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                                                                  EXHIBIT 10.11

December 7, 1999

PERSONAL & CONFIDENTIAL
Jim Hilbert

Dear Jim:

On behalf of Support.com, Inc. (the "Company" or "Support.com") I am pleased to
offer you the position of Senior Vice President Sales and Business Development
of the Company. The terms of your employment relationship with the company are
as set forth below and as approved by the Company's Board of Directors.

1.  Position. You will be the Senior Vice President of Sales and Business
    Development of the Company, reporting to the President and Chief Executive
    Officer. As such, you will have such responsibilities as determined by the
    President and Chief Executive Officer.

2.  Base Salary and Performance Bonus. You will be paid a base salary of $12,500
    per month. Your salary will be payable in accordance with the Company's
    standard payroll policies (subject to normal required withholding). You will
    receive a vacation and benefit package similar to that provided for all
    other executive level employees. You will also be eligible to cam incentive
    based compensation amounts based performance criteria mutually agreed upon
    by you and the President and Chief Executive Officer.

3.  Stock Options. Subject to the approval of the Board of Directors of the
    Company, you will be granted an option to purchase 500,000 shares of Common
    Stock (TBD on base options and performance based options) of the Company at
    an exercise price per share of to be determined at the next board meeting.
    Your option will be granted under the Support.com, Inc. 1998 Option Plan, in
    accordance with and subject to each term of the Company's standard form of
    option agreement. These options will vest 25% at the end of your first year
    of employment and thereafter monthly at 1/48 per month of the total option
    amount so that at the end of your fourth year of employment you will be 100%
    vested in this incentive stock option grant.

4.  At-Will Employment. You will be an employee-at-will, meaning that either you
    or the Company can terminate your employment relationship at any time, for
    any reason, with or without Cause, and with or without notice. You agree to
    devote substantially all of your business time and attention to the Company.
    Nevertheless, you shall be permitted to serve as a member of the board of
    directors of other boards of directors of for-profit and not-for-profit
    organizations as the Board may reasonable approve.
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5.  Termination of Employment:

5.1 In the event your employment is terminated by the Company with or without
    Cause, as defined herein, or you resign with or without Good Reason, as
    defined herein, you will be entitled to payment of (i) accrued salary,
    benefits and reimbursable expenses owing to you through the date of such
    termination, and (ii) the incentive based compensation earned for the Fiscal
    Year preceding the date of your termination if it has not been paid as of
    the date of your termination.

5.2 If your employment is terminated by the Company, for any reason other than
    for Cause, or is terminated by you for Good Reason, in addition to the
    payments provided for in Section 5.1, you will be entitled to receive a
    severance package consisting of (i) your base monthly salary, paid as though
    you were still employed by the Company for a period of 6 months in
    installments, subject to appropriate deductions, (ii) continued
    participation in all benefit plans as an employee for a period of 6 months,
    and (iii) vesting of all stock options granted to you that would have vested
    by the end of the month of your termination if your employment had not been
    terminated. The Company shall have the obligation to make the payments and
    provide the benefits provided for in this section regardless of your income
    or effects to mitigate, if any, however it shall have the right to stop the
    payments and benefits in Section 5.2(i) and (ii) if at any time prior to the
    expiration of six months after termination, you become otherwise employed in
    another full time salaried position with benefits. In order to receive this
    severance package, you will be required to sign a release in a form
    acceptable to the Company, of any and all claims that you may have against
    the Company.

