January 4, 2002



Robert Gillette


Dear Robert:

It  is  my  pleasure to extend you an offer to join Evolve Software, Inc. in the
position  of  Vice  President,  Engineering  and  CTO  on  the  following terms.

You  will  report  directly  to  the  Chief  Executive  Officer  ("CEO")  at our
Emeryville  office.  Your  duties  will  be consistent with the position of Vice
President,  Engineering  &  CTO  and  may  include any other duties which may be
assigned  from  time  to time by the CEO. Your start date is set for January 14,
2001.

Your  base  salary  will  be $16,666.67 per month (which equates to $200,000 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  1,200,000  shares  of Evolve's common stock.  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  12.5 percent of these stock options
vesting  six  months  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.

In addition, you will be eligible to receive accelerated vesting of a portion of
your  stock  options  should the Company be acquired.  The specific perquisites,
terms  and  conditions  related  to any accelerated vesting of any stock options
will  be reviewed at the next Board Meeting and must be approved by the Board of
Directors.

Notwithstanding  your  employment  as  an  at-will  employee,  if  the  Company
terminates  you  without  Cause (as defined below) or you resign for Good Reason
(as  defined  below) and on the conditions that you first 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,
six  months  of  your  base  salary,  less  standard


<PAGE>
Robert Gillette
January 7, 2002
Page 2 of 4

deductions  and  withholdings.  At  the Company's sole discretion, the severance
payment  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 an officer
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 Chief
Executive  Officer, 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, Pincus & Co., or any related entity, or other current 5% or
greater  shareholder  of  the  Company.

You  will  also  be  eligible to receive, through the Company's Bonus Program, a
targeted  annual  bonus  of  $50,000  per  year,  less  standard  deductions and
withholds.  Earned


<PAGE>
Robert Gillette
January 7, 2002
Page 3 of 4

bonuses are paid quarterly. Bonus payments, if any, will be based upon quarterly
corporate, departmental, 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. Provided you remain employed by Evolve, for
your  first  two  quarters of employment, you will receive a guaranteed bonus of
$12,500  per  quarter  payable  on the first payroll following each quarter end,
less standard deductions and withholdings. If your employment terminates for any
reason  prior to the completion of the quarter, you will not receive the $12,500
bonus.

To  assist  with your moving needs, Evolve will provide an advance of $25,000 to
assist in your relocation related expenses. This advance will be paid on January
28, 2002.  As part of the relocation package, you agree to submit to the Company
all  receipts  substantiating your relocation to the Emeryville, CA area. To the
extent  permitted  by  the Internal Revenue Service, a portion of the relocation
advance  will  be treated as a qualified relocation expense.  You understand and
agree  that  any  portion  of  the  relocation advance 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  Chief Executive Officer of the Company.

This  letter,  together  with  your  Employment,  Confidential  Information  and
Invention  Assignment  Agreement  forms  the complete and exclusive statement of
your  employment


<PAGE>
Robert Gillette
January 7, 2002
Page 4 of 4

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  agreement signed by you and the Chief Executive Officer of the Company.
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 January 8, 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 (510)
428-6320  or  call  Ken  Bozzini  at  (510)  428-6019.

Sincerely,

/s/  Lin  Johnstone

Lin Johnstone
Interim Chief Executive Officer



Accepted by:  /s/ Robert Gillete                    Date:  01/08/02
              -------------------------                  -------------
                  Robert Gillette


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