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                                                                   Exhibit 10.30

                    [BLUE MARTINI SOFTWARE, INC. LETTERHEAD]



February 21, 2002


Bob Cell

Dear Bob,

I am pleased to offer you a promotion to the position of Chief Financial Officer
on the following terms effective January 1, 2002.

You will be responsible for continuing to develop and execute our strategic
financial business plan and managing the G&A function including the Finance,
Human Resources, IT, and Legal teams and will continue to report directly to me.
You will continue to work at our corporate headquarters in San Mateo, California
with visits to customer sites and other travel as required.

Your annual base salary will be $250,000, less payroll deductions and all
required withholdings. Other details regarding your promotion are:

o    You will be eligible to participate in an MBO program, awarded annually.
     This MBO program provides for an additional up to 40% of your annual base
     salary, based on achievement of the objectives outlined below. Please note,
     at the discretion of management, the bonus plan may be terminated or
     modified at any time.

o    We will recommend to the Board that you receive a supplemental performance
     grant of 100,000 shares of restricted stock at $0.01 per share, vesting
     100% on the fifth anniversary of the effective date of transition (i.e.,
     January 1, 2007), assuming your continued employment with the Company. The
     grant will have accelerated vesting of 50% in December 2002 and 50% in
     December 2003 upon attainment of the Company objectives outlined below. If
     the Company undergoes a merger or acquisition, the vesting of these shares
     will accelerate to the same extent that the vesting of options granted
     under the Company's option plans accelerate.


2002 OBJECTIVE:. MBO and stock acceleration ("Variable Comp") are earned based
on whether the Company's corporate performance under your leadership meets the
guidance (as detailed below) that the Company provides in its quarterly earnings
calls.
       o         Timing:
                    o  Variable Comp is earned each quarter, but awarded
                       annually.
                    o  If Variable Comp is not earned on a given quarter, the
                       time frame will extend an additional quarter; that is,
                       you have a sliding eight-quarter window in which to earn
                       the Variable Comp described in this letter.
       o         Guidance: The specific guidance criteria on which Variable Comp
                 will be judged are:
                    o  Top-line revenue ("revenues in the range of $8.5 to $10.5
                       million," using Q1 2002 as an example)
                    o  Per-share net loss/earnings ("in the range of $(0.10) to
                       $(0.13) per share", using Q1 2002 as an example).Partial
                       credit: You will receive half-credit if one criterion is
                       met on a quarter but the other is not.
                    o  If it would not be in the best interests of the Company
                       to issue guidance for a quarter, you and I will establish
                       alternate criteria for the Variable Comp associated with
                       that quarter, within ten (10) days of making the decision
                       not to issue guidance.
       o         Acquisitions: If the Company enters into any acquisition in
                 which it is the surviving entity, Variable Comp will be judged
                 net of acquisition for the calendar quarter in which the
                 acquisition occurs; thereafter, it will be judged on the
                 combined company results.

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       o         Ethical  Standards:  No Variable  Comp will be earned for any
                 quarter in which the Company  deviates  from accepted standards
                 and principles of accounting.


2003 OBJECTIVE: Unless otherwise agreed, the same criteria will apply for
determination of your 2003 MBO and accelerated stock vesting.

The compensation terms in this letter supersede any other agreements or promises
made to you by anyone, whether oral or written. All other terms of your original
offer dated March 20, 2000, Employee Proprietary Information and Inventions
Agreement and any other agreements remain in effect.

As acceptance of your promotion terms described above, please sign and date this
letter and return the original to Human Resources by March 22, 2002.

We look forward to your favorable reply and to a productive and enjoyable
working relationship with you.

Very truly yours,

/s/  MONTE ZWEBEN

Monte Zweben
CEO and Founder

I accept the promotion terms stated in this letter.

/s/  BOB CELL
---------------------------------------------
Bob Cell

Date: March 22, 2002