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                                                                    EXHIBIT 10.9

                             SUMMARY OF EMPLOYMENT
                                 TERMS BETWEEN
                                   JOE MENARD
                                      AND
                                 WEBGAIN, INC.

      This term sheet sets forth the principal terms of employment agreed to
between Joe Menard and Webgain, Inc.

TITLE:         President, Chief Executive Officer and Chairman of WebGain, Inc.
               (the "Company"), reporting to the Board of Directors (the
               "Board"). Menard will serve as a member of the Board.

START DATE:    April 22, 2000.

LOCATION:      The principal location of employment will be at the Company's
               executive offices located in Cupertino, California.

COMPENSATION:

     ANNUAL BASE
     SALARY:        $266,000, paid semi-monthly, with annual review
                    by the Board.

     INCENTIVE
     BONUS:         Participation in Executive Bonus Plan with target bonus of
                    60% of base salary, based on meeting or exceeding
                    mutually-agreed upon performance targets. Additional
                    incentives may be provided at the Company's discretion,
                    based on exceptional performance.

     EQUITY:        Menard will be granted options to purchase 8,750,000 shares
                    of common stock under the Company's 2000 Non-Qualified
                    Stock Incentive Plan (the "Plan") at a price of $1.00 per
                    share. 400,000 shares will be granted as ISOs and the
                    balance as nonqualified stock options. The options will
                    vest as to 25% of the shares after one year; and as to an
                    additional 1/36th of the remaining shares at the end of
                    each month thereafter for 36 months, provided employment
                    continues. Vesting period shall commence April 22, 2000.
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                     Upon termination of employment, vested options may be
                     exercised for 90 days (one year in the event of death or
                     disability), and unvested options will be forfeited.

     BENEFITS:       Menard will receive benefits made available to other
                     employees of the Company, including his BEA annual
                     vacation accrual of 4 weeks per year. In addition, Menard
                     will receive a one-time payment of $10,000 to be used for
                     obtaining financial planning advice. The Company will
                     provide customary D&O liability insurance prior to an IPO.

     VESTING OF
     BEA OPTIONS:    BEA will allow Menard to continue to vest in his BEA
                     options through August 6, 2000 and such options will
                     otherwise be exercisable pursuant to the terms and
                     conditions of the BEA option agreement.

     REPAYMENT OF
     BEA HOME LOAN:  It will be expected that Menard will repay his BEA home
                     loan on terms to be agreed with BEA.

     TERM OF
     EMPLOYMENT:     No fixed employment term -- Menard may terminate on 90
                     days' prior written notice. Company may terminate at any
                     time subject to severance obligations (described below).

     SEVERANCE:      Prior to a Change in Control: upon a termination by the
                     Company without "Cause," or by Menard for "Good Reason,"
                     Menard will continue to be paid base salary and bonus for
                     a period of one year and will receive one year's
                     additional credit toward vesting options.

                     After a Change of Control: only upon termination of
                     employment by the Company without Cause, or by Menard for
                     Good Reason, 100% of the options will become immediately
                     vested, and Menard will continue to be paid base salary
                     and bonus for one year. "Good Reason" will not exist if,
                     after a Change in Control, Menard continues to run the
                     Company as an independent business unit or subsidiary with
                     substantially the same authority and responsibilities.


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                     "Change in Control" will be customarily defined to include
                     acquisition of more than 50% of the Company by a person or
                     persons acting as a group, excluding Warburg Pincus, BEA
                     Systems, Inc., or any of their respective affiliates.

                     "Cause" will be customarily defined to include felonies,
                     fraud, embezzlement, gross negligence or willful
                     misconduct which is materially injurious to the Company.

                     "Good Reason" will be customarily defined to include any
                     material diminution in titles or duties without Menard's
                     consent, reduction in compensation, relocation, etc.

     DEATH OR
     DISABILITY:     If a termination occurs by reason of death or disability
                     during the first year of employment, 25% of the options
                     will be vested. The Company will provide customary life
                     and disability insurance coverage.

     RESTRICTIONS
     ON STOCK:       Any shares acquired by Menard prior to an IPO will be
                     subject to customary rights of first refusal, repurchase
                     rights, underwriters lock-up (typically 180 days), etc. as
                     provided in the Plan and/or the Option Agreement.

     RESTRICTIVE
     COVENANTS:      Menard will be subject to a standard noncompete for a
                     period of one year following any termination of
                     employment. Menard will also be prohibited from soliciting
                     any key employees of the Company, or soliciting any of its
                     customers, clients, or business opportunities, for a
                     period of three years following any termination of
                     employment.

                     Confidential information, trade secrets, intellectual
                     property, inventions, etc. may not be used for the
                     Menard's personal benefit or disclosed to any third party
                     at any time during or after termination of employment.

     CONSULTING:     Upon termination of employment, the Company may retain
                     Menard as a consultant for a


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               period of up to one year. During this time Menard will be
               prohibited from providing services to any direct competitor of
               the Company. Menard will be paid his regular base salary during
               the consulting period and will not be required to provide
               services for more than 40 hours per week.

REPRESENTA-
TIONS:         Menard represents that he is not subject to any existing
               agreements which would restrict or prohibit him from accepting
               employment with the Company and performing the duties customarily
               associated with the position of Chief Executive Officer.

DISPUTE
RESOLUTION:    Standard arbitration clause.

APPLICABLE
LAW:           Delaware

DEFINITIVE
AGREEMENT:     The parties will enter into a definitive employment agreement
               setting forth the above terms as soon as practicable after
               execution of this term sheet. Each party acknowledges that this
               term sheet will serve as a binding agreement between them until
               superseded by such employment agreement.

AGREED TO AND ACCEPTED:

WebGain, Inc.

By: /s/ CARY DAVIS                        6/5/00
   -------------------------------      ----------
Name:                                      Date
Title: Director

/s/ JOE MENARD
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Joe Menard                                 Date
CEO


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