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                                                                   EXHIBIT 10.20

                             CONTRACT OF EMPLOYMENT

BETWEEN:

VANTIVE FRANCE Sarl, located at 37-39 rue Boissiere, 75 116 Paris, registered 
number: 40812364400010, represented by Mr. Nicholaas A. DOORNBERG, Managing 
Director (hereinafter referred to as the "COMPANY") or the Chief Operating 
Officer of The Vantive Corporation, Phillip Dunkelberger

                                               ON THE ONE HAND

AND

Mr. Guy DUBOIS, residing at 34 Cathcart Road, SW10 9NN London, England, a 
French citizen (hereinafter referred to as "Mr. DUBOIS")

                                               ON THE OTHER HAND.

THE FOLLOWING PROVISIONS HAVE BEEN AGREED:

1.   APPOINTMENT -- COLLECTIVE AGREEMENT

The Company undertakes to employ Mr. DUBOIS on a permanent basis from 15 March 
1999 or from a given date prior to this. It is explicitly agreed that the 
present offer shall be null and void if, for whatever reason, Mr. DUBOIS is not 
available to take up his responsibilities in full on 15 March 1999.

Mr. DUBOIS shall be employed in compliance with the general conditions of the 
Collective Agreement applying to the Company at all times and the conditions 
defined hereafter.

The Company is currently subject to the National Collective Agreement governing 
"Technical studies offices, Engineering consultancies and Consulting 
Companies."

Mr. DUBOIS, who accepts this employment, formally states that he will not be 
bound to any company by a Contract of Employment as from 12 April 1999 and 
shall be free of any commitment to all previous employers.

2.   RESPONSIBILITIES -- CLASSIFICATION

Mr. DUBOIS shall be appointed to the position of "Executive Vice-President, 
General Manager of Vantive International" and shall be a member of the 
Executive Committee Board of The Vantive Corporation.

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In this role, Mr. DUBOIS shall be responsible for managing the resources and 
operations of the companies in the group (hereinafter referred to as "Vantive 
International") and more especially for developing and increasing Vantive 
International's revenues outside the United States.

Mr. DUBOIS shall perform his duties diligently in the Company's best interests 
and according to its instructions and directives.

For the duration of the present contract, Mr. DUBOIS undertakes to comply with 
all applicable legal and regulatory provisions, with all general or specific 
instructions he receives from the Company and to comply with the rules and 
practices governing the Company's internal operations as well as the terms and 
conditions of the present Contract.

Mr. DUBOIS shall report to the Chief Operating Officer or the Chief Executive 
Officer of The Vantive Corporation. Any substantial modification of the 
responsibilities defined above shall be subject to an amendment agreed by the 
parties to the Contract.

Mr. DUBOIS's job description is classified as Executive Position 3-3, 
coefficient 270.

3.    REMUNERATION

Mr. DUBOIS shall be paid:

3.1   firstly, a basic inclusive annual gross salary of 1,755,000 FF (one 
      million seven hundred and fifty five thousand French francs), including 
      overtime, payable in twelve (12) instalments at the end of each month. 
      This remuneration covers all overtime, a fact which Mr. DUBOIS 
      specifically accepts in advance as being inherent to his 
      responsibilities, in accordance with the provisions of Article 7 below;

3.2   secondly, an On-target Bonus equal to a gross annual sum of 877,500 FF 
      (eight hundred and seventy seven thousand five hundred French francs) 
      (the "On-target Bonus"), the payment of which shall be subject to the 
      following conditions:

         3.2.1    For a period of six (6) months calculated from the Effective
         Date of the present Contract ("the First Six Months"), Mr. DUBOIS shall
         receive a guaranteed and non-recoverable advance equal to 100% of the
         On-target Bonus calculated proportionally for the said period of six
         (6) months.

         3.2.2    For a period of six (6) months from the date of expiry of the 
         First Six Months ("the Second Six Months"), Mr. DUBOIS shall receive a 
         guaranteed and non-recoverable advance equal to 50% of the On-target 
         Bonus calculated proportionally for the said period of six (6) months.
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A Commission Plan outlining the elements comprising Mr. DUBOIS's variable 
remuneration for the 1999 fiscal year shall be drawn up by joint agreement 
between the Parties within one hundred and eighty (180) days following the 
Effective Date of the present Contract and shall be reviewed annually by joint 
agreement following a meeting with Mr. DUBOIS.

