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                                                                   EXHIBIT 10.16

                              EMPLOYMENT AGREEMENT

      This Employment Agreement (the "Agreement"), is made effective as of
February 19, 2003 (the "Effective Date") by and between John D. Gregg
("Employee") and Indus International, Inc. ("Company"). Because Company desires
to employ Employee and because Employee desires to be employed by Company, both
parties, in consideration of the mutual and exchanged promises and agreements
contained herein and of wages paid and services rendered hereunder, hereby agree
as follows:

      SECTION 1. EMPLOYMENT.

      (a) Subject to the terms contained in this Agreement, Company hereby
employs Employee and Employee hereby accepts such employment. Initially,
Employee shall have the title of President, Utilities Business Unit, reporting
to the Executive Vice President of Worldwide Operations, or such other senior
executive as may be designated by the Company, though this position and title
subsequently may be changed by Company as Company or its needs grow or change.
Employee shall perform all duties assigned by the Company. Employee shall devote
his full business time and best efforts exclusively to rendering services on
behalf of Company. Employee agrees to perform faithfully, industriously, and to
the best efforts of Employee's experience and talent all of the duties that may
be required by the express and implicit terms of this Agreement, to the
reasonable satisfaction of Company. Such duties shall be provided at such
place(s) and time(s) as Company may require.

      (b) Employee recognizes that he owes a duty of loyalty to Company and he
agrees that, while he is employed by Company pursuant to this Agreement, he
shall not be engaged in any other business. Employee shall provide Company with
all information, suggestions and recommendations Employee conceives or learns
regarding Company's business that could be of benefit to Company. Employee shall
refrain from any activity or action that creates a conflict of interest with
Company, creates the appearance of a conflict of interest with Company or
reasonably could be expected to have a detrimental effect upon any aspect of
Company's performance or upon Employee's ability to perform his duties. Employee
shall not accept any position as a director, trustee or other affiliate of any
business organization, or as a director or trustee of any civic or charitable
organization without the prior written approval of the Sr. Director of Human
Resources of Company.

      SECTION 2. COMPENSATION AND BENEFITS.

      (a) Base Salary. While employed hereunder, Employee shall be paid a salary
at the annual rate of Two Hundred Thousand Twelve Dollars ($212,000.00), less
withholding for taxes and deductions for other appropriate items ("Base
Salary"). Employee's Base Salary shall be paid in accordance with the Company's
payroll practices. Any salary adjustments shall be in the discretion of the
Executive Vice

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President of Worldwide Operations and the Senior Director of Human Resources. In
addition to the base salary described above. Except as otherwise provided
herein, all compensation payments will cease upon termination of this Agreement;
provided, however, that Employee shall be paid for all time worked prior to the
termination.

      (b) Bonus. In addition to the Base Salary, Employee may receive a
performance bonus during each year of employment with the Company under this
Agreement equal to an amount, of up to fifty percent (50%) of Base Salary;
provided, however, that, the payment of any such bonus shall be subject to
Employee's continued employment with the Company through the end of the
applicable Company fiscal year and shall be prorated for the months of service
during the applicable fiscal year. Such performance bonus, if any, shall be
determined by the Board of Directors or the Compensation Committee based upon
its evaluation of performance relative to the business plan and other pertinent
considerations. Employee understands and agrees that the Company may change,
amend or discontinue the bonus program at its sole discretion with or without
advance notice.

      (c) Employee Benefit Plans. Except as otherwise provided in this
Agreement, Employee shall be entitled to participate in all employee welfare and
benefit programs, if any, maintained by the Company to the same extent and under
the same conditions as other employees of the Company. Employee understands and
agrees that the Company may change, amend or discontinue entirely any employee
benefit at any time, with or without advance notice, at its sole discretion.

      (d) Stock Options. The Company will recommend to the Board of Directors or
the Compensation Committee that, at the earliest practicable date following the
Effective Date, Employee be granted a stock option, which will be, to the extent
possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code
of 1986, as amended (the "Code"), intended to be an incentive stock option" (as
defined in Section 422 of the Code), to purchase One Hundred Fifty Thousand
(150,000) shares of the Company's Common Stock at an exercise price equal to the
per share market value of the Company's Common Stock on the date of the grant
(the "Option"). The Option will vest as to 25% of the shares subject to such
option on the first anniversary of the date of grant, and as to 25% of the
shares subject to such option each year thereafter, so that the Option will be
fully vested and exercisable four (4) years from the date of grant, subject to
Employee's continued service to the Company on the relevant vesting dates. The
Option will be subject to the terms, definitions and provisions of the Company's
1997 Stock Plan and a stock option agreement to be entered into between Employee
and the Company.