5.3 "Cause" means a determination in the reasonable good faith of the Board that
    you have: (a) engaged in a material act in violation of the law, except that
    if with regard to the act, you are not subsequently convicted of a felony or
    do not enter a plea of guilty or nolo contendre to a felony (except for
    ordinary traffic violations); you will be entitled to receive the severance
    package provided for in Section 5.2 (i through iv), (b) materially breached
    your fiduciary duty to the Company; (c) unreasonable refused to perform the
    good faith, lawful policies or instructions of the Chief Executive Officer;
    or (d) failed to fully and faithfully perform your materially obligations
    under this Employment Agreement after having been given thirty days written
    notice of any such failure and an opportunity to cure. "Good Reason" means
    (i) you are assigned significant duties inconsistent with your position in
    the Company or your employment terms and responsibilities are materially
    diminished by the Company, (ii) you are required to relocate to a regular
    work location that is more than 50 miles from the Company's offices where
    you regularly work, without your approval or (iii) a material breach by the
    Company of its obligations under the Employment Agreement. If you wish to
    resign your employment for Good Reason, you will be required to give the
    Company 30 days written notice of resignation. The Company will have 30 days
    to cure the reason(s) for your resignation. If the reason(s) for your
    resignation is/are not cured within 30 days, the period of time you have to
    exercise your stock options shall begin to run following the expiration of
    the cure period.
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6.  Change in Ownership Event. For a period of six months following a "Change In
    Ownership Event" ("Change In Ownership Event" being defined as any sale of
    all or substantially all of the Company's assets or any merger,
    consolidation or stock sales which results in the holders of the Company's
    capital stock immediately prior to such transaction owning less than 50% of
    the voting power of the Company's capital stock immediately after such
    transaction), if (a) your employment is terminated by the Company or its
    successor for any reason other than for Cause (as defined in Section 5 of
    this Employment Agreement); or (b) you resign for Good Cause, you will be
    entitled to receive a severance package consisting of (i) vesting of 50% of
    any unvested stock options that were issued to you by the Company, (ii) 6
    months of your base salary at that time, payable in a lump sum, subject to
    normal withholding requirements, (iii) continued participation in all
    benefit plans as an employee for a period of 6 months, and (iv) bonus for
    the fiscal year in which your employment is terminated, pro rated on a
    monthly basis based upon your termination date, if you achieved the
    performance criteria mutually agreed upon by you and the Board for that
    Fiscal Year. You shall have a period of 90 days following termination of
    your employment pursuant to Section 6(a) to exercise such options. If you
    wish to resign your employment pursuant to Section 6(b), you will be
    required to give the Company 30 days written notice of resignation. The
    Company will have 30 days to cure the reason(s) for your resignation. If the
    reason(s) for your resignation is not cured within 30 days, you shall have a
    period of 90 days following the cure period to exercise such options. In
    order to receive this severance package, you will be required to sign a
    release in a form acceptable to you and the Company, of any and all claims
    that you may have against the Company.

7.  Representation and Warranty. You represent and warrant to the Company that
    the performance of your duties will not violate any agreements or trade
    secrets of any other person or entity.

8.  Standard Employee Agreements. You will be expected to sign and comply with
    the Company's standard Employment, Confidential Information and Invention
    Assignment Agreement (the "Employee NDA") which requires, among other
    provisions, the assignment of patent rights to any invention made during
    your employment at the Company and non-disclosure of proprietary
    information. Your employment will be contingent upon and not be deemed
    effective until you have executed and returned the Employee NDA to the
    Company. As provided in the Employee NDA, 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. In addition, you will abide by the Company's strict
    policy that prohibits any employee from using or bringing with him or her
    from any pervious employer any confidential information, trade secrets, or
    proprietary materials or processes of such former employer. You also agree
    that, during the term of your employment with the Company, you will not
    actively engage in any other employment, occupation, consulting or other
    business directly or indirectly 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.
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9.  Start Date.  This agreement is effective as of December __, 1999.

10. Federal Immigration Law. For purpose of federal immigration law, you will be
    required to provide 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 commencement date, or
    our employment relationship you may be terminated.

11. Entire Agreement.  This Employment Agreement, together with your Stock
    Option Agreement, and your Confidentiality and Assignment of Inventions
    Agreement, which are incorporated by reference, constitutes the entire
    agreement between the parties and supersedes all other agreements or
    understandings.  This Employment Agreement can only be changed in writing,
    signed by you and the Chairman of the Board of the Company.
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Jim, on behalf of the Board, let me express how pleased I am to extend this
offer, and how much I look forward to working with you.  Please indicate your
acceptance by signing and returning the enclosed copy of this letter.

Sincerely,

SUPPORT.COM, INC.


By:___________________________________



Title:________________________________



The forgoing terms and conditions are hereby accepted:


Signed: /s/ Jim R. Hilbert
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Print Name: Jim R. Hilbert
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Date: 12/7/99
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