3.3 Mr. DUBOIS shall be entitled to receive Stock Options (share-purchase 
    subscription options) in the amount of 200,000 (two hundred thousand) 
    shares of the common stock of The Vantive Corporation in accordance with 
    the policy operating in The Vantive Corporation and in compliance with the 
    specific provisions stipulated by the said Company from time to time, 
    subject to approval by the said Company's Board of Directors and to 
    signature by Mr. DUBOIS of the Stock Options Agreement then in force, the 
    current conditions of which are set out in Annex A attached hereto. These 
    Stock Options shall be subject to the provisions applying in the event of a 
    merger or acquisition affecting all the assets of The Vantive Corporation 
    under the conditions more specifically described in Annex A. For 
    clarification purposes, it is stipulated that the conditions applicable to 
    Stock Options in accordance with the terms of the present Article 3.3 shall 
    be subject to the law of the State of California.

3.4 Mr. DUBOIS shall also be entitled to all the other benefits generally 
    offered to full-time employees of the Company, including supplementary 
    health insurance and life assurance entailing full or partial reimbursement 
    of costs incurred by Mr. DUBOIS. Furthermore, the Company shall guarantee 
    to Mr. DUBOIS that the provisions of the Collective Agreement relating to 
    compensation and length of illness shall be applied from the Effective Date
    of the present Contract without any pre-condition of service with the
    Company.

    All sums or benefits which the Company shall pay or grant in addition to 
    the remuneration agreed in the present Article 3 shall be construed as 
    bonuses. The allocation of such bonuses during one particular year does not 
    imply any obligation on the part of the Company to pay similar bonuses in 
    subsequent years.

    Within ninety (90) days from the Effective Date of the present Contract, 
    the Parties shall jointly carry out an analysis and decide (with the 
    assistance of external consultants, if necessary) on the appropriateness of,
    the parties agreeing to pay the remuneration described in the present
    Article 3 to Mr. DUBOIS in different countries ("split payroll"), within the
    limits stipulated by and subject to the relevant legal and tax provisions in
    each country concerned. In this event, Mr. DUBOIS shall be solely
    responsible for storing all data and other documents relating to his
    business travel required by the relevant social and fiscal legislation.

3.5 The total annual remuneration, comprising Mr. DUBOIS's basic salary and the
    On-target Bonus described in the present Article, shall be reviewed
    annually.

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4. TEMPORARY SECONDMENT

The Parties agree that during the period commencing on the Effective Date of the
present Contract and terminating on 30 June 1999 (the "Period of Secondment"),
Mr. DUBOIS shall perform his functions at Vantive (UK) Ltd., the British
subsidiary of The Vantive Corporation, currently located at Ascot, England.
During the Period of Secondment, Mr. DUBOIS' remuneration (as set out in Article
3 above) shall be paid in France and be subject to the relevant legal and tax
provisions. In addition, Mr. DUBOIS shall be entitled to the following fringe
benefits during the said Period of Secondment:

a gross monthly housing allowance of 46,800 FF (forty six thousand eight hundred
French francs),

and

a gross quarterly educational allowance of 20,475 FF (twenty thousand four
hundred and seventy five French francs) for the first two quarters of 1999.

5. REIMBURSEMENT OF EXPENSES

Mr. DUBOIS shall be entitled to reimbursement of transport and living expenses
as well as entertainment costs incurred while performing his duties, in
compliance with the policy operating in the Company and on presentation of
receipts. Mr. DUBOIS shall not be entitled to any reimbursement for expenses
incurred travelling from his residence to the Company's headquarters.

6. WORKPLACE

Subject to the provisions of Article 4 above, Mr. DUBOIS shall carry out his
duties from the Company's headquarters in Paris (or, if need be, in the Ile de
France).

The Parties agree that Mr. DUBOIS's workplace may be transferred temporarily in
the future to San Francisco or any other large European city such as London,
Brussels or Geneva, depending on the group's organisational requirements. If
this should occur, a separate amendment to the present Contract shall be drawn
up. Such amendment shall stipulate the duration and the effective date of the
transfer, which must ensure a notice compatible with his children's schooling
and cannot be lower than the current school year. Furthermore, this amendment
shall stipulate the conditions for payment of the costs associated with Mr.
DUBOIS's expatriation (removals, housing allowance and school fees). In
addition, Mr. DUBOIS recognises and accepts that the very nature of his position
shall entail a considerable amount of travel in the area where Vantive
International carries out its business, as set out in Article 8 below.
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7. WORKING HOURS

In view of Mr. DUBOIS's position in the organisational hierarchy and the large
amount of travel associated therewith, which makes it impossible to monitor
working hours effectively and ensures a large degree of freedom in terms or
organising schedules, it is explicitly agreed that Mr. DUBOIS shall devote as
much time to his functions as is required to fulfil his duties in a satisfactory
manner. As a result, the present Contract has been drawn up for an unspecified
number of working hours remunerated by the sums described in Article 3 above,
with this excluding the possibility of Mr. DUBOIS seeking additional payment for
overtime.