      SECTION 3. TERMINATION.

      (a) This Agreement may be terminated by the Company or the Employee at any
time and for any reason.

      (b) In the event the Company terminates this Agreement "Without Cause" (as
defined herein) and Employee signs and does not revoke a standard release of
claims with the Company, then, subject to the last sentence of this paragraph,
Employee shall be

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entitled to receive as severance an amount equal to nine (9) months of
Employee's then-current Base Salary (less applicable withholding taxes), payable
over a period of nine (9) months from the date of such termination in accordance
with the Company's standard payroll policies. Upon any breach of Sections 4 or 5
of this Agreement, all severance payments pursuant to this Agreement shall
immediately cease and any payments already made shall be repaid by Employee to
the Company.

      (c) For purposes of this Agreement, "Without Cause" means a termination of
this Agreement other than for "Cause," and "Cause" means (i) an act of
dishonesty made by the Employee in connection with such Employee's
responsibilities as an employee, (ii) the Employee's arrest for, conviction of,
or plea of nolo contendre to, a felony, which the Board reasonably believes had
or will have a material detrimental effect on the Company's reputation or
business, (iii) the Employee's gross misconduct, (iv) the Employee's commission
of fraud that the Board reasonably believes had or will have a material
detrimental effect on the Company's reputation or business, (v) the Employee's
continued substantial violations of such Employee's duties as an employee after
the Employee has received a written demand for performance from the Company
which specifically sets forth the factual basis for the Company's belief that
the Employee has not substantially performed such Employee's duties.

      SECTION 4. NONDISCLOSURE OF TRADE SECRETS AND CONFIDENTIAL INFORMATION.

      (a) Trade Secrets Defined. As used in this Agreement, the term "Trade
Secrets" shall mean all secret, proprietary or confidential information
regarding Company or Company activities that fits within the definition of
"trade secrets" under the Georgia Trade Secrets Act. Without limiting the
foregoing or any definition of Trade Secrets, Trade Secrets protected hereunder
shall include all source codes and object codes for Company software and all
website design information to the extent that such information fits within the
Georgia Trade Secrets Act. Nothing in this Agreement is intended, or shall be
construed, to limit the protections of the Georgia Trade Secrets Act or any
other applicable law protecting trade secrets or other confidential information.
"Trade Secrets" shall not include information that has become generally
available to the public by the act of one who has the right to disclose such
information without violating any right or privilege of Company. This definition
shall not limit any definition of "trade secrets" or any equivalent term under
the Georgia Trade Secrets Act or any other state, local or federal law.

      (b) Confidential Information Defined. As used in this Agreement, the term
"Confidential Information" shall mean all information regarding Company,
Company's activities, Company's business or Company's clients that is not
generally known to persons not employed (as employees or independent agents) by
Company, that is not generally disclosed by Company practice or authority to
persons not employed by Company and is the subject of reasonable efforts to keep
it confidential. Confidential Information shall include, but not be limited to
product code, product concepts, production techniques, technical information
regarding Company products or services,

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production processes and product/service development, operations techniques,
product/service formulas, information concerning Company techniques for use and
integration of its website and other products/services, current and future
development and expansion or contraction plans of Company, sale/acquisition
plans and contacts, marketing plans and contacts, information concerning the
legal affairs of Company and certain information concerning the strategy,
tactics and financial affairs of Company. "Confidential Information" shall not
include information that has become generally available to the public by the act
of one who has the right to disclose such information without violating any
right or privilege of Company. This definition shall not limit any definition of
"confidential information" or any equivalent term under the Georgia Trade
Secrets Act or any other state, local or federal law.

      (c) Nondisclosure of Confidential Information. During Employee's
employment hereunder and for a period of one (1) year after Employee's
employment with Company terminates for any reason, Employee shall not directly
or indirectly transmit or disclose any Trade Secrets or Confidential Information
to any person, concern or entity, or make use of any such Confidential
Information, directly or indirectly, for himself or for others, without the
prior express written consent of the Chief Employee Officer of Company. During
the term of this Agreement and perpetually thereafter, for so long as the
information remains a Trade Secret, Employee shall not directly or indirectly,
for himself or for others, without the prior express written consent of the
Chief Employee Officer of Company, transmit or disclose any Trade Secrets to any
person, concern or entity, or make use of any such Trade Secrets. Employee
warrants that he has not disclosed or used for his own benefit or the benefit of
anyone other than Company any Confidential Information or Trade Secrets prior to
the execution of this Agreement.

