INDUSTRI-MATEMATIK INTERNATIONAL CORP.
                      901 Market Street, Suite 475
                          Wilmington, DE 19801


                                        August 5, 2002 as at July 8, 2002

Ms. Lin Johnstone
[ADDRESS]
[ADDRESS]
[ADDRESS]

Dear Ms. Johnstone:

     We are writing to set forth the terms of your engagement by Industri-
Matematik International Corp. ("IMIC").

          1.     Position and Duties:  You shall be the President (Chief
Executive Officer) of IMIC and all of its direct and indirect subsidiaries
(IMIC and such subsidiaries collectively, "IMIC Group").  In such position,
you shall report to, and you shall be subject to, the direction of the Board
of Directors of IMIC.  You shall perform all duties and accept all
responsibilities incidental to such position or as may be assigned to you by
the Board of Directors of IMIC, and you shall cooperate fully with the Board
of Directors.

          2.     Term:  Either IMIC or you may terminate your engagement at
any time on 30 days' notice, your engagement being "at will," provided that
IMIC may relieve you of all of your duties during such 30-day period, but
IMIC shall not be relieved of any obligation to compensate you during such
30-day period.

          3.     Compensation:  As payment for your services, you shall
receive 27,334 Pounds (sterling) per month payable in advance and such stock
options as the Board of Directors, in its sole discretion, shall grant to
you.  Since you are acting in a sole trader capacity, the amount payable to
you shall be subject to United Kingdom value added tax payable by IMIC and
you shall receive no other benefits, including, but not limited to, health
insurance and pension benefits, otherwise made available or paid to any other
employee of IMIC.

          4.     Place of Employment:  IMIC maintains principal offices in
Stockholm Sweden, and Mt. Laurel, New Jersey, and it is anticipated you will
spend time at those locations as well as at other IMIC offices, at customer
sites, and industry conferences throughout the world.  You will make such
business trips as are reasonably required in connection with the performance
of your services.

          5.     Expense Reimbursement:  You shall be reimbursed for all
travel and travel-related expenses incurred by you in connection with your
performance of your services consistent with IMIC's policies.

               6.A.     Acknowledgment:  You acknowledge that:  (i) your
engagement as an employee of IMIC will bring you into close contact with many
confidential affairs of the IMIC Group, (ii) you are a key employee of IMIC,
(iii) the business of the IMIC Group is, and is intended to be, conducted
throughout the world and competes with similar businesses of other
organizations, (iv) the IMIC Group carries on and will carry on substantial
business, promotional, marketing, and/or sales activities throughout the
world, and (v) the covenants contained in Sections 6.B, 6.C, 6.D, and 6.E
(collectively, "Restrictive Provisions") are specific inducements by you to
IMIC in connection with your engagement by IMIC.  In recognition of the
provisions of this section and as consideration for your retention by IMIC as
an employee and the payment by IMIC to you of compensation, you agree to the
Restrictive Provisions.

               6.B.     Confidentiality:

                    6.B.1.     During the period of your employment with IMIC
and at all times thereafter, you shall not disclose, communicate, or divulge
to any person (other than to officers, directors, or employees of IMIC whose
duties require such knowledge) or use for your personal benefit or for the
benefit of anyone other than IMIC, any trade secrets, specifications, pro-
grams, research, inventions, or other confidential information which is
employed in or proposed to be employed in the business of the IMIC Group
which comes to or came to your knowledge in the course of your performance of
services as an employee of IMIC, provided that the foregoing restrictions
shall not apply to any such information (i) which is already in the public
domain or enters into the public domain after the date hereof other than by
reason of your default, (ii) which you are required to disclose by law
pursuant to legal process, or (iii) which you have need to disclose to your
own professional advisers who agree to hold such information subject to the
provisions of this Section 6.B.1.

                    6.B.2.     You will deliver promptly to IMIC on
termination of your employment, or at any time IMIC may so request, all
memoranda, notes, records, reports, and other documents (and all copies
thereof) relating to the business of the IMIC Group which you may then
possess or have under your control.

               6.C.     Non-Competition:       During the period of your
employment with IMIC, and during the 90-day period following the termination
of your employment with IMIC, regardless of the reasons therefor, you shall
not, directly or indirectly, enter into or in any manner take part as an
employee, agent, independent contractor, consultant, owner, sole proprietor,
partner, joint venturer, member, manager, officer, director, or shareholder
or take part in any other capacity in, for, or with any person, firm,
corporation, association, or business enterprise, or in any manner render any
assistance to any business or endeavor whose business activities are the same
or competitive with any part of the business conducted by the IMIC Group,
provided that the provisions of this section shall not preclude you from (i)
ownership, as an investor, of less than 5% of the stock of a publicly owned
company which engages in such business activities, (ii) continuing to act as
a director of Evolve Software UK, or (iii) becoming a director only of Focus
Solutions Group plc.

               6.D.     Employee and Agent Non-Interference:   During the
period of your employment with IMIC, and for a period of one year
following the termination of your employment with IMIC, regardless of the
reasons therefor, neither you nor any person, firm, corporation, association,
or business enterprise with which you are affiliated as an employee, agent,
independent contractor, consultant, owner, sole proprietor, partner, joint
venturer, member, manager, officer, director, or shareholder shall knowingly
(i) directly or indirectly, induce or attempt to induce any employee or agent
of the IMIC Group to terminate or alter his or her employment or agency
relationship with the IMIC Group, (ii) directly or indirectly hire any person
who is employed by the IMIC Group, or (iii) retain any agent who is an agent
of the IMIC Group at the time of termination or who has been employed or
retained by the IMIC Group during the period you were employed by IMIC.

