Exhibit

10.40   June 28, 2002  Warren Utt 527 Acorn Park Drive Acton, MA 01720 USA  Dear Warren:  BroadVision is pleased to offer you the position of Senior Vice

President, Sales and Operations within the Sales.  The following outlines the terms of our employment offer to you,

based upon completion of a successful background check.  As a Senior Vice President, Sales and Operations, reporting directly to

me, you will work from our facility in Waltham, MA.  Your starting salary will be $14,583.33 per month, paid on a

semi-monthly basis, which would be an annualized rate of $200,000.00 per

year.  Your Variable Compensation Plan

is $200,000 annual target, based upon MBOs and commissions once the company

returns to profitability.  In addition to the above,you will be

recommended to a grant ofan

option to purchase 500,000 shares

of BroadVision common stock at a fair market value to be determined at the next

meeting of the option committee.  The

options vest over four years:  twenty-five percent (25%) of the shares

will vest after the first year of

employment and the balance over the remaining three years on a monthly basis

(2.083% of the original

grant amount per month).  You will be eligible for the standard BroadVision employee benefits

which include: medical, dental, vision, and prescription package, long-term

disability insurance, group life insurance, participation in our 401(k) Savings

Plan, participation in the Employee Stock Purchase Plan (ESPP), and two weeks

paid vacation your first year of employment (vacation is based on length of

service).   Candidates Initial  
   Warren Utt June 28, 2002  While BroadVision pays for the majority of your medical insurance,

should you choose to participate in the plan, your financial contribution will

be 10-20% of your monthly insurance premium, depending on your benefit

selection. Benefits start the first of the month after your date of hire.  You should also note that BroadVision may

modify salaries and benefits from time to time as it deems necessary.  As a BroadVision employee, you will be required to sign an

acknowledgment that you have read and understand the company rules as described

in the company handbook and intend to abide by these rules and

regulations.  You will be expected to

sign and comply with the attached Proprietary Information and Inventions

Agreement.  You will also be required to

submit an I-9 form and satisfactory documentation regarding your identification

and right to work in the United States no later than three (3) days after your

employment begins.  As an employee, you may terminate employment at any time for any reason

whatsoever with notice to BroadVision. 

We request that in the event of resignation, you give the company at

least two weeks notice.  Similarly,

BroadVision may terminate your employment at any time for any reason whatsoever

with or without cause or advance notice. 

This mutual termination of employment arrangement will supersede all

previous written and oral communication with you and can only be modified by

written agreement signed by all parties.  If you wish to accept employment at BroadVision under the terms set out

above, please sign and date this letter, and return it to Staffing Department

by June 30, 2002.  I look forward to your favorable reply and to a productive and exciting

working relationship.  Sincerely,   Andrew Nash Executive Vice President, COO   /s/ Warren UttApproved and Accepted

  

  DateCandidates Start Date

  

  Candidate Social Security Number