Exhibit 10.34




EXHIBIT 10.34





January 30, 2002




Divesh Sisodraker


2455 Mollie Nye Way

North Vancouver, BC

V7J 3T8



Re: Employment
Agreement


Dear Divesh,


This document will confirm the
terms and conditions regarding your appointment as Chief Financial Officer
effective October 1, 2001. In this role, you will report to the President and
CEO and your salary will be $200,000 CDN. You will be entitled to earn incentive
compensation of $50,000 USD annually based on corporate performance targets.
This incentive compensation is paid on a quarterly basis. 


In order to continue to
encourage you to work for Pivotal Corporation (“Pivotal”) and its
shareholders, Pivotal proposes amending the terms of your employment to provide
you with the following supplemental benefits relating to a change of control in
Pivotal. 


The proposed new terms are as follows:


	1.	
Change of Control – A “change of control” means (a)
the completion of a merger or consolidation of Pivotal with or into another
entity or any other corporate reorganization, if more than 50% of the combined
voting power of the continuing or surviving entity’s securities outstanding
immediately after such merger, consolidation or other reorganization is owned by
persons who were not shareholders of Pivotal immediately prior to such merger,
consolidation or other reorganization, or (b) the sale, transfer or other
disposition of all or substantially all of Pivotal’s assets.





	2.	
Employee Election:  If, during the 6 month period following
the date of any change of control (the “Transition Period”), there is
(a) a material reduction in your aggregate compensation, (b) a material change
to your position, authority or duties that is inconsistent with your current
position, authority or duties or (c) a change in your work location to a
location outside of the Lower Mainland of British Columbia, you shall have the
option to terminate your employment with Pivotal, provided that you advise
Pivotal or successor company in writing of your election to exercise this option
at any time during the Transition Period or before the expiration of 10 days
after the end of the Transition Period (the “Employee Election”).








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	3.	Effect of Termination:  
- If Pivotal or successor company  terminates your employment for any reason other than just
cause during the Transition Period, of if you exercise the Employee Election, Pivotal will:





	 	(a)	Pay to you:





	 	 	(i)	
a lump sum payment equivalent to 12 months of your base salary at the date of
the change of control (the “Severance Payment”), less applicable
statutory withholdings, to compensate you for the termination of employment; and





	 	 	(ii)	a lump sum  payment
in the  amount of 10% of the  Severance  Payment,  less  applicable
statutory withholdings, to compensate you for the loss of benefits;





		(b)	continue to pay, if applicable, any ongoing professional
association dues that are required in order for you to be employed for a period of
12 months following the date of termination; and





		(c)	accelerate  the vesting of 50% of all  unvested  stock
options held by you as of the date of the change of control.






	 	
You
agree that the amount payable to you pursuant to this clause shall be the
maximum compensation to which you are entitled in lieu of reasonable notice, and
Pivotal will have no further obligation to you with respect to the termination
of your employment, including without limitation further compensation, severance
pay or damages.





You may wish to obtain legal
advice about this offer.


If you agree with the above
terms, please sign and return a copy of this letter to Pivotal. 


Yours very truly,



Bo Manning

        President & CEO.


I agree with and accept the above
        terms and conditions of employment.




                      
                      
             
                    
                      
                      
             


Divesh Sisodraker
                    
                    
       DATE











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