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                                                                   EXHIBIT 10.31


July 15, 1998

Mr. Bill Bradley
3535 S. Sherman Street, Suite 700
Englewood, CO 80110


Dear Bill:

I am pleased to offer you a position with Enlighten Software Solutions, Inc.
(the "Company") as Vice President, Business Development (pending Board
approval), commencing on July 28, 1998. Your compensation is outlined in
Attachment A to this letter, which will be paid in accordance with the Company's
normal payroll procedures. As an Enlighten Software Solutions employee, you may
also receive, in accordance with each applicable plan document, certain employee
benefits including: incentive stock options (60,000 options initially,
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. The grant date and price of the incentive stock options will be set at
the next Board of Directors meeting following your start date.

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.

For purposes of federal immigration law, you will be required to provide to
Enlighten Software Solutions documentary evidence of your identity and
eligibility for employment in the United States. Such documentation must be
provided to us within three (3) business days of your date of hire, or our
employment relationship with you may be terminated.

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 Mateo, 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.



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Enlighten Software Solutions, Inc.
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(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.

(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. This offer will remain valid until July 22, 1998.

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

AGREED TO AND ACCEPTED                      AGREED TO AND ACCEPTED


--------------------------------            --------------------------------
David D. Parker                             Bill Bradley
President and CEO

Dated:________/________/_______             Dated:________/________/_______



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Enlighten Software Solutions, Inc.
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ATTACHMENT A



                      VICE PRESIDENT, BUSINESS DEVELOPMENT
                            1998 COMPENSATION PROGRAM



This document defines the compensation program for the position of Vice
President, Business Development at Enlighten Software Solutions, Inc. This
position is responsible for identification, engagement and closure of key
business alliances. These business alliances are intended to provide revenue
opportunities for the Company through bundling or distribution partnerships,
and/or business opportunities for the Company through merger or acquisition. 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 $4,166.66 per pay period.

           2.         Quarterly Bonuses: For the year ending December 31, 1998,
                      you will earn quarterly bonuses of $7,500.00 each quarter
                      provided the Company attains predetermined earnings
                      targets established by the Company's Compensation
                      Committee. The current earnings targets for each remaining
                      quarter of 1998 will be provided to you.

TERMINATION PROVISIONS

           3.         Benefits Upon Voluntary Termination: In the event that you
                      voluntarily resign from your employment with the Company
                      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:

                                 (i) 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:

                                 A. 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.




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Enlighten Software Solutions, Inc.
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                                 (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 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:

                                 A. 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;

                                 B. a merger or consolidation in which the
                      Company is a party;

                                 C. the sale, exchange, or transfer of all or
                      substantially all of the assets of the Company; or

                                 D. a liquidation or dissolution of the Company.

           5.         Accelerated Vesting Following a Change in Control:

                                 (i) In the event of a Change in Control you
                      shall be entitled to the following:

                                 B. full vesting of the 60,000 stock options
                      granted to you upon your hiring.

           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.