July 31, 1998


Leonard LeBlanc
18309 Twin Creeks Road
Monte Sereno, California 95030


Dear Len,

We are delighted that you are considering joining us at The 
Vantive Corporation (the "Company"). The purpose of this 
letter is to set forth the offer of employment that we have 
discussed.

We propose that you begin employment with the Company as 
Executive Vice President and Chief Financial Officer, 
reporting to John Luongo, Vantive CEO.  The effective date 
of your employment will be August 10, 1998. 

Your base salary, before deductions computed on an annual 
basis and beginning on the date you become an employee of 
the Company, will be initially $250,000 per year.  Such 
base salary shall be paid in installments in accordance 
with the Company's US payroll policy for services performed 
prior to the date of payment.  

You will be a member of Vantive's Executive Committee, 
which also entitles you to participate in Vantive's 
Executive discretionary performance bonus program.  Your 
targeted incentive bonus will be $150,000 on an annual 
basis, subject to the achievement of your quarterly 
performance goals, as well as Company performance goals.   
From your first day through the end of 1998, your target 
bonus will be $62,500, of which $30,000 in bonus is 
guaranteed. 

Subject to the approval of the Board of Directors and your 
execution of the Company's form of stock option agreement, 
you shall be awarded incentive stock options under the 
Company's Stock Purchase and Option Plan to purchase a 
grant of 200,000 shares of the common stock of the Company.  
This option agreement will vest over a 48-month period at 
the rate of 6/48 after the first full six months of 
employment, and 1/48 per month thereafter. 

The price per share of this option agreement will be the 
fair market value of a share of common stock of the Company 
as of the date of grant as determined by the Board of 
Directors. The option grant is subject to your execution of 
a form of the Company's standard form stock option 
agreement and will be governed by the terms and conditions 
of that agreement.  

You and the CEO will develop and present to Vantive's Board 
of Directors for approval a new stock-accelerated program 
based on achievement of specific goals (TARSAP or similar) 
for yourself  (at 100,000 shares) and other executive 
officers (shares to be determined) as designated by the 
CEO. 

You are also being offered a sign-on bonus of $50,000.  
Such bonus will be generated through Payroll after 14 days 
of employment with Vantive. 

Should The Vantive Corporation or an merging or acquiring 
entity terminate your employment for any reason other than 
your voluntary resignation, death, disability or "just 
cause", you may invoke 6 months of paid COBRA coverage of 
medical, dental, and other insurance, 12 month stock 
vesting, and a salary continuation of 6 months in length, 
i.e. continuing to receive your base salary for a total of 
6 months beyond your last day of work on the same schedule 
as salary was paid prior to such termination. As read 
herein, "just cause" shall mean: a) your commission of a 
felony;  b) your commission of an act of dishonesty, theft, 
misrepresentation, or fraud;  c) your commission of an act 
involving moral turpitude;  d) your failure to discharge 
the lawful directions given to you by your immediately 
direct supervisor (that person to whom you report) or the 
Board of Directors of The Vantive Corporation;  e) your 
willful engagement in bad faith conduct or professionally 
inappropriate conduct which is materially detrimental to 
Vantive;  f) the voluntary filing of bankruptcy petition by 
you  or  g) the adjudication of you as insane or 
incompetent.  

In the case of any merger or acquisition or other business 
combination (a "Transaction") involving all or 
substantially all of the assets of The Vantive Corporation, 
other than re-incorporation where Vantive is not the 
surviving company and where the acquiring company or merger 
partner controls a majority of Vantive stock after a 
Transaction, any of your granted and unvested options will 
have their vesting accelerated by one year, i.e. by 12/48, 
up to a maximum of 100% of your option shares.  

This offer of employment is expressly subject to your 
executing the Company's standard form of non-disclosure 
agreement in the form enclosed with this letter as well as 
your agreement to follow all other rules, guidelines, and 
policies that the Company may announce from time to time.  
The non-disclosure agreement must be signed and returned to 
Vantive Human Resources in Santa Clara, California, and 
received there before your start date.

As with all US-based employees, this offer of employment is 
not for any specific period of time and your employment may 
be terminated with or without cause by yourself or by the 
Company at any time and for any reason.

This offer of employment contains all terms and conditions 
of employment with the Company and supersedes any and all 
prior, oral or written, representations or agreements made 
by anyone employed by, or associated with, the Company.  
Please note that on your first day of work, you will be 
asked to complete a range of employment forms, including a 
US Employment Eligibility Verification (I-9) form.  The 
forms must be completed within three business days of the 
date your employment begins, and will require you to 
present acceptable documentation of that eligibility.  
Failure to do so may result in suspension without pay or 
termination.

After you have commenced employment at Vantive, you 
authorize the Company to capture your employee-related 
information in its worldwide database.  This information 
will be stored as part of your personnel record.  You agree 
to cooperate fully with such information requests from your 
manager or Human Resources.  Vantive will guarantee to do 
everything in its power to secure this system and protect 
the sensitivity and integrity of the information.

You shall be entitled to receive all other benefits of 
employment generally available to the Company's other full 
time regular employees.  All amounts payable to you as 
taxable compensation shall be subject to income tax 
withholdings as required by federal, state, and /or local 
authorities, and any other applicable withholdings.

I hope that you will accept this offer.  Please be advised 
that this offer of employment is valid only until August 6, 
1998.  Please acknowledge acceptance of this offer by 
signing and dating this letter and returning it to us on or 
before the day the offer becomes invalid.

Sincerely,



John R. Luongo
Chief Executive Officer


I agree to the terms and conditions of employment set forth 
above.



____________________________________               
_____________________
        Leonard J. LeBlanc      Date



Vantive : For US employment
v. 3.0, February, 1997
Vantive : For US employment
v. 3.0, February, 1997

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