EXHIBIT 10.15

                                 EMPLOYMENT AGREEMENT


        THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and 
between  Gregory P. Dougherty ("Employee") and SDL, Inc. (the 
"Company"), and is effective as of the 1st day of October, 1998 and 
supercedes any/all previous employment agreements.
        The parties hereby agree as follows:

        1.      Period of Employment

           The Company will employ Employee to render services to the Company 
in the position and with the duties and responsibilities described in 
Section 2, for the compensation specified in Sections 3 and 4 and for the 
period commencing on the effective date of this Agreement and ending on 
termination as provided in Section 5.

        2.      Position and Duties

           Employee accepts employment with the Company as its Chief Operating 
Officer.  As such, Employee shall have the responsibilities for the 
management and operations of the Company established for him from time to 
time by the Board of Directors.

        3.      Compensation

           (a)     Base Salary.  Employee shall receive a base salary of 
$209,204 per year, payable in equal installments in accordance with the 
Company's current practices or as they may be amended.  The foregoing 
base salary shall be subject to annual reviews each year during the term 
of the Agreement, as determined by the Board of Directors in its sole 
discretion.

           (b)   Annual Bonuses.  The Board of Directors shall approve an 
annual operating plan for the Company.  Employee shall receive cash 
bonuses in connection with each audit of the Company's results of 
operations conducted by the Company's independent certified public 
accountants.  Such audits shall be conducted at least annually.  
Employee's bonuses shall be computed as provided in the matrix attached 
to this agreement as Exhibit A or other such criteria as determined by 
the SDL Board of Directors, provided that such bonuses shall be adjusted 
pro rata to reflect any audit period less than twelve (12) months.  The 
Company's results of operations shall be determined by the Company's 
independent certified public accountants in accordance with generally 
accepted accounting principles applied consistent with the practice for 
prior periods and shall be accompanied by an audit report of such 
accountants, which shall be reasonably acceptable to the Company's Board 
of Directors.  Such bonuses shall be calculated and paid within thirty 
(30) days following delivery of the audit report.  Bonuses shall be 
deemed earned with respect to each fiscal year (or portion thereof) 
during which Employee has been employed hereunder as of the end of the 
fiscal period covered by the audit;  such bonuses shall thereafter be 
paid on the dates set forth above, subject only to the determination of 
the Company's results of operations.

          (c)  Option Appreciation Guarantee.  Offer letter dated 
February 21, 1997 states: "If at the end of your second complete year 
with SDL the options that you have been granted do not yield you $200,000 
appreciation, SDL will make up the difference in cash.  That is, if the 
options are below water SDL will pay $200,000 in cash less taxes.  If the 
options are above water but their value is less than $200,000 above the 
exercise price, SDL will pay you the difference in cash less taxes.  SDL 
will calculate the appreciation on the second anniversary of your option 
grant date based on a 3 day average of the last trade price as reported 
in the Wall Street Journal; day before, anniversary date, and day after."  
This agreement amends the above paragraph by adding the following 
sentence: Any such payout will actually occur on your tenth anniversary 
or termination from the Company for any reason, whichever comes first.

        4.      Benefits

               (a)       Employee will continue to receive benefits 
made generally available to employees of the Company.  In addition, 
Employee shall receive in the future benefits generally made available to 
the Company's executives at a similar reporting level.  The foregoing 
shall include stock option plan grants, with the number of shares, if 
any, covered by such grants determined by the Board of Directors in its 
sole discretion.  The Company shall reimburse Employee for reasonable 
travel and other business expenses incurred by him in the performance of 
his duties hereunder in accordance with the Company's policies in this 
regard.

              (b) During the term of this Agreement and for a period of 
six (6) months thereafter, the Company will maintain an insurance policy 
on Employee's life in an amount equal to his then-current base salary.  
The proceeds of the foregoing insurance policy shall be payable to such 
beneficiaries as Employee may designate from time to time or, in the 
absence of a designation, to his estate.