8. TRAVEL

Mr. DUBOIS shall undertake all long and short-distance business travel in France
and abroad as required by his position in compliance with the Company's
instructions. Mr. DUBOIS will fly business class.

9. ALLOCATION OF A COMPANY CAR

To enable Mr. DUBOIS to perform his duties, the Company will provide him with a
leased car (i.e. BMW 740 or a vehicle of equivalent value) and shall pay the
insurance-policy premiums as set out below and all maintenance costs. Said
allocation of a company car shall continue for the duration of the Contract and
constitutes a fringe benefit within the context of social and fiscal
legislation.

The vehicle can be used for both professional and private purposes, with the
Company paying all costs and charges associated with its use for business on
presentation of the usual receipts.

The insurance policy shall be taken out by the Company, which shall pay the
premiums.

Mr. DUBOIS undertakes to maintain said vehicle in good condition. Upon
termination of the present Contract, Mr. DUBOIS shall return the vehicle to the
Company by immediately bringing it to his workplace and shall hand over its
documents and keys at the same time.

Should the vehicle be involved in any incident, Mr. DUBOIS shall inform the
Company accordingly as soon as possible and, at the latest, within 48 hours to
enable the latter to take whatever steps are necessary.

In the event of an accident, Mr. DUBOIS shall comply with the provisions
stipulated by the law and his insurance policy in such a way that the Company is
not made liable at any time or for any reason. Mr. DUBOIS must, by registered
letter with confirmation of receipt, notify the Company and the insurer of any
accident occurring while the car is being used at the latest within 48 hours of
such accident.
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10. PAID HOLIDAYS

Mr. DUBOIS shall be entitled to paid holidays in accordance with French law, to
be taken at dates and for periods agreed with the Company depending on his
workload. Mr. DUBOIS shall have the right not to work on the legal holidays
provided for under French law.

11. DURATION OF THE CONTRACT - NOTICE OF TERMINATION

The present Contract is entered into for an unlimited period. With the exception
of circumstances involving serious professional misconduct, the Contract can be
terminated by giving three (3) months' notice.

In the event that the Company would elect to terminate the present Contract in
compliance with the present Article 11, Mr. DUBOIS shall be entitled to a
special redundancy payment, which shall include any legal or contractual
redundancy payment to which he would be entitled, for an amount equal to nine
(9) months' gross basic salary plus commissions (based on the amounts specified
in Article 3) and all other benefits applicable during the period in question,
excluding the housing and education allowances referred to under Article 4.

It is emphasised that no redundancy payment of any type is payable in the event
of dismissal for serious professional misconduct. The special redundancy payment
described in this Article shall not be payable either in the event of
resignation of Mr. DUBOIS.

12. EXCLUSIVITY OF SERVICES

Mr. DUBOIS shall reserve his services exclusively for the Company and may not
pursue any other professional activity for the duration of the present Contract.

13. ILLNESS, ACCIDENTS AND UNAVAILABILITY FOR WORK

Mr. DUBOIS shall inform the Company and provide written confirmation in the
event of any interruption of his professional activities so that the latter can
take whatever steps are necessary. Should he fall ill, Mr. DUBOIS must produce a
medical certificate indicating the type of sickness concerned and the length of
time he is expected to be unavailable for work.

14. INTELLECTUAL PROPERTY

14.1 Inventions

       In addition to the duties described above, Mr. DUBOIS may, from time to
       time, be assigned various study or research tasks by the Company under
       the terms of the present Contract. Inventions produced by Mr. DUBOIS in
       these
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       circumstances shall be the Company's property in compliance with
       Paragraph 1, Article 1(3) of amended statute no. 68-1 dated 2 January
       1968.

       Mr. DUBOIS's salary does take this possibility into account and
       incorporates inclusive payment for the results of work carried out even
       on an occasional basis under the terms of the present Contract.
       Nonetheless, should any of Mr. DUBOIS's inventions be of exceptional
       interest to the Company and of such importance that its contribution is
       not reflected to a commensurate degree in the inventor's salary, Mr.
       DUBOIS shall receive a supplementary payment based on the relevant
       factors.

