EXHIBIT 10.31




John O'Hara

49 Cambridge Road
"Richmond Bridge"
E. Twickenham
Middlesex
TW1 2HN


May 14th 2001.


Dear John

Offer of employment with Pivotal Corporation Limited (the "Company")

Thank you coming to meet with us. I am  delighted to inform you that the Company
is prepared to offer you  employment on the terms  outlined in this offer letter
and     in      the      attached      contract      of      employment      and
Confidentiality/Non-Competition/Non-Solicitation Agreement (the "Confidentiality
Agreement").

1.   Conditions

     This offer is subject to:

     o    receipt of two satisfactory references,  at least one of which must be
          from your current employer; and

     o    and  confirmation of your  entitlement to work in the UK (for example,
          by providing your P45 or National Insurance number);

     o    you having a full valid British (European) driving license

     o    you not  being in  breach of any  contractual  obligation  owed to any
          other party; and

     o    you entering into the  Confidentiality  Agreement,  a copy of which is
          attached to this offer letter.

     If you  take up your  position  prior to the  satisfaction  of any of these
     conditions,   your   continued   employment   remains   subject   to  their
     satisfaction.  If  any of  the  conditions  remains  unfulfilled  within  a
     reasonable  period of time, the Company reserves the right to withdraw this
     offer of  employment or terminate  your  employment  without  notice or any
     payment in lieu of notice, as the case may be.

     You  should  note that you have until May 17th 2001 to accept  this  offer,
     after which it will be deemed to have been withdrawn.



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2.   Salary

     Your starting salary will be (pound)140,000GBP.

     The Company  also offers  additional  compensation  payments if you achieve
     certain  objectives  (the  "Objectives").  The Objectives  are  established
     annually by [Pivotal  Corporation's/ the Company's] Chief Operating Officer
     or who ever the company shall  nominate.  Your annual target  commission is
     (pound)100,000GBP.   You  are  guaranteed  an  additional  (pound)10,000GBP
     commission  for the  first  12  months  of  employment  only.  This  target
     commission  will be  pro-rated  in your year of  joining  and  leaving  the
     Company.  The amount of  commission  which you actually earn will depend on
     your  attainment as judged against the Objectives.  Incentive  Compensation
     payments are based on  annual/quarterly  objectives  but are paid quarterly
     measured upon achievements of quarterly objectives.

3.   Probationary period

     Your  position  is  subject  to  satisfactory  completion  of a  six  month
     probationary period, during which time your performance and suitability for
     continued  employment will be reviewed.  During this period your employment
     may be terminated on two weeks' notice.  Once your employment is confirmed,
     the period of notice  required to terminate your  employment will be as set
     out in the attached contract.

4.   Termination Clause

     Should  Pivotal  choose to  terminate  your  employment  without just cause
     within  the  first 2 years of your  employment  you will be  entitled  to a
     termination bonus of six months of your base salary plus six months of your
     annual target  commission (as outlined in Point 2 above).  This termination
     bonus is exclusive of all benefits  including  share  options.  The maximum
     amount payable will be (pound)120,000 GBP

5.   Stock Options

     Subject to approval by Pivotal's Board of Directors, you will be granted an
     option to purchase 50,000 voting common shares  (Pivotal  Corporation) at a
     price equivalent to the closing price on NASDAQ on the first trading day of
     the month  following your effective date of employment at the company.  The
     options  will  vest  over a  period  of 4  years  in  accordance  with  the
     Provisions of the Stock Option Plan.

                                      ****

     If you have any queries relating to this offer, please do contact me at the
     number  shown above.  I hope that you are able to accept it. If so,  please
     sign and return to me

     (i)  the enclosed duplicate of this letter

     (ii) a copy of the attached Contract of Employment

     (iii) a copy of the Confidentiality Agreement



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[Please contact me to agree a convenient start date.]

I look forward to hearing  from you in the near future and to  welcoming  you to
the Company. Please remember that you must bring your P45 with you on your first
day.

Yours sincerely



/s/ Maria Campbell                          June 1st, 2001
-------------------------------             --------------------------------
Maria Campbell                              Date

For and on behalf of Pivotal Corporation Limited




I agree to the terms and conditions set out in the offer letter.


