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                                                                EXHIBIT 10.10

[WEBGAIN LOGO]


                                OCTOBER 26, 2000

Stephen DiFranco
530 Lassen Street
Los Altos, California 94022

Dear Stephen:

     On behalf of WebGain, Inc. (the "Company"), I am happy to extend the
following offer of employment to you. This letter will confirm the terms of
your offer of employment with the Company.

     1.   POSITION AND RESPONSIBILITIES. Your title will be Executive Vice
President of Marketing and you will assume and discharge such responsibilities
as are commensurate with such a position. We believe you are well qualified for
this role and we wish to welcome you to the Company. You will be reporting to
Joe Menard, CEO.

     2.   COMPENSATION. In consideration of your services, you will be paid an
annualized base salary of $240,000 less deductions required by law, payable in
accordance with the Company's standard payroll practices. Your base salary will
be reviewed annually by the appropriate management of the Company.

     You will also be eligible for our Management/Key Employee Bonus Plan,
which will provide a target of 40% of your base pay, subject to plan
provisions. The bonuses are paid out quarterly.

     3.   BENEFITS. You will be entitled to receive employee benefits made
available by the Company to similarly situated employees to the extent of our
eligibility. You will have 3 weeks vacation to starting with your employment at
WebGain.

     4.   STOCK OPTIONS. Under the terms and conditions of the Company's Stock
Plan, which may be modified and/or amended from time to time, you will be
granted 1,000,000 options to purchase shares of non-voting common stock of the
Company. The Company's Stock Plan, including the Stock Option Agreement, will
be sent to you separately. The exercise price and grant date will be set by
Board approval following your employment start date.

     5.   CONFIDENTIAL INFORMATION. You agree that you will execute the
Company's Proprietary Information and Inventions Agreement. You further agree
that, at all times during the term of your employment and thereafter, you will
abide by the terms of said agreement. You recognize that the Company desires
not to improperly obtain or use any proprietary information or trade secrets of
any former employer or the person or entity.

     6.   CONFLICTING EMPLOYMENT. Prior to receiving this offer of employment
from the Company, you may have been engaged in another employment, occupation,
consulting or other business activity related to the business in which the
Company is now involved or may become involved during the term of your
employment.
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You acknowledge that your involvement in such business activity shall cease
prior to your employment by the Company. You further agree that, during the
term of your employment with the Company, you will not engage in any other
employment, occupation, consulting or other business activity directly related
to the business in which the Company is now involved or becomes involved during
the term of your employment, nor will you engage in any other activities that
conflict with your obligations to the Company.

     7.  TERM OF EMPLOYMENT. All employment at the Company is "at will". This
means that both you and the Company have the right to terminate employment at
any time, with or without advanced notice, and with or without cause. You may
be demoted or disciplined and the terms of their employment may be altered at
any time, with or without cause, at the discretion of the Company. No one other
than the President of the Company has the authority to alter this arrangement,
to enter into an agreement for employment for a specified period of time, or to
make any agreement contrary to this policy, and any such agreement must be in
writing and must be signed by the President of the Company and by you.

     8.  CONTINGENCIES. This offer of employment is contingent upon your
execution of the Proprietary Information and Inventions Agreement, a
satisfactory background check as mentioned in the release you submitted with
your application, as well as your ability to show proof of your identity and
legal right to work in the United States as required by the U.S. Immigration
and Naturalization Service (INS). Therefore, on your first day of employment
you will be asked to provide proof of your identity as well as your legal right
to work in the United States. In most cases, a United States Passport or a
driver's license showing a photo of yourself, and a Social Security Card (which
does not restrict your employment) will satisfy the INS regulation. Please
bring this identification with you on your first day of employment.

     9.  ARBITRATION AGREEMENT. You and the Company agree that any dispute or
claim, including all contract, tort, discrimination and other statutory claims,
arising under or relating to your employment or termination of employment with
WebGain, Inc., but excepting claims under applicable workers' compensation law
and unemployment insurance claims ("arbitrable claims") alleged against the
Company and/or its agents shall be resolved by arbitration. HOWEVER, we agree
that this arbitration provision shall not apply to any disputes or claims
relating to or arising out of the misuse or misappropriation of the Company's
trade secrets or proprietary information. Such arbitration shall be final and
binding on the parties and shall be the exclusive remedy for arbitrable claims.
You and the Company hereby waive any rights each may have to a jury trial in
regard to the arbitrable claims. Arbitration shall be conducted by the American
Arbitration Association under the National Rules for the Resolution of
Employment Disputes. In any arbitration, the burden of proof shall be allocated
as provided by applicable law. The Company agrees to pay the fees and costs of
the arbitrator. However, the arbitrator shall have the same authority as a court
to award equitable relief, damages, costs, and fees (excluding the costs and
fees for the arbitrator) as provided by law for the particular claims asserted.
This arbitration provision will survive your termination.

     10. MISCELLANEOUS. This letter, together with all stock option agreements
and the Proprietary Information and Inventions Agreement, is the entire
agreement between you and the Company hereto concerning the subject matter
hereof and supersedes and replaces all prior or contemporaneous agreements or
understandings between you and the Company. If any term herein is unenforceable
in whole or in part, the remainder shall remain enforceable to the extent
permitted by law. This letter shall be governed under California law. No one
but the President of the Company has the authority to alter this offer and any
alteration must be in writing signed by the President and you.

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     We are looking forward to having you join the Company. Please acknowledge
and confirm your acceptance of this offer by October 28, 2000 at which point
the offer will expire. You can accept by signing and returning the enclosed
copy of this letter. Please feel free to call me at 408 517-3811 if you have
any questions.

                                       Sincerely,
                                       WebGain, Inc.
                                       /s/ ANGIE ANTHONY
                                       By: Angie Anthony
                                          -------------------------------
                                       Title: Director of Human Resources
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Employee Acceptance:

I accept the terms of my employment with the Company as set forth herein. I
understand that this offer letter does not constitute a contract of employment
for any specified period of time, and that my employment relationship may be
terminated by either party, at anytime time, with or without cause or notice.

Date 10/26/00
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                                       Stephen DiFranco
                                       /s/ STEPHEN DIFRANCO
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                                       Signature

Anticipated Start Date: 10/30/00
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