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                                                                   EXHIBIT 10.05

                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is entered into by and between
Niku Corporation, a Delaware corporation (the "Company") and Rhonda Dibachi (the
"Executive") (together the "Parties") as of October 18, 2002.

                                    RECITALS

         WHEREAS, the Executive is currently the Executive Vice President of
Planning and Strategy of the Company;

         WHEREAS, the Company and the Executive have not set forth the terms and
conditions governing their employment relationship;

         WHEREAS, the Company and the Executive desire to set forth the terms
and conditions governing such relationship; and

         WHEREAS, the Company also wishes to obtain certain other agreements
from Executive, including a Proprietary Information and Invention Assignment
Agreement, a Tag-Along Agreement with Limar Realty Corp. #30, a Waiver and
Release Agreement, a Voting Agreement, a Non-Solicitation and Non-Interference
Agreement and the other agreements set forth herein.

         NOW, THEREFORE, intending to be legally bound hereby, the Parties
hereto agree as follows:

1.       AT-WILL EMPLOYMENT. The Executive's employment with the Company is, and
         will continue to be, at-will and, accordingly, may be terminated by
         either party at any time and for any reason, subject to the provisions
         of Section 3 below.

2.       COMPENSATION.

         a.       Base Salary. In consideration of the services to be rendered
                  hereunder, the Executive shall be paid a base salary of Two
                  Hundred Two Thousand Five Hundred Dollars ($202,500) per year
                  (the "Base Salary"), payable at the time and pursuant to the
                  procedures regularly established by the Company.

         b.       Bonuses. At the sole and complete discretion of the
                  Compensation Committee (the "Committee") of the Company's
                  Board of Directors (the "Board"), the Executive may be
                  eligible to receive an annual performance-based bonus. Such
                  bonus, if any, shall be payable as determined by the
                  Committee.

         c.       Benefits. The Executive shall be entitled to participate in
                  such benefit plans, programs, policies and arrangements as
                  maintained by the Company, from time to time, for employees of
                  the Executive's level, so long as the Executive is eligible
                  under such benefit plans in accordance with their respective
                  terms.
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3.       PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT. The
         Executive agrees that as a condition of the Company entering into this
         Agreement and agreeing to make the payments hereunder, she will
         promptly execute a copy of the Company's Standard Proprietary
         Information and Invention Assignment Agreement, covering all periods of
         her employment with the Company.

4.       TAG-ALONG AGREEMENT. The Executive agrees that, as a condition of the
         Company entering into this Agreement and agreeing to make the payments
         hereunder, she will, if requested to do so by the Company, execute a
         Tag-Along Agreement substantially in the form attached hereto as
         Exhibit A.

5.       TERMINATION OF EMPLOYMENT. In the event that the Company terminates the
         Executive's employment with the Company for any reason other than
         "Cause" (as defined below), or in the event the Executive voluntarily
         resigns her employment for "Good Reason" (as defined below), then:

         (a)      The Company shall pay the Executive Sixteen Thousand Eight
                  Hundred Seventy Five Dollars ($16,875.00) per month for a
                  period of six months, with the first payment due within one
                  (1) business day of the date of termination or resignation.

         (b)      The Company shall provide the medical, dental and vision
                  benefits accorded to other executives of the Company for a
                  period of twelve (12) months from the date of termination or
                  resignation either directly or, at the option of the Company,
                  through reimbursement of COBRA payments.

         (c)      The Company shall treat Executive's Company stock options in
                  accordance with the plan and/or agreement governing such stock
                  options.

         (d)      The Executive (and the Executive's Family Trust, in the case
                  of subsection 5(d)(ii)) shall promptly execute the agreements
                  set forth in this Section 5(d):

                  (i)      A Waiver and Release Agreement releasing any and all
                           actual or potential claims she may have against the
                           Company as of the date of the Waiver and Release
                           Agreement;

                  (ii)     A Voting Agreement in a form reasonably satisfactory
                           to the Company agreeing to vote all shares owned or
                           controlled by her in the manner recommended
                           unanimously by the Board for a period ending upon the
                           earlier of (A) the date that is three (3) years from
                           the date of termination or resignation, or (B) the
                           date immediately following the date of closing of a
                           merger or consolidation of the Company with any other
                           corporation or entity, or other corporation
                           reorganization of the Company, in which the holders
                           of the Company's outstanding voting stock immediately
                           prior to such transaction own, immediately after such
                           transaction, securities representing less then fifty
                           percent (50%) of the voting power of the corporation
                           or other entity surviving


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                           such transaction, or the closing of the sale of all
                           or substantially all of the assets of the Company;
                           and

                  (iii)    A Non-Solicitation and Non-Interference Agreement
                           providing that, for a period of one (1) year from the
                           date of termination or resignation, she will not,
                           either directly or indirectly:

                           (A)      Attempt to recruit or solicit any employee
                                    of the Company or make known to any person,
                                    firm or corporation the names or addresses
                                    of, or any information pertaining to, any
                                    current or former employees of the Company.