/s/ John E. O'Hara                          June 5, 2001
-------------------------------             --------------------------------
John O'Hara                                 Date



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                           PIVOTAL CORPORATION LIMITED


                                       and


                                   John O'Hara





                             CONTRACT OF EMPLOYMENT


<PAGE>

                             CONTRACT OF EMPLOYMENT

This Contract of Employment is made between:

Pivotal  Corporation Limited (the "Company") whose address is 475 The Boulevard,
Capability Green, Luton, LU1 3LU

John O'Hara  ("you") whose  address is 49 Cambridge  Road  "Richmond  Bridge" E.
Twickernham, Middlesex, TW1 2HN

This Contract of Employment  sets out the terms on which you are employed by the
Company.

1.   Interpretation

     In this agreement (and any schedules to it):

     "Group" means the Company,  its ultimate holding company for the time being
     and the  associated  companies (as defined in section 435 of the Insolvency
     Act 1986) of the Company for the time being;

     "Group  Company" means a member of the Group and "Group  Companies" will be
     interpreted accordingly; and

     "holding  company"  has  the  meaning  given  to it in  section  736 of the
     Companies Act 1985.

          1.1  references to any statutory  provisions include  modifications or
               re-enactments of those provisions.

2.   Start Date and Continuous Employment
     Subject to the  fulfillment  of the conditions set out in your offer letter
     dated May 10th 2001 your employment will start on a date to be confirmed by
     you in agreement with Mike Jones.

3.   Job Title
     You will be  employed  as  Vice-President,  EMEA  although  the Company may
     require you to perform other duties to meet its business  needs.  Initially
     you will report to the Chief Operating Officer.

4.   Duration of Employment
     4.1  During your  probationary  period (details of which are set out in the
          offer letter), the Company may terminate your employment by giving two
          weeks' notice in writing.  If your  employment is confirmed  after the
          probationary  period,  you may terminate your employment by giving not
          less than 3 months  notice in writing to the company.  Should  Pivotal
          choose to terminate your employment  without just cause within 2 years
          of your employment you will be entitled to a termination  bonus of six
          months of your base  salary  plus six  months  of your  annual  target
          commission,  exclusive of all benefits  including  share options.  The
          maximum amount payable will be (pound) 120,000 GBP

     4.2  During any period of notice,  whether  given by you or the Company you
          may be placed on "garden leave" in accordance to clause 11.

     4.3  The Company  may, at its sole and  absolute  discretion,  pay you base
          salary in lieu of the balance of any period of notice whether given by
          the Company or you (less any deductions the Company is required by law
          to make).



<PAGE>

5.   Place of Work
     You will based within our Luton office with the understanding that there is
     a definitive  requirement  to travel  within EMEA.  You will be expected to
     travel to attend  the  Company's  principal  office at 224 West  Esplanade,
     Suite 300, North  Vancouver,  BC, V7M 3M6,  Canada when requested to do so.
     You may also be required to work at any of the company's other offices.

6.   Hours of Work
     Your  normal  hours of work are 9:00 am to 5:30 pm Monday to Friday  with a
     one hour lunch break per day. You may from time to time be required to work
     any additional hours the Company  considers  necessary to meet its business
     needs.

     You must comply with any time recording  obligations  which the Company may
     impose from time to time, to enable it to comply with its obligations under
     the Working Time Regulations 1998.

     You agree that your working time, including overtime (whether or not paid),
     in any  reference  period  may  exceed 48 hours in any seven day period and
     that the limit specified in Regulation 4(1) of the Working time Regulations
     1998 shall not apply to your  employment  by us. You must give the  Company
     not less than six weeks notice if you wish to withdraw your agreement.

7.   Salary
     7.1  Your basic salary  is(pound)140,000 GBP per annum, accruing on a daily
          basis.
     7.2  Basic salary will be paid monthly by bank transfer on or about 21st of
          each calendar month.
     7.3  You are not  entitled to any payment in respect of any hours worked in
          excess of your normal  weekly hours unless agreed in advance with your
          manager.
     7.4  The  Company  offers  additional  commission  payments  if you achieve
          certain objectives (the "Objectives").  The Objectives are established
          annually  by [Pivotal  Corporation's/the  Company's]  Chief  Operating
          Officer or who ever the  company  shall  nominate.  The amount of your
          annual target  commission is set out in your offer letter.  It will be
          pro-rated in your year of joining and leaving the Company.  The amount
          of  commission  you actually  earn in any one year will depend on your
          attainment of the Objectives Incentive Compensation payments are based
          on  annual/quarterly  objectives but are paid quarterly  measured upon
          achievements of quarterly objectives.

