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                                                                   Exhibit 10.10
                                                                    Offer Letter
                                                               February 23, 1998


Anthony Zingale
22365 Regnart Road
Cupertino, CA 95014


Dear Tony:

                  I'm extremely pleased to offer you the position of President
and CEO of Clarify Inc. In this role, you will have the sole authority and
responsibility to make the decisions necessary to build the dominant player in
this industry.

                  1. POSITION. You will serve in a full-time capacity as
President and Chief Executive Officer of the Company. You will report to the
Board of Directors. During the term of your employment, you agree to devote your
full time and attention to the business and affairs of the Company. The Company
agrees to take all action necessary to nominate and elect you as a director of
the Company as soon as possible following your commencement of employment and to
continue the directorship during the term of your employment. By signing this
letter agreement, you represent and warrant to the Company that you are under no
contractual commitments inconsistent with your obligations to the Company.

                  2. SALARY. You will be paid a salary at the annual rate of
$225,000, payable in installments in accordance with the Company's standard
payroll practices for salaried employees. This salary will be subject to
adjustment pursuant to the Company's employee compensation policies in effect
from time to time.

                  3. PERFORMANCE INCENTIVE. As additional compensation, you will
be eligible for a bonus payable in cash following release of the Company's
annual financial statements. Your bonus for on-target performance will be 60% of
your base salary. Bonuses are payable pursuant to the terms of the existing
executive bonus plan for the achievement of objectively quantifiable and
measurable goals and objectives, which goals and objectives have been set, in
advance, by the Company's Board of Directors. Determination of whether you have
achieved the goals and objectives shall be in the entire discretion of the
Compensation Committee of the Board of Directors.

                  4. STOCK OPTIONS. Subject to the approval of the Compensation
Committee of the Company's Board of Directors, you will be granted an option to
purchase 400,000 shares of the Company's Common Stock. The exercise price per
share will be equal to the fair market value per share on the date the option is
granted or on your first day of employment, whichever is later. The option will
be a non-statutory option and will be subject to terms and conditions
substantially equivalent to those applicable to options granted under the
Company's 1995 Stock Option/Stock Issuance Plan, as described in that Plan and
the standard form stock option agreement. The option will become exercisable for
25% of the option shares after 12 months of service and the balance will vest in
monthly installments over the next 36 months of service, as described in the
applicable stock option agreement. In the event that the Company is subject to a
Corporate Transaction (as defined in the 1995 Stock Option/Stock Issuance Plan),
your option will be exercisable for a number of shares as if you had been
employed an additional 12 months as of the date of the transaction. You will be
eligible for consideration for subsequent merit option grants beginning December
2000.

                  5. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. Like all
Company employees, you will be required, as a condition to your employment with
the Company, to sign the Company's standard Proprietary Information and
Inventions Agreement.
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Anthony Zingale                                                February 23, 1998
                                                                     Page 2 of 3

                  6. BENEFITS AND VACATION. Clarify provides medical, dental &
vision care insurance, life & accidental death insurance, long-term disability
coverage, and a 401(k) plan. You will accrue two weeks vacation in addition to
10 paid holidays.

                  7. PERIOD OF EMPLOYMENT. Your employment with the Company will
be "at will," meaning that either you or the Company will be entitled to
terminate your employment at any time and for any reason, with or without cause.
Any contrary representations that may have been made to you are superseded by
this offer. This is the full and complete agreement between you and the Company
on this term. Although your job duties, title, compensation and benefits, as
well as the Company's personnel policies and procedures, may change from time to
time, the "at will" nature of your employment may only be changed in an express
written agreement signed by you and a duly authorized officer of the Company.

                  8. NON-SOLICITATION. During the period commencing on the date
you commence employment with the Company and continuing until the second
anniversary of the date your employment with the Company ceases, you shall not
directly or indirectly, personally or through others, solicit or attempt to
solicit (on your own behalf or on behalf of any other person or entity) either
(i) the employment of any employee of the Company or any of the Company's
affiliates or (ii) the business of any customer of the Company or any of the
Company's affiliates.

                  9. OUTSIDE ACTIVITIES. While you render services to the
Company, you will not engage in any other gainful employment, business or
activity without the written consent of the Company. While you render services
to the Company, you also will not assist any person or organization in competing
with the Company, in preparing to compete with the Company or in hiring any
employees of the Company.

                  10. WITHHOLDING TAXES. All forms of compensation referred to
in this letter are subject to reduction to reflect applicable withholding and
payroll taxes.

                  11. ENTIRE AGREEMENT. This letter and the Exhibit attached
hereto contain all of the terms of your employment with the Company and
supersede any prior understandings or agreements, whether oral or written,
between you and the Company.

                  12. AMENDMENT AND GOVERNING LAW. This letter agreement may not
be amended or modified except by an express written agreement signed by you and
a duly authorized officer of the Company. The terms of this letter agreement and
the resolution of any disputes will be governed by California law.

                  We hope that you find the foregoing terms acceptable. You may
indicate your agreement with these terms and accept this offer by signing and
dating both the enclosed duplicate original of this letter and the enclosed
Proprietary Information and Inventions Agreement and returning them to me. As
required by law, your employment with the Company is also contingent upon your
providing legal proof of your identity and authorization to work in the United
States. This offer, if not accepted, will expire at the close of business on
February 23, 1998.

                  We look forward to having you join us on March 2nd, 1998.

                  If you have any questions, please call me at (408) 573-3010.

                                               Very truly yours,
                                               CLARIFY INC.
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Anthony Zingale                                                February 23, 1998
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                                   By: /s/ David A. Stamm
                                      -------------------------------------
                                      David A. Stamm
                                      President and Chief Executive Officer

I have read and accept this employment offer:


  /s/ Anthony Zingale
Signature of Anthony Zingale
Dated:  February 23, 1998