              (c) New Loan.  In the event Employee sells the Property and 
purchases a new residence, the Company agrees to enter into a new housing 
assistance loan (the "New Loan"), the terms of which will be the same in 
all material respects to the terms of Housing Assistance Loan, including 
but not limited to the terms related to the on-going loan repayment 
obligations of Employee and the repayment obligations of Employee in the 
event of termination by the Company, provided, however, that (i) at the 
time of the close of escrow for the new residence, the Employee must be 
currently employed at the Company, (ii) the amount of the New Loan will 
be equal to the price of the new residence minus $228,000, but in no 
event shall it exceed the amount outstanding under the Note at the time 
such amount became due and payable and (iii) the New Loan will be due and 
payable on the tenth anniversary of the date of the Note.

               (d) See attached "Addendum, Terms of Employment Offer"
                   Section 1)(d)(iii) under "Relocation Package" in the 
                   attached "Addendum, Terms of Employment Offer" dated 
                   February 21, 1997 is amended to read as follows:
                   Dollar forgiveness on the anniversary of your 
                   employment date

                   1999    $40,000 -       2nd Anniversary
                   2000    $40,000 -       3rd Anniversary
                   2001    $40,000 -       4th Anniversary         
                   2002    $80,000 -       5th Anniversary
                   2003    $40,000 -       6th Anniversary
                   2004    $40,000 -       7th Anniversary
                   2005    $40,000 -       8th Anniversary
                   2006    $40,000 -       9th Anniversary
                   2007    $40,000 -       10th Anniversary

           5. Termination
In addition to the terms of termination defined in the "Addendum, Terms 
of Employment Offer"  (see attached) the following will apply.

           (a)     Employee's employment by the Company hereunder shall be 
terminable by either Employee or the Company at any time and for any 
reason, with or without cause, effective upon written notice to the other 
party.  Upon termination of employment the employee shall be deemed to 
have resigned from all offices and directorships then held with the 
Company or any affiliate.

           (b)     In the event the Company terminates Employee's employment 
pursuant to subsection (a) above other than for cause (as defined below), 
or the Employee resigns following a reduction in base pay and bonus when 
said reduction is not in conjunction with similar reductions in base pay 
and bonus with other Senior Executives or employee is no longer in the 
role of Chief Operating Officer or at least equivalent position, Employee 
shall be entitled to the following benefits:

             (i)   An amount, payable monthly for six (6) months, commencing 
on the effective date of termination of the Employee's employment equal 
to his then current monthly base salary;

             (ii)   Accelerated vesting, for six (6) additional months from 
the effective date of termination, under all outstanding stock options 
then held by Employee;  and

             (iii)  An amount, payable monthly for six (6) months commencing 
on the effective date of termination of Employee's employment equal to 
4.1667% of his then current annual base salary

              (iv)  For a period of six (6) months following the 
termination of Employee's employment pursuant to this Agreement, the 
Company will pay the cost to maintain medical benefits under COBRA, 
provided that Employee will continue to pay the amount he paid for 
medical insurance prior to such termination and provided the employee 
adheres to the terms of COBRA.

               (v)   $200,000 of "Housing Assistance Loan" 
described in the Terms of Offer dated February 21, 1997 will be forgiven 
if termination occurs during the first 5 years of employment at SDL and 
the balance of the loan is due upon close of escrow on the house 
repurchase or within 1 year which ever comes first,

               (vi) At your option, SDL can repurchase your CA 
house, within 1 year of your termination date, at the higher of original 
purchase price or appraised value at the time of termination or you will 
need to pay the balance of the loan within 1 year.

           (c)     If Employee terminates his employment pursuant to this 
Agreement in accordance with Section 5(a), or if the Company terminates 
Employee's employment pursuant to Section 5(a) for cause (defined as 
willful breach of duty in the course of employment or habitual neglect of 
duty or continued inability to perform it), continued inability to 
perform it shall not include performance results, unwillingness to move 
(more than 100 miles)/accept transfer or unwillingness to accept 
excessive travel or any reasons/circumstances resulting from illness in 
family or child care, the following shall apply:  

                (i) No further salary shall be payable to Employee, except for 
amounts accruing prior to the termination date;

               (ii) No further vesting of Employee's stock options or stock 
purchase, or similar rights shall occur; and

              (iii) No further bonuses shall be payable pursuant to Section 
3(b).
               (iv) No forgiveness of the $200,000 "Housing  Assistance Loan
will be provided,

               (v) "Housing Assistance Loan' balance in full is payable with 1
year, or upon sale of house whichever occurs first.