          In the event of overachieving your objectives,  set out in fiscal year
          July 01 - Jun 02 Pivotal will make an additional Pension  contribution
          equal to the  difference  between your  existing  scheme (11% of OTE =
          (pound)26,400)   and  the  Pivotal  scheme  (5%  of  (pound)140,000  =
          (pound)7,000).  This total amount  ((pound)19,400) will be paid into a
          pension scheme of your choice.

     7.5  If you accept the attached offer of employment, Pivotal will pay you a
          one off  signing on bonus of  (pound)10,000GBP.  In the event that you
          voluntarily  resign your  employment  with Pivotal  within one year of
          your date of  employment,  you are obligated to reimburse  Pivotal for
          the full amount of this Signing Bonus.

     7.6  The Company  reserves the right to recover from your  previous  salary
          payments any  overpayment  of  remuneration  or other payments made by
          mistake or through your misrepresentation or for any other reason.



<PAGE>


     7.7  On  termination  of your  employment  the Company may deduct from your
          final  salary  payment  an  amount  equal  to any  sums you owe to the
          Company.

8.   Holidays

     8.1  The leave year runs from 1 July to 30 June.

     8.2  You are entitled to 22 days' paid holiday in each leave year, accruing
          on a daily  basis.  This will be  pro-rated in the year of joining and
          leaving the Company and the resulting  entitlement  will be rounded up
          to the  nearest  whole day.  You are also  entitled to bank and public
          holidays of the country in which you work with pay.

     8.3  Further details of Company holiday  entitlement and  arrangements  are
          set out in the Staff Handbook.

9.   Other Benefits

     The  benefits  set out in this  clause  are  offered  by the  Company  on a
     discretionary  basis.  They may be amended or  withdrawn at any time at the
     sole discretion of the Company.

     9.1  Pension Scheme

     The Company has made  arrangements  for a group personal pension scheme and
     will match your contributions to that scheme,  subject to a maximum of five
     per cent of salary [up to the  earnings  cap from time to time].  Employees
     will have the option to contract out of the State Earnings  Related Pension
     Scheme.

     9.2  Private Medical Insurance

     Subject to satisfying  any  eligibility  criteria  imposed by the Company's
     Insurers you will be eligible to participate in a private medical insurance
     scheme arranged by the Company.  Further details will be provided to you on
     joining.

     9.3  Life Assurance

     Subject to satisfying  any  eligibility  criteria  imposed by the Company's
     Insurers,  you will be eligible to participate  in a Life Assurance  Scheme
     operated by the Company.

     9.4  Car Allowance

     The  Company  will  pay you an  annual  non-pensionable  car  allowance  of
     (pound)12,000,  in  addition  to your  salary (as set in clause 7). The car
     allowance will be paid in 12 monthly instalments with your salary, less tax
     and national insurance contributions. You are responsible for arranging car
     insurance which covers business use.

     9.5  Permanent Health Insurance

     If you are absent from work  because of sickness or injury for more than 13
     continuous  weeks,  you may be  eligible  for payment  under the  Company's
     Permanent Health Insurance arrangements subject to any requirements imposed
     by the Company's  insurers and subject to the Company's  right to terminate
     your employment at any time.

     You understand and agree that if the insurer appointed by the Company fails
     or refuses to provide you with any benefit under the insurance  arrangement
     provided  by the  Company,  you will  have no right of action  against  the
     Company in respect of such failure or refusal.




<PAGE>

     9.6  Stock Option and ESPP Schemes

          From time to time you will be eligible to be considered  for awards in
          the  Company's  stock  option and  employee  stock  purchase  schemes,
          subject to the rules of those schemes from time to time.

10.  Sickness and Injury

     Full details of the Company's sick pay arrangements,  including your rights
     and obligations, are explained in the Employee Handbook.

11.  Garden Leave

     The Company  will decide at its sole  discretion,  on a case by case basis,
     whether  the  provisions  of this  clause will be invoked in respect of the
     termination of your employment.