      (d) Enforceability of Covenants. Employee and Company agree that
Employee's obligations under these nondisclosure covenants are separate and
distinct from other provisions of this Agreement, and a failure or alleged
failure of Company to perform their obligations under any provision of this
Agreement or other agreements with Company shall not constitute a defense to the
enforceability of these nondisclosure covenants. Nothing in this provision or
this Agreement shall limit any rights or remedies otherwise available to Company
under federal, state or local law.

      SECTION 5. NONRECRUITMENT, NONSOLICITATION AND NONCOMPETITION COVENANTS.

      (a) Nonrecruitment of Employees. In consideration of the compensation and
benefits being paid and to be paid by Company to Employee hereunder, Employee
hereby agrees that, during employment with Company and for one (1) year after
the termination of Employee's employment, Employee shall not, directly or
indirectly solicit or recruit for employment or encourage to leave employment
with Company, on his own behalf or on behalf of any other person or entity other
than Company or any affiliate of Company, any person with whom Employee worked
during Employee's employment and who performed services for Company clients or
worked on Company products or services while employed by Company and who has not
thereafter ceased to be employed by

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Company for a period of at least one (1) year. Employee agrees to exercise his
best efforts to prevent any of the activities listed in this section from
occurring.

      (b) Nonsolicitation of Customers. In consideration of the compensation and
benefits being paid and to be paid by Company to Employee hereunder, Employee
hereby agrees that, during his employment with Company and for one (1) year
after the termination of Employee's employment, Employee shall not, directly or
indirectly, on behalf of himself or of anyone other than Company, solicit,
divert away, take away or attempt to solicit or take away any Customer or
Potential Customer of Company for purposes of providing or selling products or
services that are competitive with those provided by Company, if Company is then
still engaged in the provision or sale of that type of good or service. For
purposes of this covenant, "Customer" means any individual or entity to whom
Company has provided goods or services and with whom Employee had, alone or in
conjunction with others, Material Contact during the one (1) year prior to the
termination of Employee's employment and "Potential Customer" means any
individual or entity to whom the Company has actively sought to sell products or
services within the one (1) year immediately prior to the termination of
Employee's employment and with whom Employee had Material Contact on the
Company's behalf during that same time period. For purposes of this covenant,
Employee had "Material Contact" with a customer if (i) Employee had business
dealings with the customer on the Company's behalf; (ii) Employee was
responsible for supervising or coordinating the dealings between the customer
and the Company; or (iii) Employee obtained Trade Secrets or Confidential
Information (such terms having the same meanings as defined in Section 4 above,
but in each case relating to the Customer or Potential Customer) about the
customer as a result of Employee's association with the Company.

      (c) Noncompetition. During the term of Employee's employment with the
Company, and for a period of one (1) year thereafter, Employee shall not,
without the prior written consent of the Board, which consent may be withheld at
the sole discretion of the Board, engage or participate in, as a business
executive or equity owner of any business or enterprise that directly competes
in the Business of the Company within the Restricted Area. For purposes of this
Section 5(c), the "Business" means the design, product development, sale,
marketing, implementation or support of computer software products and services
in the areas of enterprise asset management and customer information systems.
For purposes of this Section 5(c), the "Restricted Area" shall be the area that
is within a fifty (50) mile radius of the City of Atlanta, and within a _fifty
(50) mile radius of the following cities where Employee is responsible for
carrying out the Business Activities on behalf of Company: Columbia, South
Carolina [NOTE: Indus to consider adding other cities}. Nothing in this Section
5(c) shall prohibit Employee from acquiring or holding, for investment purposes
only, less than five percent (5%) of the outstanding publicly traded securities
of any corporation which may compete directly or indirectly with the Company.

      (d) Enforceability of Covenants. Employee acknowledges that the Company
has a present and future expectation of business within the geographic areas
served by the Company and from the present and proposed customers of the
Company.

