Vice President of Human Resources Employment Agreement

EXHIBIT 10.19

2007 AMENDMENT TO EMPLOYMENT AGREEMENT

THIS 2007 AMENDMENT TO EMPLOYMENT AGREEMENT is made as of March 8, 2007 between MARY N. GEPHART ("Employee") and MANATRON, INC., a Michigan corporation maintaining its principal executive offices at 510 E. Milham Avenue, Portage, MI 49002 (the "Company").

RECITALS

The Company and Employee entered into an Employment Agreement dated July 17, 2002, as amended July 22, 2004 ("Employment Agreement"). The Employment Agreement is amended to better reflect the role of the Company's President and Board of Directors in regards to certain provisions of the Employment Agreement, and to also update certain information based on changes that have occurred since the date of the initial Agreement.

THEREFORE, in consideration of Employee's continued employment by the Company, the parties agree as follows:

1. The first two sentences of Section 2 ( Position ) are hereby amended to read "Employee agrees to serve Employer in the position of Vice President of Human Resources and Administration. Her duties are more fully described in her job description and list of objectives, which are contained in Employer's personnel files."

2. The last sentence of Section 2 ( Position ) is hereby amended to read "During the term of employment, Employee shall not engage in other employment or business opportunity, unless the employment or business opportunity is disclosed and approved by the President and Board of Directors of Employer in advance of the employment or business opportunity."

3. The third sentence of Section 4(a) ( Salary ) is hereby amended to read "At such time, Employee's salary shall be adjusted commensurately with Employee's position and as deemed appropriate by the Compensation Committee of the Board of Directors and as approved by the Board of Directors."

4. The address of Employer of Section 18 ( Notice ) is hereby amended to read:

Manatron, Inc.
Attention: Chief Executive Officer, President and Board of Directors
510 E. Milham Avenue
Portage, MI 49002

5. Except as above amended, the Employment Agreement is hereby ratified and confirmed.


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


MANATRON, INC.


/s/ Paul R. Sylvester


Paul R. Sylvester


Chief Executive Officer and Co-Chairman


/s/ Mary N. Gephart


Mary N. Gephart


EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the " Agreement "), effective July 22, 2004, is between MARY N. GEPHART (" Employee "), and MANATRON, INC., a Michigan corporation (" Employer ").

The parties agree as follows:

1. Employment . Employer hereby employs Employee, and Employee hereby accepts this employment, on the terms and subject to the conditions set forth in this Agreement.

2. Position . Employee agrees to serve Employer in the position and with the job description as described on Exhibit A , or to serve Employer and its subsidiaries in such other executive or operational positions commensurate with Employee's experience and expertise as may be determined by Employer. Employee shall devote her full business time, energies, best efforts, skill and attention to the duties arising out of or incident to her position and responsibilities pursuant to this Agreement. During the term of employment, Employee shall not engage in other employment or business opportunity, unless the employment or business opportunity is disclosed to and approved by the Chief Executive Officer or Employer in advance of the employment or business opportunity.

3. Duration . Employment under this Agreement shall commence on the date set forth above and shall continue until terminated as provided in this Agreement.

4. Compensation . In consideration for her services, Employee shall receive the following compensation:

(a) Salary . Employer shall pay Employee a salary of $67,500 per year. Employee's salary shall be reviewed annually at a time consistent with Employer's standard executive compensation reviews. At such time, Employee's salary shall be adjusted commensurately with Employee's position and as deemed appropriate by the Chief Executive Officer. Unless Employee otherwise agrees in writing, Employee shall be given three months' notice by Employer of any salary reduction.

(b) Vacation . Employee shall receive vacation in accordance with Employer's vacation policies as in effect from time to time, prorated for any portion thereof.

(c) Automobile Expenses . If Employee is provided with an automobile or a car allowance for business purposes, it shall be provided in accordance with Employer's standard automobile use policies and practices.

(d) Benefits . Employee shall receive standard benefits offered to all employees as determined from time to time by Employer.

(e) Reimbursement of Expenses . Employer shall reimburse Employee for all reasonable proper travel and out-of-pocket expenses incurred by him in connection with the performance of her duties under this Agreement in accordance with Employer's policies for reimbursement.


5. Termination of Employment . This Agreement and Employee's employment pursuant to this Agreement may be terminated prior to the expiration of the stated term of this Agreement as follows:

(a) By Employee for Good Reason . Employee may terminate her employment at any time for Good Reason; provided that Employee notifies promptly Employer of any act or omission that she asserts to constitute Good Reason and Employer fails to take reasonable steps to cure such breach within 30 days. For purposes of this Agreement, " Good Reason " shall mean:

i. The assignment to Employee of any duties substantially inconsistent with Employee's present position or positions, duties, or responsibilities;

ii. A relocation of Employee to a location more than 50 miles from Employee's current location, except for required business travel; or

iii. A reduction in Employee's base salary, as may be increased from time to time pursuant to this Agreement, by more than 15% of such salary provided that if the financial condition of Employer warrant salary reductions for its executives, Employee's salary may be reduced proportionately with other key executives and such reduction shall not trigger this clause (iii).

If Employee duly terminates her employment for Good Reason, then Employee shall be entitled to Severance Pay as provided in and subject to Section 6 ( Severance Pay ).

(b) By Employee Without Good Reason . Employee may terminate her employment at will, with at least 30 days' prior written notification to Employer.

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