     11.1 At any time after  notice to  terminate  your  employment  is given by
     either  party under  clause 4 above,  or if you resign  without  giving due
     notice and the Company  does not accept your  resignation,  the Company may
     require you to comply with any or all of the  provisions in clause 11.2 and
     11.3  during  your  notice  period  or any  part of it (the  "Garden  Leave
     Period").

     11.2 The Company may require that you do not:

     11.2.1  enter or attend the  premises  of the  Company  or any other  Group
     Company; or

     11.2.2 contact or have any communication with any customer or client of the
     Company or any other  Group  Company in  relation  to the  business  of the
     Company or any other Group Company; or

     11.2.3  contact  or have  any  communication  with any  employee,  officer,
     director,  agent or consultant of the Company or any other Group Company in
     relation to the business of the Company or any other Group Company; or

     11.2.4  remain or become  involved  in any  aspect of the  business  of the
     Company or any other Group company except as required by such companies.

     11.3 The Company may  require you to comply with the  provisions  of clause
     13. Return of Company Property; and

     11.4 During the Garden Leave  Period,  you will be entitled to receive your
     salary and all  contractual  benefits in accordance  with the terms of this
     agreement [save that commission and/or additional  incentive  payments will
     be accrue to the date upon  which you  commence  garden  leave but you will
     have no right to such  payment(s)  in respect of the Garden Leave Period or
     any part of it].

     11.5 At the end of the Garden  Leave  Period,  the Company may, at its sole
     and absolute discretion,  pay you base salary in lieu of the balance of any
     period of notice  given by the  Company  or you  (less any  deductions  the
     company is required by law to make).

12.  Disciplinary Rules

     The  Company's  disciplinary  rules,  which form part of your  contract  of
     employment, are set out in the Employee Handbook.

     The disciplinary and grievance  procedures,  which do not form part of your
     contract of employment, are also set out in the Employee Handbook.



<PAGE>

13.  Return of Company Property

     When your employment  ends, or at any other time if you are requested to do
     so, you must return to the Company all  property  belonging  or relating to
     the Company.

14.  Data Protection Act 1998

     For the purposes of the Data  Protection  Act 1998 you give your consent to
     the holding and  processing of personal data provided by you to the Company
     for all purposes  relating to the  performance of this Contract  including,
     but not limited to:

          o    administering and maintaining personnel records;

          o    paying and reviewing salary and other remuneration and benefits;

          o    providing  and  administering  benefits  (including  if relevant,
               pension,  life assurance,  permanent health insurance and medical
               insurance);

          o    undertaking performance appraisals and reviews;

          o    maintaining sickness and other absence records;

          o    taking decisions as to your fitness for work;

          o    providing references and information to future employers,  and if
               necessary governmental and  quasi-governmental  bodies for social
               security  and  other   purposes,   the  Inland  Revenue  and  the
               Contributions Agency;

          o    providing  information to future  purchasers of the Company or of
               the business in which you work; and

          o    transferring information concerning you to a country or territory
               outside EMEA.

15.  Contract (Rights of Third Parties) Act 1999

     A  person  who is not a party to this  Agreement  has no  right  under  the
     Contract  (Rights of Third  Parties)  Act 1999 to enforce  any term of this
     Agreement  but this does not affect any right or remedy of any third  party
     which exists or is available apart from that Act.

16.  Statutory Particulars

     This Contract contains the written  particulars of employment which you are
     entitled to receive under the Employment Rights Act 1996.

     There are no  collective  agreements  in force  which  affect the terms and
     conditions of your employment.

17.  Whole Agreement

     This Contract of Employment supersedes any previous  arrangements,  whether
     oral or in writing,  between the Company and you in relation to the matters
     dealt with in it. It contains the whole  agreement  between the Company and
     you relating to your  employment  at the date the Contract was entered into
     (except  for those  terms  implied by law which  cannot be  excluded by the
     agreement of the parties).



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18.  Governing Law

     This Contract will be governed by and construed in accordance  with English
     law.  The  Company  and you  submit to the  exclusive  jurisdiction  of the
     English Courts in relation to any dispute  arising in connection  with this
     Contract.




Signed /s/ signature illegible              Date......................
       -----------------------------
For and on behalf of
PIVOTAL CORPORATION LIMITED


I agree to the above terms and conditions of employment



Signed /s/ John E. O'Hara           Date June 5, 2001
       --------------------              ---------------------
EMPLOYEE