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Employee acknowledges the reasonableness of the term, geographic area and scope
of the covenants set forth in this Agreement, and agrees that he will not, in
any action, suit or other proceeding, deny the reasonableness of, or assert the
unreasonableness of, the premises, consideration or scope of the covenants set
forth herein. Employee further acknowledges that complying with the provisions
contained in this Agreement will not preclude him from engaging in a lawful
profession, trade or business, or from becoming gainfully employed. Employee and
Company agree that Employee's obligations under the above covenant are separate
and distinct under this Agreement, and the failure or alleged failure of Company
to perform its obligations under any other provisions of this Agreement shall
not constitute a defense to the enforceability of this covenant. Employee agrees
that any breach of this covenant will result in irreparable damage and injury to
Company and that Company will be entitled to injunctive relief in any court of
competent jurisdiction without the necessity of posting any bond. Employee also
agrees that he shall be responsible for all damages incurred by Company due to
any breach of the restrictive covenants contained in this Agreement and that
Company shall be entitled to have Employee pay all costs and attorneys' fees
incurred by Company in enforcing the restrictive covenants in this Agreement.

      SECTION 6. OWNERSHIP OF PROTECTED WORKS.

      (a) Protected Works. The term "Protected Works" as used in this Agreement
means any and all ideas, inventions, formulas, source codes, object codes,
techniques, processes, concepts, systems, programs, software, software
integration techniques, hardware systems, schematics, flow charts, computer data
bases, client lists, trademarks, service marks, brand names, trade names,
compilations, documents, data, notes, designs, drawings, technical data and/or
training materials, including improvements thereto or derivatives therefrom,
whether or not patentable, or subject to copyright or trademark or trade secret
protection, developed and produced by Employee pursuant to this Agreement or
other agreements between Employee and Company and used or intended for use by or
on behalf of Company, or Company's clients.

      (b) Ownership and Assignment of Protected Works. Employee agrees that any
and all Protected Works developed by Employee during his employment or other
engagement with Company under this Agreement and during his employment with, or
other engagement by Company prior to the execution of this Agreement (whether as
employee or independent contractor) are the sole property of Company, and that
no compensation in addition to the amounts set forth in Section 2 of this
Agreement is due to Employee for development or transfer of such Protected
Works. Employee hereby assigns and agrees to assign all of his respective
rights, title and interest in Protected Works, including all patents or patent
applications, and all copyrights therein, to Company. Employee further agrees at
Company's request and without further consideration, but at the expense of
Company, that Employee will communicate to Company any facts known to Employee
and testify in any legal proceedings, sign all lawful papers, make all rightful
oaths, execute all divisional, continuing, continuation-in-part, or reissue
applications, all assignments, all registration applications and all other
instruments or papers to carry into full force and effect, the assignment,
transfer and

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conveyance hereby made or intended to be made and generally do everything
possible for title to the Protected Works and all patents or copyrights or
trademarks or service marks therein to be clearly and exclusively held by
Company. Employee agrees that he will not apply for any state, federal, or other
jurisdiction's registration of rights in any of the Protected Works and that he
will not oppose or object in any way to applications for registration of same by
Company or others designated by Company. Employee agrees to exercise reasonable
care to avoid making the Protected Works available to any third party. Employee
also agrees that he shall be liable to Company for all damages, including
reasonable attorneys' fees and other expenses of litigation, if the Protected
Works are made available to third parties in any manner by Employee without the
express written consent of Company.

      (c) Employee agrees to disclose and describe to Company, as soon as
possible after their creation, (i) all copyrightable works, databases, data and
other "Protected Works," as defined in subsection (a) above, which are created
by Employee, either alone or with others, during the term of Employee's
employment, or in connection with the formation of Company, and (ii) all
Protected Works which are based in whole or in part upon Confidential
Information or Trade Secrets and are created by Employee, either alone or with
others, within one (1) year after Employee's leaving Company's employ.

      (d) There is no other contract or duty on Employee's part now in existence
to assign Protected Works to anyone other than Company. Employee will not
disclose or induce Company to use any confidential information or material that
Employee is now or shall become aware of which belongs to anyone other than
Company. During Employee's employment by Company, Employee will not engage in
any employment, consulting or other activity in any business competitive with
Company's business as presently conducted or as conducted at any future time
during Employee's employment.

      SECTION 7. RIGHTS TO MATERIALS AND RETURN OF MATERIALS.

