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[WEBGAIN LOGO]
                                                                   Exhibit 10.13

August 3, 2000

Colin Bodell
107 Reservoir Road
Atherton, CA 94027

Dear Colin:

     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 Vice President,
Engineering 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.

     2.  COMPENSATION. In consideration of your services, you will be paid an
annualized base salary of $240,000 and an annualized variable salary of
$160,000, payable in accordance with the Company's standard payroll practices.
Your base salary will be reviewed annually by the appropriate management of the
Company.

          We are also offering a $20,000 sign on bonus (subject to withholding
taxes), payable in your first paycheck. Should you voluntarily leave WebGain in
less than one year's time, we will require prorated reimbursement of this bonus
(1/12 per month). Your signature authorizes this deduction from your final
paycheck, if necessary.

     3.  BENEFITS. You will be entitled to receive employee benefits made
available by the Company to similarly situated employees to the extent of your
eligibility.

     4.  STOCK OPTIONS. Under the terms and conditions of the Company's Stock
Plan, you will be granted 1,500,000 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.



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     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. 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. However,
in the event of involuntary termination for other than cause, WebGain agrees to
pay 3 months of base salary as severance pay.

     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. 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 in San Francisco, California 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 and the
arbitrator shall have the same authority as a court to award equitable relief,
damages, costs, and fees as provided by law for the particular claims asserted.
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. This arbitration
provision will survive your termination.

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     If any term herein is unenforceable in whole or in part, the remainder
shall remain enforceable to the extent permitted by law.

     We are looking forward to having you join the Company. Please acknowledge
and confirm your acceptance of this offer by August 10, 2000 at which point the
offer will expire. You can accept by signing and returning the enclosed copy of
this letter by fax to 408-517-3730, then sending the original via regular mail.
Please feel free to call me at 408-517-3813 if you have any questions.

                              Sincerely,

                              /s/ CHRISTINA MONZON
                              ----------------------------
                              Christina Monzon
                              Human Resources Manager
                              WebGain, Inc.


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 any time, with or without cause or notice.


Date:  3 August 2000                       /s/ COLIN BODELL
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                                           Colin Bodell

Anticipated Start Date: August 28, 2000