EXHIBIT 10.41

                                 LOAN AGREEMENT



THIS AGREEMENT made as of January 29, 2001

BETWEEN:

          PIVOTAL  CORPORATION,  a company  having an address  at  300-224  West
          Esplanade, North Vancouver, B.C. V7M 3M6

          ("Lender")

AND:

          ANDRE BEAULIEU, with an address at 1429 129th Street, White Rock, B.C.
          V4A 3X9

          ("Borrower")

WITNESS THAT WHEREAS:

A.   The Borrower is the General Counsel of Lender.

B.   Lender  has  agreed  to  lend  the  Borrower  the sum of  CDN$124,000  (the
     "Principal Sum") on the terms and conditions set out herein.

          NOW  THEREFORE  in  consideration  of the  premises  and of the mutual
          covenants and  agreements  set forth in this  Agreement and other good
          and valuable  consideration,  the receipt and sufficiency of which are
          hereby  acknowledged by each of the parties,  the parties hereby agree
          as follows:

1.   THE LOAN
     --------

1.1 Loan Amount - Lender shall lend to the Borrower the  Principal  Sum upon the
terms and conditions contained herein.


<PAGE>


1.2 Loan - On the date of this  Agreement,  or as soon as practical  thereafter,
the Lender  shall  advance the  Principal  Sum to Borrower  by  delivering  such
Principal Sum, by way of cheque, bank draft or otherwise as agreed, to or to the
direction of Borrower.

1.3 Interest Rate - The Principal Sum shall not bear interest.

2.   REPAYMENT
     ---------

2.1 Maturity  Date - The unearned  balance of the Principal Sum (that amount not
yet earned  through bonus during the course of employment  with Lender) shall be
due and payable in full on the earlier of:

     (a)  the date of termination for cause; or

     (b)  the date on which  Borrower  resigns his  position as General  Counsel
          with Lender; or

     (c)  January 15, 2002.

3.   GENERAL PROVISIONS
     ------------------

3.1 Time - Time shall be of the essence of this Agreement.

3.2 Notices - Any notice,  payment or other communication  required or permitted
to be given or served  pursuant to this Agreement  shall be in writing and shall
be delivered  personally  or forwarded by first class  prepaid mail to the party
concerned  at the  address  of  that  party  set out on the  first  page of this
Agreement or to any other address as may from time to time be notified by any of
the parties hereto. Any notice,  payment or other  communication shall be deemed
to have been given,  if delivered by hand, on the day delivered,  and if mailed,
four business days  following the date of posting;  provided that if there shall
be at the time of mailing or within four  business  days  thereof a mail strike,
slow-down or other labour dispute that might affect delivery by the mails,  then
the notice, payment or other communication shall be effective only when actually
delivered.

3.3 Further  Assurances  - The parties  shall  execute all other  documents  and
instruments  and do all other things  necessary  to implement  and carry out the
terms of this Agreement.

3.4  Governing  Law - This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the Province of British Columbia.

3.5 Entire  Agreement - The provisions  herein  constitute the entire  agreement
between the parties and supersede all previous  communications,  representations
and agreements,  whether verbal or written,  between the parties with respect to
the subject matter hereof.

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<PAGE>


3.6  Enurement  - This  Agreement  shall be binding  upon and shall enure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
administrators, successors and permitted assigns.

3.7  Assignment - This  Agreement,  and the rights,  duties and  obligations  of
either party under this  Agreement,  may not  assigned by any party  without the
prior written consent of the other party hereto.

IN WITNESS  WHEREOF the parties have executed  this  Agreement as of the day and
year first written above.

PIVOTAL CORPORATION


By: [ILLEGIBLE SIGNATURE]
    -------------------------
    Authorized Signatory

SIGNED, SEALED AND DELIVERED                )
by ANDRE BEAULIEU in the presence of        )
                                            )
                                            )
                                            )
/s/ Maxine Erskine                          )
------------------------------              )
Name of Witness (PLEASE PRINT)              )        /s/ ANDRE BEAULIEU
                                            )        --------------------------
                                            )        ANDRE BEAULIEU
                                            )
                                            )
[ILLEGIBLE SIGNATURE]                       )
------------------------------              )
Signature of Witness                        )





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