      All records, files, software, software code, memoranda, reports, price
lists, customer lists, drawings, plans, sketches, documents, technical
information, information on the use, development and integration of software,
and the like (together with all copies of such documents and things) relating to
the business of Company, which Employee shall use or prepare or come in contact
with in the course of, or as a result of, Employee's employment or other
engagement by Company shall, as between the parties to this Agreement, remain
the sole property of Company. Laptop computers, other computers, software and
related data, information and things provided to Employee by Company or obtained
by Employee, directly or indirectly, from Company, also shall remain the sole
property of Company. Upon the termination of Employee's employment or upon the
prior demand of Company, Employee shall immediately return all such materials
and things to Company and shall not retain any copies or remove or participate
in removing any such materials or things from the premises of Company after
termination or Company's request for return.

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      SECTION 8. INVENTIONS, DISCOVERIES AND IMPROVEMENTS.

      (a) Employee will promptly disclose and describe to Company (i) all
inventions, improvements, discoveries and technical developments, whether or not
patentable, made or conceived by Employee, either alone or with others
("Inventions"), during the term of Employee's employment with Company or other
engagement with Company, provided that Company shall receive such information in
confidence and (ii) all Inventions which are based in whole or in part upon
Confidential Information or Trade Secrets and are made or conceived by Employee,
either alone or with others, within one (1) year after Employee's leaving
Company's employ. All such Inventions, whether patentable or unpatentable, made,
devised or discovered by Employee, whether by himself or jointly with others,
which relate or pertain in any way to the business of Company, shall be used
solely for the benefit of Company and become and remain their sole and exclusive
property. Employee agrees to execute an assignment to Company or its nominee of
Employee's entire right, title and interest in and to such Inventions made or
conceived by Employee, either alone or with others, during the term of
Employee's employment or within one (1) year after Employee's leaving Company's
employ, and to execute any other instruments and documents that may be requested
by Company for the purpose of applying for and obtaining patents with respect to
such Inventions in the United States and in all foreign countries. Employee
further agrees, whether or not in the employ of Company, to cooperate to the
extent and in the manner reasonably requested by Company in the prosecution or
defense of any patent claims or any litigation or other proceedings involving
any such Inventions, but all of Employee's reasonable expenses in connection
with such litigation or other proceedings shall be paid by Company.

      (b) If a patent application or copyright registration is filed by Employee
or on Employee's behalf during Employee's employment or other engagement with
Company, whether before or after execution of this Agreement, or within one (1)
year after Employee's leaving Company's employ, describing an Invention within
the scope of Employee's work for Company or which otherwise relates to a portion
of Company's business of which Employee had knowledge during Employee's
employment with Company, it is to be conclusively presumed that the Invention
was conceived by Employee during the period of such employment.

      (c) There is no other contract or duty on Employee's part now in existence
to assign Inventions other than to Company. Employee will not disclose or induce
Company to use any confidential information or material that Employee is now or
shall become aware of which belongs to anyone other than Company. During
Employee's employment by Company, Employee will not engage in any employment,
consulting or other activity in any business competitive with Company's business
as presently conducted or as conducted at any future time during Employee's
employment.

      (d) Employee warrants and represents that attached to this Agreement as
Exhibit A and incorporated in this Agreement by reference is a complete list of
all inventions, whether owned by Employee or by others, conceived by Employee
prior to Employee's employment by Company, that these are the only inventions
which are not

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subject to this Agreement, and that Employee has not conceived or reduced to
practice any invention not described on such Exhibit A.

      SECTION 9. WORKS MADE FOR HIRE.

      Company and Employee acknowledge that in the course of Employee's
employment (as employee or independent contractor) by Company, Employee may from
time to time create, and has previously created, for Company copyrightable
works. Such works may consist of manuals, pamphlets, instructional materials,
computer programs, software, software integration techniques, software codes,
and data, technical data, photographs, drawings, logos, designs, artwork or
other copyrightable material, or portions thereof, and may be created within or
without Company's facilities and before, during or after normal business hours.
All such works related to or useful in the business of Company are specifically
intended to be works made by hire by Employee, and Employee shall cooperate with
Company in the protection of Company's copyrights in such works and, to the
extent deemed desirable by Company, the registration of such copyrights.

      SECTION 10. COMPLIANCE WITH POLICIES AND LAWS.

      (a) Policies. Employee agrees to comply with any and all Company policies,
work rules or standards of conduct and pledges to observe order and discipline
of work.

      (b) Laws. Employee agrees to abide by the laws of the United States and
all other applicable jurisdictions and to exercise good judgment in the best
interest of Company.

