March 27, 2002

Dale Royal


Dear Dale:

It  is  my  pleasure to extend you an offer to join Evolve Software, Inc. in the
position  of  Vice  President,  Sales  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,  Sales  and  may  include any other duties which may be assigned from
time  to  time  by  the  CEO. Your start date is set for no later than April 15,
2002.

Your  total  annual  target compensation consists of two components.  First, you
shall  receive a base salary of $200,000 per annum, less standard deductions and
withholdings,  paid  semi-monthly.  Second,  you are eligible to earn commission
compensation  up  to  an additional $200,000 per annum, less standard deductions
and  withholdings,  provided you achieve 100% of the goals set forth in the Vice
President,  Sales  Commission  Plan.  The Vice President, Sales Commission Plan,
and  your  stated  goals,  shall  be  determined  by  the  Company  in  its sole
discretion.  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.  A  member  of  the Human Resources team will meet with you on your
first  day  of  work  to  assist  in  completion  of  your  new  hire paperwork.

Subject  to  the  approval  of the Board of Directors, you will be granted stock
options  to  purchase  1,250,000  shares  of  Evolve's  common stock (the "Stock
Options")  in  two  separate  grants.  The  first  750,000 stock options will be
granted  at  the first board meeting after commencement of your employment.  The
remaining  500,000 stock options will be granted at the first board meeting that
occurs  after  July  1,  2002  and  shall be subject to any adjustment for stock
splits, reverse stock splits, or similar transactions that may occur between the
date  of  this  offer  letter and the date of grant of the 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 these stock options vesting
one-year  from  your  start  date,  and vesting thereafter at a rate of 1/48 per
month.  The  option  price  of  each  set of shares will be the closing price of
Evolve's  stock  as  reported  on  NASDAQ  on  the  date  the  grant  is  made.

Notwithstanding  your  employment  as  an  at-will  employee,  upon a "Change of
Control"  as  defined  below and if within three months 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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Dale Royal
March 27, 2002
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) three months of your base salary, less standard
deductions  and  withholdings;  and  (ii) one-year of accelerated vesting of the
Stock  Options.  At  the  Company's  sole discretion, the severance payments set
forth  in  (i) 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 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


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Dale Royal
March 27, 2002
Page 3 of 4

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

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 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.


<PAGE>
Dale Royal
March 27, 2002
Page 4 of 4

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 Monday, April 1, 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)
428-6015  or  call  Ken  Bozzini  at  (510)  428-6019.

Sincerely,

/s/  Linda  Zecher

Linda Zecher
Chief Executive Officer



Accepted by:    /s/  Dale Royal                          Date:  03/28/02
              ---------------------------                     --------------
                     Dale Royal


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