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                                  EXHIBIT 10.10

                          [LETTERHEAD OF IMANAGE, INC.]



September 25, 1998


Mark Culhane
315 Concord Drive
Menlo Park, CA 94025

Dear Mark:

I am pleased to offer you a position with NETRIGHT TECHNOLOGIES, INC. (the
"Company") as Chief Financial Officer as of October 1, 1998. If you decide to
join us, your Compensation package would be as follows:

1.      You will receive a monthly salary of $11,666.67, which will be paid
        semi-monthly in accordance with the Company's normal payroll procedures.

2.      We will recommend that the Board of Directors grant you an incentive
        stock option to purchase 150,000 shares of the NetRight Technologies
        common stock with an exercise price equal to the then current fair
        market value of the common stock, as determined by the Board of
        Directors. Subject to your continued employment with the Company,
        twenty-five percent (25%) of the option shares will vest on the first
        anniversary of your first day of employment, and the remaining shares
        will vest in thirty-six (36) equal monthly installments thereafter. This
        option will be subject to the terms and conditions of the Company's 1997
        Stock Option Plan (the "Plan") and the standard form of Incentive Stock
        Option Agreement (the "Option Agreement').

        We will also recommend that the Board of Directors grant you an
        incentive stock option to purchase an additional 30,000 shares of the
        NetRight Technologies common stock with an exercise price equal to the
        then current fair market value of the common stock, as determined by the
        Board of Directors. Subject to your continued employment with the
        Company, twenty-five percent (25%) of the option shares shall vest on
        the second anniversary of your first day of employment, with the
        remaining shares vesting in thirty-six (36) equal monthly installments
        thereafter. This option will also be subject to the terms and conditions
        of the Plan and Option Agreement.

3.      You will receive a sign-on bonus of $10,000.00.

4.      Up to 15% of your base salary as a bonus upon achieving mutually defined
        MBO'S.

5.      In the event of your Constructive Termination (as defined below) within
        twelve (12) months following a Transfer of Control (as such term is
        defined in Section 8.1(b) of the Plan), and provided you execute a
        release in the form attached hereto as Exhibit -------- A, you will be
        entitled to the following benefits: (i) six (6) months of your base
        salary, paid semi-monthly in accordance with the Company's normal
        payroll practices; and (ii) the vesting and exercisability of your
        outstanding stock options will immediately accelerate in an amount equal
        to the lesser of: (A) sixty percent (60%) of the total number of shares
        subject to each respective option or (B) the remaining unvested shares
        under each respective option as of the date of the Constructive
        Termination.

        For purposes of this letter agreement:

        "Constructive Termination" means a termination of your employment by the
        Company (or any successor entity) other than for Cause, or your
        resignation from the Company (or any successor entity) within thirty
        (30) days following an event deemed to be Good Reason.


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        "Cause" means (A) willful misconduct or gross negligence in performance
        of your duties hereunder, including your refusal to comply in any
        material respect with the legal directives of the Company's Board of
        Directors; (B) dishonest or fraudulent conduct, a deliberate attempt to
        do an injury to the Company, or conduct that materially harms the
        Company or is materially detrimental to the Company's reputation,
        including any felony conviction; or (C) a breach of any element of the
        Company's Employee Inventions and Proprietary Rights Assignment
        Agreement, including without limitation, theft or other misappropriation
        of the Company's proprietary information.

        "Good Reason" means (A) a material adverse change in your position; (B)
        a reduction of your base salary, unless such reduction is in connection
        with similar decreases of the other members of the Company's management
        team; or (C) without your prior written consent, a requirement by the
        Company that you relocate to a facility more than fifty (50) miles from
        your current principal workplace.

6.      In addition you will be eligible for the Company's standard benefits
        package including paid vacation and 401k plan when it is instituted.

If you choose to accept this offer, your employment with the Company will be
voluntarily entered into and will be for no specified period. As a result, you
will be free to resign at any time, for any reason or for no reason, as you deem
appropriate. The Company will have a similar right and may conclude its
employment relationship with you at any time, with or without cause.

For purposes of federal immigration law, you will be required to provide to the
Company documentary evidence of your identity and eligibility for employment in
the United States. Such documentation must be provided to us within three (3)
business days of your date of hire, or our employment relationship with you may
be terminated.

In the event of any dispute or claim relating to or arising out or our
employment relationship, you and the Company agree that all such disputes shall
be fully and finally resolved by binding arbitration conducted by the American
Arbitration Association in San Jose, California. HOWEVER, we agree that this
arbitration provision shall not apply to any dispute or claim relating to or
arising out of the misuse or misappropriation of the Company's trade secrets or
proprietary or confidential information.

To indicate your acceptance of the Company's offer, please sign and date this
letter in the space provided below and return it to me. A duplicate original is
enclosed for your records.

You will be required to sign an Employee Inventions and Proprietary Rights
Assignment Agreement as a condition of your employment. This letter, along with
any agreements relating to proprietary rights between you and the Company, set
forth the terms of your employment with the Company and supersede any prior
representations or agreements, whether written or oral. This letter may not be
modified or amended except by a written agreement, signed by the Company and by
you.

We look forward to working with you at NETRIGHT TECHNOLOGIES, INC.

Welcome aboard!

Sincerely,


 /s/ Mahmood Panjwani
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Mahmood Panjwani
President and CEO
NETRIGHT TECHNOLOGIES, INC.


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AGREED TO AND ACCEPTED

/s/ Mark Culhane                            9/28/98
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Mark Culhane                                Date