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                                  EXHIBIT 10.11

                          [LETTERHEAD OF IMANAGE, INC.]



May 4, 1999

Mr. Philip B. Uchno
430 Los Altos Avenue
Los Altos, CA  94022

Dear Phil:

I am pleased to offer you a position with iManage, Inc. (the "Company") as a
Vice President of Worldwide Sales. You will report directly to the Chief
Executive Officer and your anticipated start date will be May 5, 1999.

If you decide to join us, your Compensation package would be based on a total
annual earnings package of $300,000.00 as follows:

1.      For the year ending December 31, 1999, the total annual earnings ("TAE")
        prorated from your May 5, 1999 start date would equate to $200,000.00
        consisting of:

        a)      a monthly salary of $12,500.00 ($150,000.00 annualized), which
                will be paid semi-monthly in accordance with the Company's
                normal payroll procedures,

        b)      a 1999 incentive bonus of $33,333.00 based on achievement of
                mutually defined MBO's, which will be mutually agreed to by
                5/31/99, and

        c)      a 1999 revenue and profitably plan incentive of $66,667.00 based
                upon achievement of the Company's 1999 revenue and profitability
                plan.

        As an advance towards your annual incentives, you will be provided a
        monthly draw of $4,167.00 from your date of hire through December 31,
        1999. This monthly draw is non-recoverable in the event your 1999
        incentives are not achieved. However, this monthly draw will not
        increase TAE.

2.      We will recommend that the Board of Directors grant you an option to
        purchase 200,000 shares of iManage, Inc. common stock with an exercise
        price equal to the then current fair market value of common stock, as
        determined by the Board of Directors. Subject to your continued
        employment with the Company, the option shares will vest on a monthly
        basis in forty-eight (48) equal monthly installments from your first day
        of employment. In the event you decide to terminate your employment with
        the Company within the first twelve (12) months, or if the Company
        terminates your employment for Cause, during the first twelve months,
        the Company will have the right to repurchase the vested options at the
        original option price. Change in role: If iManage, Inc. chooses to
        otherwise terminate you in the role of VP of Worldwide Sales and in the
        event that you and iManage, Inc. do not come to a mutually agreeable
        role or assignment, your stock vesting shall remain in effect. This
        option will be subject to the terms of the Company's 1997 Stock Option
        Plan and standard form of Incentive Stock Option Agreement (the "Option
        Agreement").

        We will also recommend to the Board of Directors that you be granted an
        incentive stock option to purchase an additional 30,000 shares of
        iManage, Inc. common stock with an exercise price equal to the then
        current fair market value of 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 two years from
        your first day of employment, and the remaining shares will vest in
        thirty-six (36) equal monthly installments thereafter. If the Company's
        1999 revenue and profitability plan is achieved, the vesting start date
        will accelerate one year. This option will be subject to the terms of
        the Company's 1997 Stock Option Plan and standard form of Incentive
        Stock Option Agreement (the "Option Agreement").


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3.      In addition you will be eligible for the Company's standard benefits
        package including paid vacation and 401(k) plan.

4.      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, the vesting and
        exercisability of the outstanding stock options granted to you in item 2
        above will immediately accelerate in an amount equal to fifty percent
        (50%) of the remaining unvested options as of the date of the
        Constructive Termination.

        "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.

        "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; or
        (B) a material reduction of your base salary and inventive plan, unless
        such reduction is in connection with similar decreases of the other
        members of the Company's management team.


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 of 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. This offer of employment will expire at 5:00 p.m. on
Tuesday, May 4, 1999.

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.


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We look forward to working with you at iManage, Inc. Welcome aboard!


Sincerely,

/s/ Mahmood Panjwani

Mahmood Panjwani
President and CEO
iManage, Inc.

AGREED TO AND ACCEPTED



/s/ Phil Uchno                              May 5, 1999
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Phil Uchno                                  Date


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                                    Exhibit A
                                Release of Claims


In consideration for the benefits to be received under that offer letter dated
May 4, 1999 to which this Release is attached as Exhibit A, _________________
("Executive") and his successors release the Company its affiliates and their
shareholders, investors, directors, officers, employees, agents, attorneys,
legal successors and assigns of and from any and all rights, claims, actions and
causes of action, whether now known or unknown, which Executive now has, or at
any other time had, or shall or may have against the released parties based upon
or arising out of any matter, cause, fact, thing, act or omission whatsoever
occurring or existing at any up to and including the date on which this Release
becomes effective, including, but not limited to, (i) any claim or right to any
stock or stock options of the Company or any affiliate thereof or successor
thereto, (ii) breach of contract, wrongful termination, fraud, defamation,
infliction of emotional distress, or (iii) discrimination or harassment on the
basis of national origin, race, age, sex, sexual orientation, disability or
other prohibited classifications under the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Americans With Disabilities Act,
the Fair Employment and Housing Act or any other applicable law.

Executive acknowledges that he has read Section 1542 of the Civil Code of the
State of California, which states in full:

               A general release does not extend to claims which the Creditor
               does not know or suspect to exist in his favor at the time of
               executing the release, which if known by him must have materially
               affected his settlement with the debtor.

Executive waives any rights that he has or may have under Section 1542 to the
full extent that he may lawfully waive such rights pertaining to this general
release of claims, and affirms that he is releasing all known and unknown claims
that he has or may have against the parties listed above.

Executive understands that he should consult with an attorney prior to signing
this Release and that he is giving up any legal claims he has against the
parties released above by signing this Release. If Executive is over forty (40)
years of age, Executive further understands that has up to 21 days to consider
this Release, that he may revoke it any time during the 7 days after he signs
it, and that it shall not become effective until that 7-day period has passed.
Executive acknowledges that he is signing this Release knowingly, willingly and
voluntarily in exchange for the benefits described herein.


Signature   /s/ Phil Uchno                  Date:    May 5, 1999
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