighten Software Solutions' offer, please sign
and date both letters in the space provided below and return them to me. This
letter, between you and Enlighten Software Solutions, sets forth the terms of
your employment with Enlighten Software Solutions and supersedes any prior
representations or agreements, whether written or oral. This letter may not be
modified or amended except by a written agreement, signed by Enlighten Software
Solutions and by you.

We look forward to working with you at Enlighten Software Solutions.

AGREED TO AND ACCEPTED                        AGREED TO AND ACCEPTED



--------------------------------              --------------------------------
Bill Bradley                                  Stephen Giusti
President and CEO                             Controller and Acting CFO

Dated:        /        /                      Dated:        /        /
      -------  -------- -------                     -------  -------- -------



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Enlighten Software Solutions, Inc.
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ATTACHMENT A


                                   CONTROLLER
                            1999 COMPENSATION PROGRAM



This document defines the compensation program for the position of Controller at
Enlighten Software Solutions, Inc. The total targeted compensation is made up of
your base salary and quarterly bonuses.

COMPENSATION

        1.      Base Salary: Your base salary is $100,000 per year, this will be
                paid through the regular semi-monthly company payroll at
                $4,166.67 per pay period.

        2.      Quarterly Bonuses: For the year ending December 31, 1999, your
                quarterly bonus program will be as follows:

                a) Quarterly bonuses of $5,000.00 each calendar quarter based
                upon MBO targets to be determined by the CEO.

                b) Additional bonuses may be earned for extraordinary
                performance at the discretion of the Compensation Committee of
                the Board of Directors.

TERMINATION PROVISIONS

        3.      Benefits Upon Voluntary Termination: In the event that you
                voluntarily resign from your employment with the Company (unless
                such resignation is for Good Reason), or in the event that your
                employment terminates as a result of your death or disability,
                you shall be entitled to no compensation or benefits from the
                Company other than those earned under paragraphs 1 and 2 above
                through the date of your termination.

        4.      Termination Following a Change in Control:

                a) In the event of a Change in Control and your employment is
                terminated by the Company or its successor within ninety (90)
                days of such Change in Control, other than for cause, or you
                terminate your employment because of a change in duties, you
                shall be entitled to the following:

                        (i). a termination severance package equal to six (6)
                months of your then current base salary, or $50,000, whichever
                is greater. Such severance package shall be payable within
                thirty (30) days of your termination of employment with the
                Company.

                        (ii) For purposes of this Agreement a "Change of
                Control" shall mean an Ownership Change in which the
                shareholders of the Company before such Ownership Change do not
                retain, directly or indirectly, at least a majority of the





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                beneficiary interest in the voting stock of the Company after
                such transaction or in which the Company is not the surviving
                corporation. For purposes of this Agreement an "Ownership
                Change" shall be deemed to have occurred in the event any of the
                following occurs with respect to the Company:

                        (1)     the direct or indirect sale or exchange by the
                                shareholders of the Company of more than fifty
                                percent (50%) of the stock of the Company;

                        (2)     a merger or consolidation in which the Company
                                is a party;

                        (3)     the sale, exchange, or transfer of all or
                                substantially all of the assets of the Company;
                                or

                        (4)     a liquidation or dissolution of the Company.

        5.      Accelerated vesting following a change in control: In the event
                of a Change in Control you shall be entitled to full vesting of
                all stock options granted to you prior to December 31, 1999.

        6.      Exclusive Remedy: Subject to paragraph 4 above, you shall be
                entitled to no further compensation for any damage or injury
                arising out of the termination of your employment by the
                Company.

        7.      Successors and Assigns: This Agreement shall inure to the
                benefit of and be binding upon the Company and its successors
                and assigns. In view of the personal nature of the services to
                be performed by you under this Agreement, you shall not have the
                right to assign or transfer any of your rights, obligations, or
                benefits under this Agreement.