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                                                                    EXHIBIT 10.6

                      [LETTERHEAD OF DOCENT APPEARS HERE]

November 4, 1997

Richard L. Dellinger
1656 Christina Drive
Los Altos, CA 94024

Dear Richard:

Docent Software, Inc. ("Company") is pleased to offer you the position of Vice
President, Engineering, on the following terms:

POSITION: Vice President, Engineering. Responsible for managing Docent
Software's software development organization, including quality assurance and
technical documentation. You will be responsible for product management and
release engineering. You will work at our Palo Alto, CA office. Of course,
Docent Software, Inc. may change your position, duties, and work location from
time to time as it deems necessary.

REPORTING TO: Pardner Wynn, Chief Technical Officer, until such time as we hire
a new President and Chief Executive Officer. You will then report to the
President and CEO.

SALARY: Your base salary will be $11,666,67 a month, ($140,000 a year rate) less
payroll deductions and all required withholdings. You will be paid semimonthly.

BONUS: You will participate in the Docent Software, Inc. Executive Management
Bonus Plan as it will be defined in the future. The Company will guarantee that
you will be paid a minimum bonus of $5000.00 per quarter for the next four
quarters ($20,000 guaranteed minimum bonus for the period from October 1, 1997
until September 30, 1998), provided that you are employed by the Company on the
last day of each quarter. Quarterly bonuses will be paid within 30 days after
the end of each calendar quarter.

BENEFITS: You will be eligible for the following standard Docent Software
benefits: medical, dental, vision, long-term-disability and term life insurance;
401(k) plan; vacation, sick leave and holidays. Details about these benefit
plans are available for your review. Docent Software, Inc. may modify
compensation and benefits from time to time as it deems necessary.
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EQUITY Compensation: Subject to prior approval by the Company's Board of
Directors, you will be granted incentive stock options for the purchase of up to
250,000 (two hundred and fifty thousand) shares of the Company's Common Stock,
with vesting and an exercise price determined by the Board of Directors pursuant
to the Company's 1997 Stock Option Plan. If you prefer, we can arrange for you
to purchase these shares immediately, subject to a repurchase agreement that
would accomplish the same objectives as our standard vesting plan.

The last Incentive stock option granted by the Board of Directors (on September
2, 1997) was at a Fair Market Value of $0.10 per share, with vesting of four
years as follows: 1/4 vests after 12 months of service, 1/48 vests each month
thereafter.

In addition, the Board of Directors will be requested to grant you an additional
option for the purchase of up to 62,500 (sixty-two thousand five hundred) shares
of the Company's Common Stock, with vesting and exercise price to be based on
attainment of performance goals to be determined by mutual agreement of
yourself, the Board, and our now CEO.

START DATE: You will start on Monday, November 10, 1997 or another mutually
agreed-to date.

OTHER: As a Docent Software, Inc. employee you will be expected to abide by
Company rules and regulations, and sign and comply with a Proprietary
Information and Inventions Agreement which prohibits unauthorized use or
disclosure of Docent Software, Inc. proprietary Information.

Normal working hours are from 8:00 am to 5:00 pm, Monday through Friday. As an
exempt salaried employee, you will be expected to work additional hours as
required by the nature of your work assignments.

You may terminate your employment with Docent Software, Inc. at any time and for
any reason whatsoever simply by notifying Docent Software, Inc. Likewise, Docent
Software, Inc. may terminate your employment at any time and for any reason
whatsoever, with or without cause or advance notice. Also, Docent Software, Inc.
retains its discretion to make all other decisions concerning your employment
(e.g. demotions, transfers, job responsibilities, compensation or any other
managerial decisions) with or without good cause. This at-will employment
relationship cannot be changed except in a writing signed by a Company officer.
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The employment terms in this letter constitute the complete, final and exclusive
embodiment of the entire agreement between you and the Company with respect to
the terms and conditions of your employment, and these terms supersede any other
agreements or promises made to you by anyone, whether oral or written (including
our previous offer letter dated October 23, 1997). As required by law, this
offer is subject to satisfactory proof of your right to work in the United
States of America.

Richard. we look forward to having you join us at Docent. If you wish to accept
employment at Docent Software, Inc. under the terms described above, please sign
and date below and return a copy to me by November 6, 1997.

We look forward to your favorable reply and to a productive and enjoyable work
relationship.

Sincerely,

/s/ Dave Mandelkern
Dave Mandelkern
Executive Vice President

Accepted:


/s/ Richard L. Dellinger
Richard L. Dellinger

Date:

Nov 5 1997