EXHIBIT 10.34


Page 2


May 18, 1999


Mr. James Warden
10021 Sycamore Street
Villa Park, CA
92861


Dear Jim:

I am very pleased to offer you employment with our team at Pivotal Software USA,
Inc. ("Pivotal"). Following are the terms of your employment:

     1.   Your position at Pivotal will be Vice President,  Sales, Asia-Pacific,
          to be  located in  Southern  California.  You will  report to the Vice
          President, Worldwide Sales.

     2.   Your salary will be US $100,000 per year, payable  semi-monthly.  Your
          salary will be reviewed on or before June 1, 2000.

     3.   You will be entitled to earn additional  incentive  compensation of US
          $90,000  annually based on you achieving  certain sales  objectives on
          behalf of Pivotal.  The sales  objectives,  which  determine  how your
          incentive   compensation  is  earned,  are  established   annually  by
          Pivotal's Vice President,  Worldwide Sales,  based on Pivotal's fiscal
          year, which ends on June 30.

          Your initial sales quota has been established at an annualized rate of
          US $3.5 million in revenue,  for fiscal year ending June 30, 2000, and
          your territory will be in the Asia Pacific region with exact territory
          to be determined by the Vice President, Worldwide Sales.

          You will be entitled to earn additional incentive compensation of:

          US $5,000 for signing  KPMG  Australia  to a resellers  agreement,  US
          $10,000 for the first deal  signed,  US $20,000  ($5,000 per  quarter)
          based on a travel,  lodging and other expenses budget not exceeding US
          $75,000 per quarter.

     4.   You will be  entitled  to three  weeks  paid  vacation  per annum plus
          statutory holidays.

     5.   As a condition of  employment,  you are required to participate in the
          Pivotal employee benefits plan, which has been established for Pivotal
          employees  based  in the  United  States.  Details  of this  plan  are
          available  for you to  review.  In  summary,  under  this plan you are
          required  to pay 50% of the Health and Dental  premiums  for  eligible
          family  members  and Long  Term  Disability.



<PAGE>

          Pivotal  pays the  total  premium  for your  Health,  Dental  and Life
          Insurance. The foregoing is subject to you confirming that neither you
          nor any eligible  member has any unusual  health  condition that would
          significantly  affect Pivotal's  premiums or your eligibility,  and is
          subject to you being accepted by Pivotal's third party health and life
          insurers.  You are  entitled  to a maximum of eight days of sick leave
          per annum without loss of pay. You may not accrue sick leave from year
          to year.

     6.   Subject to  approval  by  Pivotal's  Board of  Directors,  you will be
          granted an option to purchase  10,000  voting common shares of Pivotal
          at a price to be set by the Board in accordance with the provisions of
          the  Pivotal  Incentive  Stock  Option Plan (the  "Plan").  Subject to
          approval,  the  options  will be  granted at  Pivotal's  next Board of
          Directors  Meeting,  and  will  vest  over a period  of four  years in
          accordance  with the provisions of the Plan.  There are certain rights
          and restrictions  attached to this option which are outlined in detail
          in the Plan documents which are available for your review.

     7.   Your employment will commence on or about May 24, 1999.

     8.   As a  condition  of  your  employment,  you  are  required  to sign an
          agreement of  confidentiality  and acknowledge  that the  intellectual
          property, which results from your employment,  is owned by Pivotal. In
          addition,  should your employment by Pivotal terminate for any reason,
          the  agreement  prohibits  you from  interfering  with the  employees,
          customers  or business of Pivotal for a period of time  following  the
          cessation of employment.



This offer of employment is open for your acceptance until the close of business
Wednesday,  May 19, 1999.  Please sign the attached  copy of this letter and the
Employee  Confidentiality  Agreement to indicate your agreement,  and return the
signed copies to us.

If you accept this offer of employment,  Pivotal will pay you a one-time signing
bonus of US $15,000 on June 15, 1999 (within 30 days of the date of employment).
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.

We look forward to you joining us in our quest to build a world-leading software
company, and we look forward to a long and mutually rewarding relationship.


Yours very truly,

                                           I agree with and accept the above
                                           terms and conditions of employment.



                                            /s/ James Warden
--------------------------                  -----------------------------------
Vincent Mifsud                              JAMES WARDEN
CFO & VP, Operations


:jll                                        Date:  _________________________
Encs.