                           (B)      Attempt to call on, solicit or take away any
                                    customers or clients of the Company or any
                                    other persons, entities, or corporations
                                    with which the Company has had or has
                                    contemplated any business transaction or
                                    relationship during the Executive's
                                    employment with the Company, including, but
                                    not limited to, investments, licenses, joint
                                    ventures, and agreements for development.

         (e)      Upon execution of the agreements set forth in Section 5(d),
                  the Company shall pay the Executive the following additional
                  amounts at the times set forth below:

                  (i)      $50,000 within one (1) business day of upon execution
                           of the agreements set forth in Section 5(d); and

                  (ii)     $84,792 per quarter for three quarters, with the
                           first quarterly payment occurring within one (1)
                           business day of execution of the agreements set forth
                           in Section 5(d), the second occurring ninety (90)
                           days after the date of the first payment, and the
                           third quarterly payment occurring one hundred eighty
                           (180) days after the date of the first payment,
                           provided, however, that if the Company fails to make
                           any quarterly payment within five (5) business days
                           of its due date, then all remaining quarterly
                           payments shall become immediately due and payable,
                           and all agreements set forth in Section 5(d) shall be
                           cancelled and of no further force or effect.

         (f)      The Executive acknowledges and agrees that, aside from the
                  payments set forth in the Section 5, the Executive shall not
                  be entitled to receive any other severance or other form of
                  compensation or benefits from the Company upon the termination
                  of her employment.

         (g)      For purposes of this Agreement, "Cause" shall mean (i) the
                  Executive's commission of a felony or other criminal act
                  involving moral turpitude or any criminal act of dishonesty
                  that is detrimental to the Company, or (ii) the Executive's
                  willful and repeated violation of written Company policies
                  after the Executive has received written notice of such
                  violation. For purposes of this Agreement, "Good Reason" shall
                  mean (a) the Company's reduction of the Executive's duties and
                  responsibilities and/or compensation without the Executive's
                  consent, (b) the


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                  Board's failure to provide the Executive with its unanimous
                  support for her continuation as Executive Vice President of
                  Planning and Strategy, or (c) the Company's relocation of the
                  Executive to a facility or location more than 25 miles from
                  the Company's current principal offices in Redwood City,
                  California without the Executive's consent.

6.       NON-DISPARAGEMENT. The Company, including its Directors, and the
         Executive agree that, both during the Executive's employment with the
         Company and after the termination of her employment, they will not, at
         any time, make, directly or indirectly, any oral or written statements
         that are disparaging of the other party or, in the case of the Company,
         any of its present or former officers, directors, agents, or employees.
         This provision will continue to be applicable even after any Director's
         departure from the Board.

7.       WITHHOLDING. The Executive acknowledges and agrees that any payments
         made under the terms of this Agreement shall be subject to all
         applicable tax withholding.

8.       SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
         inure to the benefit of the Company and its successors and assigns.
         This Agreement shall be binding upon the Executive and shall not be
         assignable by Executive. The provisions of this Agreement shall
         continue in force notwithstanding Executive's death or disability.

9.       SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The Company and Executive
         agree that in the event of any breach by either Party of any provision
         contained in this Agreement, the Company and Executive shall be
         entitled (in addition to any other remedy that may be available to
         them) to the extent permitted by applicable law (i) a decree or order
         of specific performance to enforce the observance and performance of
         such covenant, obligation or other provision, and (ii) an injunction
         restraining such breach or threatened breach.

10.      WAIVER. The Company's waiver of the Executive's breach of any provision
         of this Agreement shall not operate or be construed as a waiver of any
         subsequent breach by the Executive.

11.      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
         between the Company and the Executive relating to the Executive's
         employment with, and termination from, the Company and this Agreement
         supersedes and replaces any prior verbal or written agreements between
         the Parties as to the matters covered herein. This Agreement may be
         amended or altered only in a writing signed by a designee of the Board
         and the Executive.

12.      APPLICABLE LAW. This Agreement and all rights, duties and remedies
         hereunder shall be governed by, construed and enforced in accordance
         with the laws of the State of California, without reference to its
         choice of law rules.


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13.      SEVERABILITY. Each provision of this Agreement is severable from the
         others, accordingly should any provision, portion or part of this
         Agreement be held by a court of competent jurisdiction to be invalid,
         void or unenforceable, the remaining provisions, portions or parts
         shall be unaffected and shall continue in full force and effect, and
         said invalid, void or unenforceable provision(s), portion(s) or part(s)
         shall be deemed not to be part of this Agreement.

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

         THE COMPANY                                          THE EXECUTIVE

By:  /s/ Joshua Pickus                                /s/ Rhonda Dibachi
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                                                      Rhonda Dibachi

Its:  CFO
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