Exhibit 10.2

April 28, 1997


Mr. James L. Zucco, Jr.
3 Roebling Road
Bernardsville, NJ  07924

Dear Jim:

On behalf of Shiva and its Board of Directors, I am pleased to offer you
the position of President and Chief Operating Officer of Shiva, reporting
to me.  In your new position you will be responsible for directing all of
Shiva's worldwide operations.  All the company's organizations will report
to you.

Furthermore, it is the company's intent to communicate immediately our plan
to promote you into the additional role of Chief Executive Officer, with a
stated transition time of first-half 1998.  As we discussed, it is our
actual plan to effect this transition in the first quarter of 1998.

Your recurring compensation will include a base salary of $320,000, and an
annual bonus, pursuant to the Shiva Corporate Bonus Plan, targeted at 125%
of this amount or $400,000 based on the company meeting its operating plan
and other objectives set between us and with the Board of Directors.  The
pro-rata size of this bonus for the rest of 1997 is $266,640.  For this
year alone, Shiva will guarantee $200,000 of this available bonus amount,
to be paid with other employee bonuses in the first quarter of 1998.  In
addition Shiva offers you a signing bonus of $200,000, payable upon
receipt of your signature accepting this offer of employment.

Shiva will also make available $700,000 for your use as a no-interest loan
in order to allow you to exercise-to-hold Lucent stock options so that
you may take advantage of capital gains treatment for approximately one
quarter of your currently vested Lucent options.  This money will be
provided as a loan which will be repaid when the stock is sold, or in five
years time, whichever comes first. 

In addition, the company will make available at the end of 1998 and 1999 a
per-year no-interest loan of up to $200,000, but not more than the
difference between $800,000 and your total salary and earned bonus for the
preceding year.  If you leave Shiva by your own decision prior to May,
2001, whatever loan funds you have accepted, up to the maximum of $400,000,
will be repayable to Shiva; otherwise the used portion of the loan will be
forgiven after May 2001.

Shiva is pleased to offer you 700,000 options in Shiva stock at a price to
be set by the Board of Directors at the day-ending price of the day upon
which we receive your signed acceptance.  One fourth of these options will
vest immediately.  The additional three-fourths will begin vesting
quarterly on August 1, 1998 and complete vesting May 1, 2001.  In
addition, however, as an added incentive the last one-fourth of these
options, scheduled to vest from May 1, 2000 to May 1, 2001, will
accelerate immediately when the company's stock price has maintained a 90-
day trailing average day-ending price of $35 for a period of 90 days.

In the event of a change of control of Shiva within one year, 50% of your
total 700,000 stock options will vest immediately. In the event of a
change of control of Shiva after one year, 100% of your total 700,000
stock options will vest immediately.

Shiva expects that you will be pleased with the company's medical and
disability programs.  Upon your furnishing us with information about your
life insurance program, the company will undertake to effect a transfer of
that cost to Shiva.  Reasonable relocation and family visit expenses will
be provided.

In the event of your termination other than for cause, you will be eligible
to receive severance pay for one year or until you find other suitable
employment.

Jim, we are all extremely pleased that you will be joining Shiva.  Please
sign the agreement, which is in effect until 5:00pm EDT on Tuesday, April
29, 1997, and return it to me via facsimile at 617-270-8998.

Sincerely,


/s/ Frank A. Ingari

Frank A. Ingari
President and Chief Executive Officer

FAI/ns
Enclosure (Employee Non Competition Agreement)


Accepted: /s/ James L. Zucco, Jr.
	  ------------------------------------------------

Date:     28 April 1997
	  ------------------------------------------------

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	       Adjustment in Payments in the Event of a
			    Change of Control
			    -----------------

	 Attachment to James L. Zucco, Jr. Employment Offer Letter
			   Dated April 28, 1997

Basic Rule.  Any provision of this Offer Letter (the "Offer Letter") to
the contrary notwithstanding, in the event that the independent
auditors retained by Shiva Corporation (the "Corporation") most
recently prior to a change in control (the "Auditors') determine that
any payment or transfer by the Corporation to or for the benefit of
James L. Zucco, Jr. (the "Employee"), whether paid or payable (or
transferred or transferable) pursuant to the terms of this Offer Letter
or otherwise (a "Payment"), would be nondeductible by the Corporation
for federal income tax purposes because of section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), then the aggregate
present value of all Payments to Employee shall be reduced (but not
below zero) to the Reduced Amount.  For purposes of this paragraph, the
"Reduced Amount" shall be the amount which maximizes the value of the
Payments without causing any Payment to be nondeductible by the
Corporation because of section 280G of the Code.

Reduction of Payments.  If the Auditors determine under the above Basic
Rule that any Payment would be nondeductible by the Corporation because
of section 280G of the Code, then the Corporation, within ten business
days after being notified by the Auditors, shall give the Employee
notice to that effect and a copy of the detailed calculation thereof
and of the Reduced Amount.  The Employee may then elect, in the
Employee's sole discretion, which and how much of the Payments shall be
eliminated or reduced (as long as after such election the aggregate
present value of the Payments equals the Reduced Amount) and shall
advise the Corporation in writing of his election with 30 days of
receipt of notice.  If no such election is made by the Employee within
such 30-day period, then the Corporation may elect which and how much of
the Payments shall be eliminated or reduced (as long as after such
election the aggregate present value of the Payments equals the Reduced
Amount) and shall notify the Employee promptly of such election.  For
purposes of this paragraph, present value shall be determined in
accordance with section 280G(d)(4) of the Code.  All determinations
made by the Auditors under this paragraph shall be binding upon the
Corporation and the Employee and shall be made within 60 days of the
date of the employment termination.

			      /s/ James L. Zucco, Jr.
			      ------------------------
			      James L. Zucco, Jr.

			      SHIVA CORPORATION


			      By: /s/ Frank A. Ingari
				  -------------------

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