EMPLOYEE OFFER LETTER

Exhibit 10.31

Mr. Shashank Samant
3044/1247 Lakeside Drive
Sunnyvale, CA 94086 USA

Dear Shashank,

We are pleased to offer you the position of Senior Vice President (E-Commerce Division) with Apar Infotech Corporation (the “Company”) starting January 15 th , 2000 or earlier. The terms and conditions of your employment with the Company are set forth below. Your employment is contingent upon your agreement to these terms and conditions, as evidenced by your signing the acknowledgment copy of this letter and returning it to us before you join the company.

1. Business of Company . The Company is in the business of providing computer programming, engineering and consulting services to customers (the “Customers”) on a contract basis. It provides such services primarily through its employees. The Company seeks to provide the highest level of service to its Customers by recruiting, locating, training and retaining employees who have and/or will develop the high level of computer programming, engineering and consulting skills necessary to fully service it Customers’ needs.

2. Duties . In the portfolio of Sr. Vice President—E-Commerce Division, you will be responsible for the world-wide Sales, Marketing and Strategy activities of APAR’s business in Client-Server Computing, E-Commerce Computing and making strategic alliances. Your domain will include but not limited to Consulting, Projects and Products. You will also have responsibility for the Profit-and-Loss (P&L) of the world-wide E-Commerce Division. In above capacity, you will report to ‘President—Apar Infotech Corporation.’  You are required to comply with all the rules, regulations and procedures of the Company.

3. Compensation and Benefits . Your compensation will consist of a base amount of $175,000 per annum with a guaranteed bonus of $6250 per quarter. All compensation is subject to applicable taxes and withholdings. The base amount of your compensation will be paid twice a months: on the first of each month for your services during the first fifteen days (1 st  to 15 th ) of the prior month, and on the fifteenth of each month for your services during the last 15 days (16 th  to 31 st ) of the prior month. Commissions will be paid according to the current Commission Plan. You and your immediate family will be entitled to receive health/dental benefits as are available from time to time for employees of the Company.

4. Review of Compensation . Your performance will be reviewed at the end of your first twelve months of employment and annually thereafter. You will be required to provide reports concerning your work activities from time to time as required.

5. Employment-At-Will . Your employment with the Company is on an at-will basis. Subject to the Notice of Termination provisions below, you or the Company may terminate your employment, with or without cause, at anytime.

6. Notice of Termination . Except in cases of termination by the Company due to your willful misconduct or non-performance, either party may terminate this agreement between your date of joining and March 31, 2000 without notice. However, either party must provide 15 days advance notice of termination of employment. In the Agreement, the word “termination” includes, but is not limited to,

resignation, dismissal, incapacity and any other form by which your employment with the Company ceases. In case of termination, the Company also agrees to pay a minimum of six-month gross compensation (calculated per clause ‘3’) as severance to you.

7. Repayment of Relocation Expenses . In the event you resign, with six months of the effective date of your employment, you agree to repay any relocation expenses incurred by the Company in connection with your initial employment.

8. Confidential Information . During the course of your employment, you will learn and/or be privy to confidential information of the Company and/or its Customers. Preservation of the secrecy of such confidential and proprietary information is of great value and importance to the Company and its Customers. You therefore agree that, both during your employment and at all times thereafter, you will no directly or indirectly use or disclose any such confidential or proprietary information, except with prior written approval from the Com