           (d)     Subsequent to the termination of Employee's employment 
hereunder, the payments and benefits provided for in Sections 4(b) and 
subsections 5 (b) (i), (ii), (iii) and (iv) shall terminate at such time, 
if any, as Employee commences employment.

           (e)     This Agreement shall terminate upon Employee's death or 
permanent disability.  In such event, Employee (or his estate) shall be 
entitle to receive the benefits provided for under Section 5(b).  

        6.      Miscellaneous

           (a)     Notices under this Agreement shall be in writing and shall
be deemed given when delivered in person or three (3) days after deposit in 
the United States Mail, postage prepaid, certified or return receipt 
requested, and addressed as follows:            

           If to Employee:                 NAME
                                           STREET ADDRESS
                                           CITY, STATE, ZIP

           If to the Company:              80 Rose Orchard Way
                                           San Jose, California 95134
                                           Attention:  Corporate Secretary

The foregoing addresses may be changed by notice in accordance with this 
subsection (a).

           (b)     The prevailing party in any action to enforce the terms of 
this Agreement shall be entitled to reimbursement from the other party 
for its costs and expenses (including reasonable attorneys' fees) in 
connection therewith.

           (c)     The terms of this Agreement are intended by the parties to be
the final expression of their agreement with respect to the employment of 
Employee by the Company and may not be contradicted by evidence of any 
prior or contemporaneous agreement.  The parties further intend that this 
Agreement shall constitute the complete and exclusive statement of its 
terms and that no extrinsic evidence whatsoever may be produced in any 
legal proceeding involving this Agreement.  This Agreement may be 
amended, and the observance of any of its terms may be waived, only by a 
writing signed by the party to be charged with such amendment or waiver.

           (d)     If any provision of this Agreement, or the application 
thereof to any person, place or circumstance, shall be held by a court of 
competent jurisdiction to be invalid, unenforceable or void, the 
remainder of this Agreement and such provisions as applied to other 
persons, places and circumstances shall remain in full force and effect.

           (e)     The validity, interpretation, enforceability and performance 
of this Agreement shall be governed by and construed in accordance with 
the laws of the State of California, without regard to its rules 
regarding conflicts of laws.

           (f)     Employee agrees that all disputes between him and the Company
(including all affiliates, shareholders, directors, officers, employees, 
consultants, agents, successors and assigns), which arise during 
Employee's employment or after, will be resolved by arbitration.  The 
arbitration will be conducted by a single arbitrator.  The arbitrator 
will be selected and the arbitration conducted pursuant to the Employment 
Dispute Resolution rules of the American Arbitration Association (AAA).  
The arbitration agreement covers all disputes arising from Employee's 
employment, including (1) claims for wages, benefits or compensation, (2) 
all tort and contract claims of any kind, including disputes concerning 
this Agreement, and (3) claims based on any federal or state law, 
including discrimination, harassment or retaliation laws.  For example, 
this arbitration agreement includes claims arising under Title VII of the 
Civil Rights Act of 1964, the Age Discrimination in Employment Act, the 
Americans with Disabilities Act, and the California Fair Employment and 
Housing Act.  The only claims not covered by this arbitration agreement 
are workers' compensation and unemployment compensation claims, and the 
Company may, at its option, seek injunctive relief, equitable relief and 
damages in court for any breach of this Invention and Proprietary 
Information Agreement, any other agreement, or any federal or state law, 
concerning Proprietary Information or Inventions.  Except as provided in 
the previous sentence, arbitration is the exclusive remedy for all 
disputes covered by this arbitration agreement, including whether a 
particular dispute is covered by this agreement, and shall be final and 
binding on both parties, which means that BOTH EMPLOYEE AND THE COMPANY 
WAIVE ANY RIGHT TO A JURY TRIAL.  Either Employee or the Company may 
bring an action in court to compel arbitration and to enforce an 
arbitration award.  Otherwise, neither party shall initiate or prosecute 
any lawsuit or administrative action in any way related to any dispute 
covered by the arbitration agreement.  The Federal Arbitration Act shall 
govern the interpretation and enforcement of this arbitration agreement.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be duly executed as of the date first set forth above.

EMPLOYEE                                        SDL, INC.
By /s/ Gregory P. Dougherty                     By /s/ Donald R. Scifres    
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