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                                                                   Exhibit 10.28

July 3, 1997




Michael Seashols
2805 St. James Road
Belmont, CA 94002

Dear Mike:

Thank you for your interest in joining ENlighten Software Solutions, Inc. as
Chairman of the Board. We feel you will be a tremendous asset to the Company. As
such, I'd like to extend the invitation for board membership to you at this
time. This offer is subject to formal approval of the full Board of Directors.

The terms we are proposing for your relationship with the Company is outlined
below:

In addition to your regular work schedule of at least one day per week, we
anticipate that there will be four regular board meetings per year and perhaps
special meetings called throughout the year as situations requiring such
meetings arise. Reasonable travel and other expenses in connection with your
activities will be reimbursed to you under normal Company policies. Included in
your compensation package will be 100,000 non-qualified options which will allow
you to purchase ENlighten Software Solutions, Inc. common stock at $1.01 per
share. These options will vest monthly with full vesting one year from the date
of grant. Accelerated vesting of these options will occur upon a change in
control of the Company, or the occurrence of an Acceleration Event, as defined
below. The term of your initial board membership will be for one year. The
Company will sign a standard indemnity agreement with you and has industry
standard Directors and Officers insurance for a company of our size.

In addition to the initial option grant, you will be afforded the opportunity of
an additional grant of 100,000 non-qualified options during your term as
Chairman upon the occurrence of an Acceleration Event, as defined below. These
options will be granted at 85% of fair market value on the date of the
Acceleration Event, and will provide monthly vesting with full vesting two years
from date of grant.

You will be granted an additional 100,000 non-qualified options provided the
Company and you mutually agree that you continue serving as Chairman for an
additional year, effective September 1, 1998. These options will be granted at
85% fair market value on September 1, 1998, and will provide monthly vesting
with full vesting two years from date of grant.


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Mr. Michael Seashols
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As used in this document, an "Acceleration Event" is defined as the occurrence
of one of the following:

        -       the ninety day rolling average of the stock price of the Company
                exceeds $6.00 per share; or

        -       two of the following three events occur

                -       completion of a satisfactory sale of the Tandem business

                -       obtaining outside equity financing for the Company the

                -       consummation of two (2) strategic deals with major
                        partners

We are very excited about your joining the board and look forward to working
with you in the years to come. If this proposal is acceptable, please sign and
return a copy of this letter to me.

Very truly yours,
ENlighten Software Solutions, Inc.



Peter J. McDonald
Chairman and CEO

ACCEPTED:



_________________________________           Date: _________________