February 12, 2002

Linda Zecher


Dear Linda:

It  is  my  pleasure to extend you an offer to join Evolve Software, Inc. in the
position  of  Chief  Executive  Officer  ("CEO")  on  the  following  terms.

You  will  report  directly  to  the  Board  of  Directors.  Your duties will be
consistent with the position of CEO and may include any other duties that may be
assigned  from  time  to time by the Board of Directors.  Your start date is set
for  March  4,  2002.

Your  base  salary  will  be $20,833.33 per month (which equates to $250,000 per
annum),  less  standard  deductions  and  withholdings.  You  will  be  paid
semi-monthly.  As  a  regular  full-time  employee  you will be eligible for the
Company's standard benefits which include: medical, dental, vision, life and LTD
insurance  coverage  and  participation  in  the  Company  401(k) plan and ESPP.
Evolve  may  modify your compensation and benefits from time to time as it deems
appropriate.  Please  contact  Anne  Boeri  at  (510)  428-6310  to  schedule an
appointment  to  complete  your  new  hire  paperwork on your first day of work.

Subject  to  the  approval  of the Board of Directors, you will be granted stock
options  to  purchase  5,000,000  shares  of  Evolve's  common stock (the "Stock
Options").  The  vesting  schedule and all terms, conditions, and limitations of
the  Stock  Options  will  be set forth in a stock option grant notice using the
Company's  standard stock option agreement under the 2000 Stock Plan.  The Stock
Options  will  vest over four years from your start date, with 25 percent of the
Stock  Options  vesting  one-year from your start date, and the remaining shares
vesting  thereafter  at  a rate of 1/48 per month.  The option price will be the
closing  price  of Evolve's stock as reported on NASDAQ on the date the grant is
made.  You  must  have  commenced  employment  prior  to  receiving  a  grant.

You  will  also  be  eligible to receive, through the Company's Bonus Program, a
targeted  annual  bonus  of  $100,000  per  year,  less  standard deductions and
withholds.  Earned  bonuses are paid quarterly.  Bonus payments, if any, will be
based  upon  quarterly  corporate  and/or  individual performance criteria to be
determined by the Compensation Committee of the Board of Directors in their sole
discretion.  To be eligible for any bonus, you must be employed by Evolve at the
time  the  bonus  amount  is  to  be  paid.

Notwithstanding  your  employment  as  an  at-will  employee,  upon a "Change of
Control"  as defined below and if within six month from the consummation of such
a  "Change  of Control" the Company terminates your employment without Cause (as
defined  below)  or  you  resign  for  Good Reason (as defined below) and on the
conditions  that  you first


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Linda Zecher                                                         Page 2 of 4


execute  and  deliver to the Company a general release in a form satisfactory to
the  Company and continue to abide by your obligations to the Company under your
Employment,  Confidential  Information  and  Invention Assignment Agreement, you
will  receive,  as  severance:  (i)  one-year of your base salary, less standard
deductions  and  withholdings;  (ii)  an  amount  equal  to  $100,000; and (iii)
one-year  of  accelerated  vesting  of  the Stock Options. At the Company's sole
discretion, the severance payments set forth in (i) and (ii) above shall be paid
in  a  lump sum payment or in periodic payments in the Company's regular payroll
cycle.

For  the  purposes  of  this  offer,  "Cause"  shall  mean:  (i)  indictment  or
conviction  of  any  felony  or  of  any  crime  involving  dishonesty;  (ii)
participation  in  any  fraud  or  act  of dishonesty against the Company; (iii)
breach  of  your  duties  to  the  Company,  including  but  not  limited  to
unsatisfactory  performance of your job duties; (iv) violation of Company policy
which  causes a material detriment to the Company; (v) intentional damage to any
property  of  the  Company;  (vi)  conduct  by  you which, in the good faith and
reasonable  determination of the Company, demonstrates gross unfitness to serve;
or  (vii)  material  breach  of  this  offer  or  your  Employment, Confidential
Information  and  Invention  Assignment  Agreement.

For  the  purposes of this offer "Good Reason" shall mean:  (i) there has been a
Change  of  Control  (as  defined  below)  and  (ii)  there  has been a material
diminishment in your job responsibilities and (iii) you are no longer the CEO of
the Company; provided, however, that upon the occurrence of the preceding event,
you shall be deemed to have waived any rights to resign from employment for Good
Reason  and  to  any  severance  payment(s)  if  you  do not notify the Board of
Directors,  in  writing,  of  your intention to resign within 45 days after such
event.

