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                                                                    EXHIBIT 10.9

[ELEMENTS
FROM NEURON DATA LOGO]


                                         February 13, 1998

Mr. Eric L. Kintzer
112 Yale Road
Menlo Park, CA 94025

Dear Eric:

Neuron Data, Inc. (the "Company") is very pleased to extend this offer of
employment to you to serve as the Company's Vice President & CTO. We believe
that you will be a tremendous addition to the Neuron Data team and we are all
very excited about the prospect of you joining us. The terms and conditions of
your employment, should you decide to accept our offer, are as follows:

 .  Compensation: Your monthly rate of base salary will be $12,500.00 (an annual
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   rate of $150,000) payable in accordance with the Company's standard payroll
   practice for salaried employees.

 .  Bonus: You will be eligible to receive an annual incentive bonus targeted at
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   twenty-five percent (25%) of your base salary under the Company's Management
   Bonus Program, which is attached. Under the plan, your Individual Performance
   Targets will be set upon commencement of your employment. See Amendment.

 .  Stock Options: Following the commencement of your employment, we will
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   recommend to the Board of Directors that you receive an "incentive stock
   option" of 150,000 shares of the Company's common stock at an exercise price
   per share equal to the fair market value of the Company's common stock on the
   date the option is granted, and in accordance with the Company's Stock Option
   Plan and Stock Option Agreement. This option will vest as to 25% of the
   shares subject to the option on the first anniversary of the grant and the
   remaining shares will vest monthly thereafter through the fourth anniversary
   of the grant. In the event of a change of control of the Company, vesting
   will accelerate to the extent of 50% of the unvested portion of the option on
   the closing date of the change of control, subject to a minimum aggregate
   vesting of two-thirds of the option.

 .  Benefits: During your employment, Neuron Data will provide you and your
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   eligible dependents with health benefits in accordance with the Company's
   health plan (summary attached). You will be entitled to time off in the
   amount of ten vacation days, increasing after three years per the Company
   Policy, three personal days, and designated national holidays. See Amendment.

 .  Proprietary Information and Inventions Agreement: You will be required, as a
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   condition to your employment with the Company, to enter into the Company's
   standard Employee Proprietary Information Agreement (enclosed). Please have
   this completed by your first day of employment.
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Mr. Eric L Kintzer
February 13, 1998
Page Two


 .  Start Date: Your employment with Neuron Data will begin March 25, 1998.
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 .  Period of Employment: All employment with the Company is "at will", meaning
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   that either you or the Company will be entitled to terminate your employment
   with the Company, with or without cause, at any time. You understand and
   agree that only the Company President can enter into an agreement on any
   other terms and he or she can only do so in writing signed by him or her and
   you.

 .  Arbitration: Except with respect to matters for which injunctive relief is
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   sought pending arbitration under California law, all questions, disputes,
   and/or controversies that may arise out of or in connection with this
   agreement, arbitration shall be conducted in Mountain View, California, in
   accordance with the rules of the American Arbitration Association. Each party
   hereto shall select one arbitrator and the two arbitrators shall jointly
   select a third arbitrator. Each party agrees that the arbitrators may not
   award punitive damages for or against either party. The decision of a
   majority of the arbitrators shall be final and binding upon both parties, who
   hereby agree to comply therewith.

 .  In addition to the matters set forth above, the Company has personnel
   policies relating to the other terms and conditions of employment at the
   Company, and that though the Company may change these policies from time to
   time at its sole discretion, the voluntary "at will" nature of your
   employment will not be changed.

Eric, I hope that you find the foregoing terms acceptable, and look forward to
your response to this offer by Friday, February 20, 1998. You may indicate your
acceptance of employment by signing and dating the enclosed duplicate original
of this letter and returning it to me by the above date. We believe that in your
role as the Company's Vice President & CTO you will make a significant
contribution to the Company's future success, and we look forward to welcoming
you to the Neuron Data Team.

                                    Very truly yours,

                                    /s/ Michael A. Braun

                                    Michael A. Braun
                                    President & CEO

AGREED TO AND ACCEPTED BY:

/s/ Eric L. Kintzer                 22 February 1998
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Eric L. Kintzer                     Date
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Amendment to the "Terms and Conditions" within the "Offer of Employment by
Neuron Data, Inc. to Eric Kintzer".

Bonus: A portion of the first year's bonus is advanced to Eric Kintzer in the
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amount of $1,500 per month. The bonus advanced shall be deducted from any bonus
earned and disbursed in FY1999 through the normal terms of the Neuron Data
Management Bonus Program, dated April 1998. The last advance amount
($1,500/month) is paid in the March 1999 payroll or on termination of
employment, whichever is earlier.

Benefits Summary: Personal Days: Eric Kintzer is entitled to 5 personal days per
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year. (Change from 3 days per year)

Benefits Summary: Life Insurance/AD&D: Eric Kintzer is entitled to twice base
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salary (2X) life insurance. (Change from $100,000). Eric Kintzer is entitled to
Accidental Death and Dismemberment Insurance in an amount equal to the life
insurance benefit.


AGREED TO AND ACCEPTED BY:

/s/ Eric L. Kintzer                 22 Feb 98
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Eric L. Kintzer                     Date


/s/ Michael A. Braun                22 Feb 98
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Michael A. Braun                    Date
President & CEO