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                                                   December 16, 1996

Mr. Mark Himelstein
12256 Candy Court
Saratoga, CA 95070


Dear Mark:

I am pleased to offer you a position with ENlighten Software Solutions,
Incorporated as a Vice President of Engineering (pending Board Approval),
commencing on December 23, 1996. 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 will also
receive, in accordance with each applicable plan document, certain employee
benefits including: incentive stock options (25,000 options to be issued prior
to December 31, 1996 and 25,000 options to be issued at the board meeting
following your start date, in no case later than January 31, 1997, 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. The price of the incentive stock options will be set at the dates of
grant following your start date as indicated above. The options granted to you
in this letter will have an extended period for exercise post-termination from
the standard thirty (30) days to one (1) year. As a Vice President, you will be
covered under the Company's existing Directors and Officers liability insurance.

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 with three (3) business days of your date of hire, or our
employment relationship with you may be terminated.

As a condition of employment you may be required to work outside of the office
at client sites from time to time. Additionally, you may be required to pass
security clearance procedures, although this is not a condition of employment.

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.

 (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.
Page 2

(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 your promises in this letter; and (iii) resulting damages
would not adequately compensate ENlighten Software Solutions.

Accordingly, if you commit such a breach or threaten to commit 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 bond or other security, since any such breach or threatened breach
would cause irreparable injury to ENlighten Software Solutions.

(d) The above-mentioned right is in 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 December 20, 1996.

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

AGREED TO AND ACCEPTED                      AGREED TO AND ACCEPTED


_______________________________             _______________________________
Michael A. Morgan                           Mark I. Himelstein

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


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ENlighten Software Solutions, Inc.
Page 3

ATTACHMENT A

                           VICE PRESIDENT ENGINEERING
                              COMPENSATION PROGRAM

This document defines the compensation program for the position of Vice
President Engineering at ENlighten Software Solutions, Inc. (the "Company"). The
total targeted compensation is made up of your base salary and deferred
compensation/bonus. The total targeted compensation is $156,000, excluding any
stock options.

COMPENSATION

         1.       Base Salary: Your base salary is $140,000 per year, this will
be paid through the regular semi-monthly company payroll at $5,833.33 per pay
period.

         2.       Deferred Compensation/Bonus: For the year ending December 31,
1997, your deferred compensation/bonus program will be as follows:

                  (a)      Quarterly bonuses of $4,000 based upon accomplishment
                           of management objectives and payable 30 days after
                           the end of the quarter;

                  (b)      2,500 options per quarter, granted at the Board
                           meeting following your employment, based upon
                           accomplishments of management objectives;

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

                  Due to plan restrictions, some or all of the options granted
in 2(b) above will be issued outside the Company's 1992 Employee Stock Option
Plan. Any options issued outside the plan will unregistered securities. The
Company will register any such options with any other security registration the
Company may do following the grant of unregistered options. In the event of your
termination, the Company will register any unregistered options held by you
within twelve months of your termination date.

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.       Benefits Upon Other Termination: You agree that your
    employment may be terminated by the Company at any time, with or without
    cause. In the event of the termination of your employment by the Company for
    the reasons set forth below, you shall be entitled to the following:

                  (a)      Termination for Cause: If you employment is
                           terminated by the Company for cause as defined below,
                           you shall be entitled to no compensation or benefits
                           from the Company other than those earned under
                           paragraphs 1 and 2 through the date of your
                           termination.

                           For purposes of this Agreement, a termination "for
                           cause" occurs if you are terminated for any of the
                           following reasons:


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ENlighten Software Solutions, Inc.
Page 4

                           (i)      theft, dishonesty, or falsification of any
                                    employment or Company records;

                           (ii)     violation of Confidentiality and Inventions
                                    Agreement;

                           (iii)    any intentional act by you which causes
                                    loss, damage, or injury to the Company's
                                    property, reputation, employees, or
                                    business;

                  (b)      Termination of Other Than Cause: If your employment
                           is terminated by the Company for any reason other
                           than cause, you shall be entitled to the following
                           separation benefits:

                           (i)      a termination severance package equal to
                                    three (3) months of your then current base
                                    salary, or $35,000 whichever is greater.
                                    Such severance package shall be payable in
                                    three (3) equal installments, each due
                                    respectively within thirty (30), sixty (60),
                                    and ninety (90) days of your termination of
                                    employment with the Company.

                  (a)      Termination for Good Reason: If your employment is
                           terminated by you for good reason you shall be
                           entitled to the separation benefits outlined in
                           paragraph 4(b).

                           For purposes of this Agreement, a termination "for
                           good reason" occurs if you terminate your employment
                           as a result of the Company, without your consent:

                           (i)      reducing your salary or benefits, title, or
                                    authority;

                           (ii)     relocating your place of performance of
                                    services outside a sixty (60) mile radius of
                                    San Mateo; or

                           (iii)    directing you to violate a reasonable and
                                    normal code of business ethics so as to
                                    cause loss, damage, or injury to your
                                    property or reputation, or the property or
                                    reputation of clients or customers of the
                                    Company.

         1.       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.

         2.       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.