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                                                                   EXHIBIT 10.12



November 1, 1999



Kurt Heikkinen
513 Saddle Creek Court
San Ramon, CA 94583

Dear Kurt:

It is my pleasure to extend you an offer to join Evolve in the position of Vice
President of Professional Services reporting to me.  Your start date is set for
November 29, 1999.

You will be compensated semi-monthly in arrears with an annual base salary of
$160,000. You are also eligible to participate in the Company Bonus Program with
an annual bonus target of $60,000.

You will also be provided with the opportunity to purchase 1,350,000 shares
(approximately 1% of the outstanding stock, options and warrants of the Company)
of restricted stock at $0.20 per share pursuant to the standard form of
Restricted Stock Purchase Agreement provided to all officers and directors of
the Company. These shares will vest at a rate of 1/4th on your first anniversary
of employment and 1/48th per month over a three-year period thereafter, but such
vesting will accelerate in the event of an acquisition of the Company as
follows:

     If there is any sale of all, or substantially all, of the assets of the
     Company, or any merger or consolidation as a result of which the holders of
     the Company's capital stock immediately prior to such transaction own less
     than 50% of the capital stock of the combined company following such
     transaction (each, an "Acquisition"), then any stock or options to purchase
     stock of the Company ("Subject Securities") held by you prior to any
     Acquisition shall have the following vesting terms:

     1.   If you voluntarily terminate your employment or consulting prior to
          the one-year anniversary of the Acquisition, there will be vesting
          only to such termination date without any acceleration or continued
          vesting of Subject Securities beyond the date of your voluntary
          termination; or

     2.   If your position is eliminated and/or you are not offered a position
          with comparable remuneration, responsibility, authority or location in
          the new or acquiring entity, there will be an acceleration of vesting
          of all Subject Securities; or

     3.   If your employment or consulting relationship is involuntarily
          terminated during the first year of such service in the new or
          acquiring entity, there will be an acceleration of vesting of Subject
          Securities until the second anniversary of the Acquisition; or

     4.   Upon your completion of one year of employment, consulting or other
          service in the new or acquiring entity, there will be an acceleration
          of vesting of Subject Securities to the second anniversary of the
          Acquisition.
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Kurt Heikkinen
November 1, 1999
Page 2


Evolve offers comprehensive medical, dental and vision coverage as well as life
insurance, long-term disability and a 401(k) plan, which will become effective
on the first day of your employment.  Please contact Rosemary Tong at (415) 439-
4017 to schedule an appointment to complete your new hire paperwork on your
first day of work.

Our offer to hire you is contingent upon your submission of satisfactory proof
of your identity and your legal authorization to work in the United States, and
Evolve's policy is that all employment and compensation with company is "at
will" in that they can be terminated with or without cause, and with or without
notice, at any time at the option of either Evolve or yourself, except as
otherwise provided by law.

As a further condition of employment, we require that you read, sign and return
the enclosed Employment, Confidential Information and Invention Assignment
Agreement.

To assist us in complying with The Immigration Reform Act of 1986 which requires
employers to verify the citizenship and legal right to work of all new employees
within three business days of the time of hire, you will need to complete Part 1
of the enclosed Employee Eligibility Verification Form (I-9), dating it with the
date of your first day at work.  You will also need to be prepared to supply to
Human Resources any documents needed to satisfy the requirements of Part 2 of
the I-9 form: either one from list A, OR one from list B and one from list C.
The documents need to be originals, not facsimiles, and need only meet the
minimum requirements.  We have also included a W-4 form (required for payroll
processing) and a direct deposit form (participation is optional) which must be
completed and returned to Human Resources on your first day of employment.

The terms of this offer and all other compensation matters relating to your
employment with the Company are confidential and may not be shared with anyone
except your family, professional advisors and immediate supervisor.

We are very excited about the possibility of having you on board.  Please
respond to this offer no later than November 4, 1999 by faxing your acceptance
to our Human Resources office at (415) 439-4021.  If you have any questions,
please call me at directly (415) 439-4078.

Sincerely,



Jim Bozzini
Chief Operating Officer



Accepted by:                                Date:
            ---------------------------          -----------------
                   Kurt Heikkinen