       Mr. DUBOIS undertakes to inform his Employer immediately of all of his
       inventions in compliance with Paragraph 3, Article 1(3) of the
       above-mentioned law, using the method specified by his superiors for the
       prescribed declaration. He is forbidden to disclose any information
       concerning such inventions.

14.2 Patents on inventions

       While working for the Company, Mr. DUBOIS undertakes wholly, unreservedly
       and without seeking payment other than his stipulated remuneration to:

- inform the Company of and transfer to it all his rights to any inventions,
  patents, technical manufacturing procedures, improvements, commercial secrets
  and plans which he has developed or helped to develop in all and any areas in
  which the Company is or will be active for the duration of the present
  Contract;

- recognize the Company's ownership of these rights or to transfer ownership of
  the same to the Company for both France and foreign countries;

- comply with all the formalities and procedures necessary to establish the
  Company's legal and proper possession of said inventions, improvements and
  plans, as well as patents or other industrial property rights which may derive
  from the above.

15. RESTITUTION AND USE OF COMPANY PROPERTY

All items, materials and information supports entrusted to Mr. DUBOIS by the
Company to assist him in carrying out his duties, especially information
referred to Article 14 as well as all files, documentation and correspondence,
manuals, books, folders, samples and other documents, lists and drawings, shall
remain the property of the Company and must be returned to it on termination of
employment or at any other time where requested.
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Mr. DUBOIS undertakes not to use any of the items referred to in the previous 
paragraph for any purpose other than in relation to his professional activities 
or to make copies or reproductions for personal use or any other reason, unless 
explicitly authorized to do so by the Company. Furthermore, Mr. DUBOIS 
explicitly undertakes to return said items, materials and supports 
entrusted to him as well as all copies and reproductions in his possession on 
the day he leaves the Company for whatever reason without the Company having 
to request the same or give prior notice.

16.  NON-COMPLETION CLAUSE

Mr. DUBOIS undertakes for the duration of the present Contract not to engage in 
any direct or indirect act on behalf of competitors which could be detrimental 
to the Company.

In the event of termination of this Contract of Employment for any reason, 
Mr. DUBOIS undertakes not to work for the following competitor companies 
immediately as from the date of termination:


o    Siebel
o    Clarify

The duration of this obligation of non-competition shall be one (1) year from 
the termination of the Contract of Employment.

17.  APPLICABLE LAW

The Parties agree that this Contract and any disputes arising hereunder shall 
be governed by French Law.

18.  COMPLETENESS OF THE AGREEMENT

The present Contract constitutes the complete agreement reached between the 
Parties, annulling and superseding any previous commitments as well as any 
verbal or written commitments relating to the present Contract. The Contract 
can be modified or amended only on the basis of an addendum signed by the 
Parties. No other entry, document, use or practice shall be recognized as an 
annulment or modification of the present Contract.


  
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DRAWN UP AS TWO ORIGINALS, ON 27 January 1999


/s/ Phillip Dunhalbeger                   /s/ Guy DuBois
-----------------------------             --------------------------------
THE COMPANY                               Mr. Dubois(1)


















----------------------
(1)  The signature is to be preceded in handwriting by the phrase "read and 
approved, acceptable for the contract"


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                                    ANNEX A


EXTRACT FROM THE PROPOSAL LETTER FROM THE VANTIVE CORPORATION TO MR. DUBOIS

Annex A 1: Stock option agreement

Annex A 2: Stock option plan

Annex A 3: Special conditions

Should The Vantive Corporation or a merging or acquiring entity terminate your
employment for any reason other than your voluntary resignation, death,
disability, or "just cause", you will be entitled to 9 months of paid coverage
of health insurance, 9 months stock vesting, as well as continued salary and
on-target bonus for a period of 9 months, with the amount paid out in a lump sum
within 30 days of your final day of employment and health insurance coverage
continued over a 9 month period.

In the case of any merger, acquisition or other business combination
("Transaction") involving all or substantially all of the assets of The Vantive
Corporation, other than reincorporation where Vantive is not the surviving
company and where the acquiring company or merger partner controls a majority of
Vantive stock after a Transaction, any granted and unvested options you may own
will have their vesting accelerated by one year, i.e. by 12/48, up to a maximum
of 100% of your option shares. Should this acceleration in the event of an
acquisition be "improved" for all other officers of the Corporation, your
position will be adjusted accordingly.

+ THE STOCK OPTION AGREEMENT AND STOCK OPTION PLAN SHALL BE ATTACHED AS SOON AS 
GENERATED AND AVAILABLE.