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                                                                   EXHIBIT 10.32

January 15, 1999,

Mr. Tim Gardner
Enlighten Software Solutions, Inc.
999 Baker Way, 5th floor
San Mateo, CA 94404

Dear Tim:

I am pleased to offer you a position with Enlighten Software Solutions, inc.
(the "Company") as Vice President, Sales commencing upon your written acceptance
below. Your compensation is outlined in Attachment A to this letter, which will
be paid in accordance with the Company's normal payroll procedures. As an
Enlighten Software Solutions employee, you may also receive, in accordance with
each applicable plan document, certain employee benefits including: incentive
stock options (40,000 options initially, additional options may be granted
annually), participation in the employee stock purchase plan, medical insurance,
dental insurance, 401(k) plan, an accrued 20 days paid personal time off during
each year of employment (to be used as vacation, sick leave, etc.), plus paid
public holidays recognized by the Company. The grant date and price of the
incentive stock options will be set at the next Board of Directors meeting
following your start date.

You should be aware that your employment with Enlighten Software Solutions is
for no specific period. As a result, you are free to resign at any time, for any
reason or no reason. Similarly, the Company is free to conclude its relationship
with you at any time, with or without cause.

For purposes of federal immigration law, you will be required to provide to
Enlighten Software Solutions documentary evidence of your identity and
eligibility for employment in the United States. Such documentation must be
provided to us within three (3) business days of your date of hire, or our
employment relationship with you may be terminated.

In the event of any dispute or claim relating to or arising out of our
employment relationship, you and Enlighten Software Solutions agree that all
such disputes shall be fully and finally resolved by binding arbitration
conducted by the American Arbitration Association in San Mateo, California,
HOWEVER, we agree that this arbitration provision shall not apply to any
disputes or claims relating to or arising out of the misuse or misappropriation
of Enlighten Software Solutions' trade secrets or proprietary information.

(a) You agree that, while you are an Enlighten Software Solutions employee, you
will not, directly or indirectly, work for, advise, consult, render services to
or invest directly or indirectly in any individual or entity (in any capacity)
which directly or indirectly engages in any business in which Enlighten Software
Solutions is engaged at the time of such work, advice, consultation, rendering
of services or investment. None of the forgoing shall restrict any direct or
indirect investments in any publicly traded company, provided such investment
does not exceed 5% of the company's total voting shares.



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Enlighten Software Solutions, Inc.
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(b) You further agree that for a period of two (2) years after termination of
your employment with Enlighten Software Solutions, you will not, directly or
indirectly, hire, or in any other manner persuade an employee, dealer or
customer of the Company to discontinue that person's relationship with or to
Enlighten Software Solutions as an employee, dealer or customer, as the case may
be.

(c) We both agree that: (i) the services to be rendered by you are special,
unique, and of an extraordinary character; (ii) because of the nature of the
business of Enlighten Software Solutions, and the types of information which you
will obtain with respect to the business of Enlighten Software Solutions, it
would be impractical or extremely difficult to determine actual damages in the
event of a breach of you promises in this letter; and (iii) resulting damages
would not adequately compensate Enlighten Software Solutions.

Accordingly, if you commit such a breach or threaten such a breach the Company
shall have the right to have the provisions of this agreement specifically
enforced by any court having equity jurisdiction without the posting of a bond
or other security, since such a breach or threatened breach would cause
irreparable injury to Enlighten Software Solutions.

(d) The above mentioned right is an addition to, and not in lieu of, any other
rights and remedies available to Enlighten Software Solutions under law or in
equity.

(e) This covenant shall be construed as a series of separate covenants, one for
each of the fifty-eight (58) counties in California, for each state in the
United States, and for each nation outside the United States.

To indicate your acceptance of Enlighten Software Solutions' offer, please sign
and date both letters in the space provided below and return them to me. This
letter, between you and Enlighten Software Solutions, sets forth the terms of
your employment with Enlighten Software Solutions and supersedes any prior
representations or agreements, whether written or oral. This letter may not be
modified or amended except by a written agreement, signed by Enlighten Software
Solutions and by you. This offer will remain valid until 5 p.m. today.