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      SECTION 11. ARBITRATION AGREEMENT.

      With the exception of any dispute arising under Sections 4, 5, 6, 7, 8 and
9 of this Agreement, Company and Employee agree that any dispute arising in
connection with, or relating to, this Agreement or the termination of this
Agreement, to the maximum extent allowed by applicable law, shall be subject to
resolution through informal methods and, failing such efforts, through
arbitration. Either party may notify the other party of the existence of a
dispute by written notice as described below in Section 12(d). The parties shall
thereafter attempt in good faith to resolve their differences within thirty (30)
days after the receipt of such notice. If the dispute cannot be resolved within
the 30-day period, either party may file a written demand for arbitration with
the other party. The arbitration shall proceed in accordance with the terms of
the Federal Arbitration Act and the rules and procedures of the American
Arbitration Association. A single arbitrator shall be appointed through the
American Arbitration Association's procedures to resolve the dispute.

      The parties agree that in the event arbitration is necessary, the laws of
the State of Georgia and any applicable federal law shall apply. The place of
the arbitration shall be Atlanta, Georgia.

      The award of the arbitrator shall be binding and conclusive upon the
parties. Either party shall have the right to have the award made the judgment
of a court of competent jurisdiction in the State of Georgia.

      SECTION 12. MISCELLANEOUS.

      (a) Severability. The covenants set forth in this Agreement shall be
considered and construed as separate and independent covenants. Should any part
or provision of any covenant be held invalid, void or unenforceable in any court
of competent jurisdiction, such invalidity, voidness or unenforceability shall
not render invalid, void or unenforceable any other part or provision of this
Agreement. If any portion of the foregoing provisions is found to be invalid or
unenforceable by a court of competent jurisdiction because of its duration, the
territory, the definition of activities or the definition of information covered
is invalid or unreasonable in scope, the invalid or unreasonable term shall be
redefined, or a new enforceable term provided, such that the intent of Company
and Employee in agreeing to the provisions of this Agreement will not be
impaired and the provision in question shall be enforceable to the fullest
extent of the applicable laws.

      (b) Waiver. The waiver by any party to this Agreement of a breach of any
of the provisions of this Agreement shall not operate or be construed as a
waiver of any other or subsequent breach.

      (c) Withholding of Taxes. Company may withhold from any amounts payable
under this Agreement all federal, state, city or other taxes and withholdings as
shall be required pursuant to any applicable law, rule or regulation.

                                      -10-
<PAGE>

      (d) Notice. For purposes of this Agreement, all communications including,
without limitation, notices, consents, requests or approvals, provided for
herein shall be in writing and shall be deemed to have been duly given when
personally delivered or five (5) business days after having been mailed by
United States registered mail or certified mail, return receipt requested,
postage prepaid, addressed to Company (to the attention of the Secretary of the
Company) at its principal Employee office or to Employee at his principal
residence, or to such other address as any party may have furnished to the other
in writing and in accordance herewith, except the notices of change of address
shall be effective only upon receipt.

      (e) Governing Law. This Agreement shall be deemed to be made in and shall
in all respects be interpreted, construed and governed by and in accordance with
the laws of the State of Georgia (without giving effect to the conflict of law
principles thereof). No provision of this Agreement or any related documents
shall be construed against, or interpreted to the disadvantage of, any party
hereto by any court or any governmental or judicial authority by reason of such
party having, or being deemed to have, structured or drafted such provision.

      (f) Entire Agreement. This Agreement is intended by the parties hereto to
be the final expression of their agreement with respect to the subject matter
hereof and this is the complete and exclusive statement of the terms of their
agreement, notwithstanding any representations, statements or agreements to the
contrary heretofore made. This Agreement supersedes any former agreements
governing the same subject matter. This Agreement may be modified only by a
written instrument signed by each of the parties hereto expressly stating that
it is intended to amend this Agreement. Nothing in this Agreement or Employee's
employment shall be construed to give Employee any rights, of ownership or
otherwise, in any Protected Works, Inventions, Works Made for hire or other
software, hardware, data or systems that he creates or obtains, or has created.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

COMPANY                                        EMPLOYEE

By: /s/ Diane Brown                            /s/ John D. Gregg III
    ---------------                            ---------------------
Title: Senior Director, Human Resources

3/6/03                                         2/19/03
------                                         -------
 DATE                                           DATE

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