President, International Letter Agreement - Mark Register

EXHIBIT 10.10


[LETTERHEAD OF MERCATOR SOFTWARE]


September 18, 2001


Mark Register 18 Robin Street Carlingford, NSW 2018 Australia


Dear Mark,


On behalf of Mercator, I am pleased to outline the details of your promotion to President, International to be located in Frankfurt, Germany. This assignment is intended to be two years in duration.


As President International you will have the opportunity to contribute to significant positive changes that will have a direct impact on Mercator's growth and profitability. We recognize the importance of this role in achieving our international business objectives and have tried to ensure that the foreign assignment package meets your needs as well as those of the Company. We certainly appreciate your dedication and the understanding and support of your family towards this assignment.


Your foreign employment requires the completion of German government entry documents and work visas and is subject to your acceptance of the terms and conditions outlined in this letter. Your assignment will be effective October 1, 2001. You should begin immediate collection of information required for appropriate working documentation in the Germany.


Your compensation and benefits package is designed to provide you with a level of income and benefits that is comparable with individuals at the same level and experience as yourself working in a similar position in the Germany. We have also taken into consideration the additional costs you may reasonably anticipate as a result of living in the Germany. vs. Australia.


The terms and conditions outlined in this letter will be in effect for the period of your foreign assignment or your return to Australia whichever comes first.


For your convenience, we've organized the information in this letter into the following major categories:


o Compensation o Making the Move o Orientation to Your New Environment o Other Benefits While on Assignment o Tax Equalization o End of Assignment Terms o Your Acceptance


Compensation


Base salary and merit compensation


Your initial base salary for this position will be the equivalent of US
$225,000 effective October 1, 2001. A portion of this mount can be paid in
part on the Australian payroll should you elect that option. The other
part will be converted into Deutche Marks (DM) at the exchange rate as of
October 1, 2001 and will be paid on the German payroll. The amount paid in
DM's will be fixed until your base salary is reviewed according to company
salary administration practices.


Incentive compensation


You will also continue to be eligible to participate in the management
bonus plan with a target bonus payment of 100% of base pay. The plan
payments are determined by a combination of corporate and International
results and may be paid on the Australian payroll if acceptable to the
company and yourself.


Housing and Education Benefits


In addition to your base salary, you will be provided the following
housing and education benefits:


o Company paid housing and utilities (gas & electric) comparable to
someone of your position and family size. This amount to be reviewed
and agreed upon by the Company.


o The children's educational expenses component will be 100% of
tuition and approved fees at an international school in the
Frankfurt area.


Orientation to Your New Environment


Given the investment that you, your family, and the company are making in this transition, it is especially important that you and those traveling with you feel comfortable in your new surroundings. In this spirit, the Company will provide a number of services that should help to ease the process:


Pre-assignment Visit


We wall offer you a pre-assignment visit to Germany so that you and your
spouse may familiarize yourself with the area and so that you may have an
opportunity to find a possible residence (economy class if your children
accompany you).


2


Making the Move


The Company will also provide benefits to help you make the actual move to Germany. These include the following:


Relocation Counselor


The Company will engage an international relocation firm to assist you
with the issues and processes related to this move.


Cultural and Language Orientation


The Company will pay for reasonable language instruction in advance and/or
after your arrival in Germany. I can provide a personal recommendation if
desired.


Document Assistance


The Relocation Counselor will advise you on appropriate documentation and
the Company will cover the costs incurred in obtaining papers for travel
to, or establishing residence in, Germany.


Home Country Housing Support


We believe it is in your best interest, as well as the Company's, that you
retain ownership of your Australian residence during your period of
expatriation. The company will cover the costs associated with the
engagement of a management firm to watch over home country residence while
you are on foreign assignment.


Auto Sales and Lease


If you decide to sell your present vehicle(s), we will reimburse you for
the costs associated with the lease termination or loss on sale (below
book value) subject to review and approval by Corporate HR.


Relocation Allowance


Upon leaving Australia. you will be paid a one-time payment of 1 month
base salary. This amount is designed to cover the incidental costs of the
relocation, including such things as appliance purchases and other
personal and miscellaneous expenses not specifically mentioned in this
letter.


Shipment/Storage of Personal Househol ...