               6.E.     Non-Disparagement:  During the period of your
employment with IMIC and at all times thereafter, you shall not, directly or
indirectly, disparage the name, reputation, services, or products of the IMIC
Group.

               6.F.     Additional Provisions:  In the event that the
Restrictive Provisions should be deemed unenforceable, invalid, or overbroad
in whole or in part for any reason, any court of competent jurisdiction is
hereby authorized, requested, and instructed to reform the Restrictive
Provisions consistent with the intent of such provisions to provide for the
maximum restraints upon your activities which may then be legal and valid.
Each of you and IMIC agrees that a breach of the Restrictive Provisions will
cause irreparable injury to the IMIC Group for which any remedy at law would
be inadequate and that any member of the IMIC Group shall be entitled in any
court of law or equity to temporary, preliminary, permanent, and other
injunctive relief against any breach of the provisions contained in such
sections, and such punitive and compensatory damages as shall be awarded.
Further, in the event of a violation of the Restrictive Provisions the
applicable period of non-competition and non-interference shall be extended
for a period of time equal to that period beginning on the date when such
violation commenced and ending when the activities constituting that
violation shall be finally terminated.

          7.     Representation and Indemnification:  You hereby represent
and warrant to IMIC that your execution and your performance of this
Agreement does not constitute any violation or breach by you of any written
or oral agreement with or obligation to your present employer or to any third
party regardless of whether notice and/or the passage of time is required in
order for the same to be deemed a violation or breach.  You hereby agree that
you will indemnify IMIC and hold IMIC harmless from and against any
liabilities, damages, losses, judgments, amounts paid in settlement, costs
and/or expenses (including reasonable attorneys' fees and attorneys'
expenses) (collectively, "Loss") arising out of, relating to, or based upon
any breach of your representation and warranty, provided that in the event
that IMIC suffers any such Loss, such Loss shall be subject always to a
maximum liability by you to IMIC equal to the aggregate payments made
pursuant to Section 2 and provided that in any event you shall not be liable
to IMIC (save in the case of fraud) for any loss of profits or consequential
damages.

          8.     Jurisdiction:  Each of you and IMIC hereby consents to the
jurisdiction of the New Jersey State Courts and the United States District
Court for the District of New Jersey for all purposes in connection with this
Agreement and further consents that any process or notice of motion in
connection therewith may be served by certified or registered mail or by
personal service in accordance with the provisions of Section 11, within or
without the State of New Jersey, provided that a reasonable time for
appearance is allowed.  You further agree that you will not commence any
proceeding, action, or lawsuit against IMIC arising out of or relating to
this Agreement or the breach thereof in any court other than the courts set
forth above.

           9.     Governing Law, Amendment, and Binding Effect, etc.:
This Agreement (a) shall be governed by and construed in accordance with the
laws of the State of New Jersey as if it were an agreement made and to be
performed entirely within such State, (b) may not be modified or amended
except by a writing signed by each of IMIC or its successors or permitted
assigns and you, (c) may not be assigned by IMIC except as hereinafter
provided or by you, (d) shall be binding upon each of IMIC and its successors
and permitted assigns and you and your distributees, personal
representatives, executors, and administrators, and (e) contains the entire
agreement and understanding between IMIC and you with respect to the subject
matter of this Agreement and supersedes all prior agreements, arrangements,
and understandings, written or oral, between IMIC and you with respect to the
subject matter of this Agreement.

          10.     Assignment:  This Agreement may be assigned at any time in
connection with a merger, consolidation, reincorporation, or acquisition of
assets of IMIC.  If IMIC shall be merged into or consolidated with another
entity, or is reincorporated in another jurisdiction, or another entity
acquires substantially all of the assets of IMIC, the provisions of this
Agreement shall be binding upon and inure to the benefit of the entity
surviving such merger or resulting from such consolidation or reincorporation
or acquiring such assets, provided that IMIC will require any successor to
all or substantially all of the business or assets of IMIC, by an agreement
in form and substance reasonably satisfactory to you, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent
that IMIC would be required to perform it if no such succession had taken
place, and IMIC shall continue to remain liable hereunder.  The provisions of
the prior sentences also shall apply in the event of any subsequent mergers,
consolidations, reincorporations, or transfers of assets.  In the event of
any such assignment, the Restrictive Provisions contained in the Sections 6.C
and 6.D shall apply only in relation to the business of the IMIC Group, and
any successor and not (for the sake of clarity) to any expanded or wider
group or organization or to the owner of the assets or business of IMIC.

          11.     Notices:  All notices provided for in this Agreement shall
be in writing and shall be sent by registered or certified mail, return
receipt requested, and by regular mail, both with postage prepaid, or sent by
telecopier and by regular mail, or sent by reputable overnight delivery
service, or personally delivered, to the addresses set forth above, and shall
be deemed given when first received or five days after having been sent,
whichever is the earlier.  Either you or IMIC at any time may give notice of
another address in accordance with the provisions of this Section 11.

          13.     Insurance:  During the period that you are performing
services for IMIC, IMIC shall cause to be maintained in effect its current
policy of directors' and officers' liability insurance or a replacement
thereof in such amounts as determined by the Board of Directors.  Such
obligation shall extend to continuation of any such insurance following
termination hereof for your protection for any acts or omissions occurring
during the term of your employment hereunder but for which liability may
arise post termination of such employment to the extent it is economically
feasible to maintain such policy..

     If the foregoing correctly sets forth our agreement, please sign and
return the enclosed copy of this letter.

                         Very truly yours,

                         INDUSTRI-MATEMATIK INTERNATIONAL CORP.



                         By: /s/ Marvin S. Robinson
                            -------------------------------------
                                 Marvin S. Robinson, Secretary


ACCEPTED AND AGREED:



/s/ Lin Johnstone
-----------------------
    Lin Johnstone