We look forward to working with you at Enlighten Software Solutions. Welcome
Aboard!

                                            AGREED TO AND ACCEPTED

David D. Parker                             Tim Gardner
President and CEO

Dated:       1/15/99                        Dated:     1/15/99



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Enlighten Software Solutions, Inc.
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ATTACHMENT A

VICE PRESIDENT, SALES
1999 COMPENSATION PROGRAM

This document defines the compensation program for the position of Vice
President, Sales at Enlighten Software Solutions, Inc. This position is
responsible for identification, engagement and closure of key business
alliances. These business alliances are intended to provide revenue
opportunities for the Company through bundling or distribution partnerships,
and/or business opportunities for the Company through merger or acquisition. The
total targeted compensation is made up of your base salary and quarterly
bonuses.

COMPENSATION

 1.   Base Salary: Your base salary is $110,000 per year, this will be paid
      through the regular semi-monthly company payroll at $4,583.33 per pay
      period.

2.    Quarterly Bonuses: For the year ending December 31, 1999, you will be
      targeted to earn quarterly incentive compensation of $15,000.00 each based
      on sales objectives that you will participate in determining.

TERMINATION PROVISIONS

3.    Benefits Upon Voluntary Termination: In the event that you voluntarily
      resign from your employment with the Company or in the event that your
      employment terminates as a result of your death or disability, you shall
      be entitled to no compensation or benefits from the Company other than
      those earned under paragraphs 1 and 2 above through the date of your
      termination.

4. Termination Following a Change in Control:

   (i)     In the event of a Change in Control and your employment is terminated
           by the Company or its successor within ninety (90) days of such
           Change in Control, other than for cause, or you terminate your
           employment because of a change in duties, or any reason stated in
           paragraph 4(c), you shall be entitled to the following:

                      A.         a termination severance package equal to four
                                 (4) months of your then current base salary, or
                                 $40,000, whichever is greater. Such severance
                                 package shall be payable within thirty (30)
                                 days of your termination of employment with the
                                 Company; and

                      B.         full vesting of the 40,000 stock options
                                 granted to you upon your hiring; and



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Enlighten Software Solutions, Inc.
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   (ii)    For purposes of this Agreement a "Change of Control" shall mean an
           Ownership Change in which the shareholders of the Company before such
           Ownership Change do not retain, directly or indirectly, at least a
           majority of the beneficiary interest in the voting stock of the
           Company after such transaction or in which the Company is not the
           surviving corporation. For purposes of this Agreement an "Ownership
           Change" shall be deemed to have occurred in the event any of the
           following occurs with respect to the Company:

A.         the direct or indirect sale or exchange by the shareholders of the
           Company of more than fifty percent (50%) of the stock of the
           Company;

B.         a merger or consolidation in which the Company is a party;

C.         the sale, exchange, or transfer of all or substantially all of the
           assets of the Company; or

D.         a liquidation or dissolution of the Company.

5. Involuntary Termination

      (i) In the event that the company decides to terminate your employment
prior to December 31, 1999, unless that termination is based on gross negligence
or malfeasance or dereliction, then you shall be entitled to the following:

        A.      a termination severance package equal to four (4) months of your
                then current base salary, or $40,000, whichever is greater. Such
                severance package shall be payable within thirty (30) days of
                your termination of employment with the Company; and

        B.      no accelerated vesting of your stock.

6.      Exclusive Remedy: Subject to paragraphs 4 and 5 above, you shall be
        entitled to no further compensation for any damage or injury arising out
        of the termination of your employment by the Company.

7.      Successors and Assigns: This Agreement shall inure to the benefit of and
        be binding upon the Company and its successors and assigns. In view of
        the personal nature of the services to be performed by you under this
        Agreement, you shall not have the right to assign or transfer any of
        your rights, obligations, or benefits under this Agreement.