For  purposes of this offer "Change in Control" shall mean:  the consummation of
any  one of the following events:  (i) a sale of all or substantially all of the
assets  of  the  Company; (ii) a merger or consolidation in which the Company is
not the surviving corporation (other than a transaction the principal purpose of
which is to change the state of incorporation of the Company or a transaction in
which  the  voting  securities  of  the  Company  are  exchanged  for beneficial
ownership  of  at  least  fifty  percent  (50%)  of the voting securities of the
controlling acquiring corporation); (iii) a merger or consolidation in which the
Company  is  the  surviving corporation and less than fifty percent (50%) of the
voting  securities  of  the  Company which are outstanding immediately after the
consummation of such transaction are beneficially owned, directly or indirectly,
by  the  persons  who  owned  such  voting  securities immediately prior to such
transaction;  or  (iv)  the  acquisition  by  any person, entity or group or any
comparable successor provisions (excluding any employee benefit plan, or related
trust,  sponsored  by the Company or any parent or subsidiary of the Company) of
the beneficial ownership of securities representing at least fifty percent (50%)
of  the  combined  voting  power  entitled to vote in the election of directors.
Notwithstanding  the  above  to  the  contrary, a Change of Control shall not be
deemed  to  have  occurred  if  any  of  the  transactions  or series of related
transactions  described  above  results  in  the  acquisition  of at least fifty
percent  (50%)  of the combined voting power of the Company by any fund or funds
managed  by  Warburg


<PAGE>
Linda Zecher                                                         Page 3 of 4


Pincus LLC, or any related entity, or other current 5% or greater shareholder of
the  Company.

The  Company  will  recommend  to  the Board that you be elected to the Board of
Directors  for  the period that you are CEO of the Company.  You agree that upon
the termination of your employment with the Company, by either party and for any
reason,  and  if  requested  by  the  Company,  you  will  promptly  tender your
resignation  as  a  member  of  the  Board  of  Directors.

To  assist  with  your  relocation  needs,  Evolve will provide up to $20,000 to
assist  in your relocation related expenses.  As part of the relocation package,
you  agree  to submit to the Company all receipts substantiating your relocation
expenses  to  the  Emeryville,  CA area. To the extent permitted by the Internal
Revenue  Service, a portion of the relocation reimbursement will be treated as a
qualified  relocation expense.  You understand and agree that any portion of the
relocation reimbursement that is not substantiated within six months or does not
qualify  as  a  qualified  relocation  expense, will be included as part of your
gross  income  and  therefore  subject  to  tax.  Any such tax deductions may be
withheld  from  your  base  salary  payments  or  any  bonus  payment.

As  an  Evolve  employee,  you  will  be  expected to abide by Company rules and
policies,  acknowledge  in  writing  that  you  have read the Company's Employee
Handbook,  and  sign  and  comply  with  the  enclosed  Employment, Confidential
Information  and  Invention  Assignment  Agreement.

In  your  work  for  Evolve,  you  will  be  expected not to use or disclose any
confidential  information,  including  trade  secrets, of any former employer or
other  person  to  whom  you have an obligation of confidentiality.  Rather, you
will  be expected to use only that information which is generally known and used
by  persons with training and experience comparable to your own, which is common
knowledge in the industry or otherwise legally in the public domain, or which is
otherwise  provided  or  developed by the Company.  During our discussions about
your proposed job duties, you assured us that you would be able to perform those
duties  within  the  guidelines  just  described.

You  agree  that  you  will  not  bring  onto  Company  premises any unpublished
documents  or  property belonging to any former employer or other person to whom
you  have  an  obligation  of  confidentiality.

Your  employment with the Company will be "at will."  This means that either you
or the Company may terminate your employment at any time, with or without cause,
and with or without advance notice.  This at-will relationship cannot be altered
except  in  a  writing  signed  by  the  Chairman  of  the  Board  of Directors.

This  letter,  together  with  your  Employment,  Confidential  Information  and
Invention  Assignment  Agreement  forms  the complete and exclusive statement of
your  employment  agreement with the Company. It supersedes any other agreements
or  promises  made to you by anyone, whether oral or written, and it can only be
modified  in  a  written


<PAGE>
Linda Zecher                                                         Page 4 of 4


agreement  signed by you and the Chairman of the Board of Directors. As required
by law, this offer is subject to satisfactory proof of your right to work in the
United  States.

To assist us in complying with The Immigration Reform Act of 1986 which requires
employers to verify the citizenship and legal right to work of all new employees
within three business days of the time of hire, you will need to complete Part 1
of the enclosed Employee Eligibility Verification Form (I-9), dating it with the
date  of your first day at work.  You will also need to be prepared to supply to
Human  Resources  any  documents needed to satisfy the requirements of Part 2 of
the  I-9  form:  either one from list A, OR one from list B and one from list C.
The  documents  need  to  be  originals,  not facsimiles, and need only meet the
minimum  requirements.  We  have  also included a W-4 form (required for payroll
processing)  and a direct deposit form (participation is optional) which must be
completed  and  returned  to  Human  Resources  on your first day of employment.

The  terms  of  this  offer  and all other compensation matters relating to your
employment  with  the Company are confidential and may not be shared with anyone
except  your  family,  professional  advisors  and  immediate  supervisor.

We  are  very  excited  about  the  possibility  of having you on board.  Please
respond  to  this  offer  no later than February 15, 2002, after which time this
offer is withdrawn.  Please fax your acceptance to our Human Resources office at
(510) 428-6900.  If you have any questions, please feel free to call me at (650)
798-0403  or  call  Ken  Bozzini  at  (510)  428-6019.

Sincerely,

/s/  Gayle  Crowell

Gayle Crowell
Chairman of the Board of Directors



Accepted  by:     /s/  Linda Zecher                Date:  02/13/02
              -------------------------                 -------------
                       Linda  Zecher


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