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

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