Exhibit 10.27

Dear
Fran: October 19, 2001
Francis Barton
14720 Montalvo Road
Sarotoga, California 95070

Dear
Fran:

BroadVision, Inc.
("BroadVision" or "the Company") is pleased to confirm its offer to you of the position of Executive Vice President and Chief Financial Officer within the
Executive Team at BroadVision, effective October 15, 2001. We are extremely pleased to have you join as a new BroadVision executive and look forward to the challenges and successes in our path.
Your leadership, past successes and style demonstrated throughout the recruitment process will allow us to achieve new and far-reaching dimensions to our business and Worldwide
Organization. As Executive Vice President and Chief Financial Officer reporting directly to me, you will lead the Worldwide Finance, Legal and Operations organizations.

The
following outlines the terms of our employment offer to you (the "Agreement").

COMPENSATION AND BENEFITS

Your starting Base Salary will be $26,666.67 per month ($320,000 per year), paid on a semi-monthly basis and subject to standard deductions and
withholding, effective November 5, 2001. Subject to the terms of BroadVision's Variable Compensation Plan, your target bonus is thirty seven and one-half percent (37.5%) of your
Base Salary annually (initially $120,000), payable in equal quarterly installments of $30,000, payable according to BroadVision's normal payout schedule for quarterly bonuses and subject to standard
deductions and withholding. Upon the Company's return to profitability, the Company may also institute a bonus program for organizational and individual milestones under which you may be eligible for
an additional bonus. As a sign-on incentive, once you commence employment you will be eligible for a retention bonus of $100,000 paid in quarterly installments of $25,000 on the last day
of the quarter, subject to standard deductions and withholding. You must be employed on the last day of the quarter to earn each bonus installment. You also will be eligible for salary and stock
adjustments at the next annual review, although no increases are assured.

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 accrued vacation per year (vacation accrued according to length of
service).

While
BroadVision pays for the majority of your medical insurance, should you choose to participate in the plan, your financial contribution currently will be approximately 10% of your
monthly insurance premium, depending on your benefit selection. Benefits start the first of the calendar 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.

STOCK OPTION

Subject to the approval of the Option Committee of the Board of Directors, BroadVision will grant you a stock option to purchase 2,1000,000 2,100,000 shares of
BroadVision common stock with an exercise price equal to the fair market value of the common stock on your date of hire (the "Option"). The Option will be an incentive stock option to the extent
permitted by law, the remaining portion of the Option will be a nonstatutory stock option. The Option will vest over four years based on your continued service with BroadVision:
twenty-five percent (25%) of the shares will vest on the first anniversary of your date of hire and the remaining shares will vest over three years on a monthly basis (2.083% of the
remaining shares per month). The Option will be subject to the terms and conditions of the BroadVision stock option plan and the form of stock option agreement pursuant to which the Option is granted.

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INVOLUNTARY TERMINATION WITHOUT CAUSE

In the event your employment with BroadVision is terminated due to an Involuntary Termination Without Cause (as defined below) at any time and subject to your
valid execution of a release substantially in the form attached hereto as Exhibit A (the "Release"), you agree to provide consulting services to BroadVision pursuant to the Consulting Agreement
Terms set forth in Exhibit B. {Exhibit B: One year consulting arrangement (payment equal to one year base salary and bonus payable for the quarter in which your employment is terminated)
with restrictive covenant.}A, and on the Separation Date (as defined in Exhibit A) to execute a general release substantially in the form attached hereto as Exhibit B (the "Release"). On
the eighth day after you execute the Release, provided you have not revoked the Release, you will be paid that portion of your bonus under the Variable Compensation Plan which would have been earned,
and become due and payable, had you been employed for the entire quarter during which the Separation Date occurs.

CHANGE OF CONTROL

In addition to the foregoing, in the event your employment with BroadVision is terminated by reason of an Involuntary Termination Without Cause or a Voluntary
Termination for Good Reason (as defined below) within thirteen (13) months following a Change of Control (as defined below), and subject to your valid execution of the Release, fifty percent
(50%) of the unvested shares subject to the Option your outstanding stock options and other stock awards granted to you by BroadVision will become vested and exercisable on the effective date of your
termination of employment.

For
purposes of this Agreement, Involuntary Termination Without Cause shall mean your dismissal or discharge for reasons other than Cause. For this purpose, "Cause" means the occurrence
of any one or more of the following: (i) your commission of conviction of, or plea of no contest with respect to, any crime involving fraud, dishonesty or moral turpitude; (ii) your
attempted commission of or participation in a fraud or act of dishonesty against BroadVision that results in (or might have reasonably resulted in) material harm to the business of BroadVision;
(iii) your intentional, material violation of any contract or agreement between you and the Company or any statutory duty you owe to BroadVision; (iv) your conduct that constitutes gross
misconduct, insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to the business of BroadVision; and
(v) persistent unsatisfactory performance of your job duties; provided, however, that the action or conduct described in clauses (iii), (iv) and (v) above will constitute "Cause"
only if such action or conduct continues after BroadVision has provided you with has not been cured by you following BroadVision's written notice thereof and fifteen (15) days to cure the same.

For
purposes of this Agreement, Voluntary Termination for Good Reason shall mean your resignation resulting because one or more of the following are undertaken by the Company without
your express written consent: (i) the assignment to you of any duties or responsibilities that results in a material diminution in your function, a material change in your title or a change in
your reporting relationships, as in effect immediately prior to the effective date of the Change of Control; provided, however, that a change in your title or reporting relationships shall not provide
the basis for a voluntary termination with Good Reason; (ii) a material reduction by the Company in your annual base salary, as in effect on the effective date of the Change of Control or as
increased thereafter; provided, however, that Good Reason shall not be deemed to have occurred in the event of a reduction in your annual base salary that is pursuant to a salary reduction program
affecting substantially all of the employees of the Company and that does not adversely affect you disproportionately when compared with similarly situated employees; (iii) any failure by the
Company to continue in effect any benefit plan or program, including incentive plans or plans with respect to the receipt of securities of the Company, in which you were participating immediately
prior to the effective date of the Change of Control (hereinafter referred to as "Benefit Plans"), or the taking of any action by the Company that would adversely affect your participation in or
reduce your benefits under the Benefit Plans or deprive you of any fringe benefit that you enjoyed immediately prior to the effective date of the Change of Control; provided, however, that Good Reason
shall not be deemed to have occurred if the Company provides for your participation in benefit plans and programs that, taken as a whole, are comparable to

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the Benefit Plans; (iv) a relocation of your business office to a location more than thirty (30) miles from the location at which you performed your duties as of the effective date of
the Change of Control, except for required travel by you on the Company's business to an extent substantially consistent with your business travel obligations prior to the effective date of the Change
of Control; or (v) a material breach by the Company of any provision of the Plan or the Option Agreement or any other any material agreement between you and the Company concerning the terms and
conditions of your employment.

For
purposes of this Agreement, a Change of Control means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(1)  any
person (within the meaning of Section 13(d) or 14(d) of the Exchange Act of 1934, as amended (the "Exchange Act") becomes the owner, directly or indirectly,
of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or
similar transaction;

(2)  there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such
merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty
percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting
power of the parent of the surviving entity in such merger, consolidation or similar transaction;

(3)  the
stockholders of the Company approve or the Board of Directors approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or
liquidation of the Company shall otherwise occur; or

(4)  there
is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a
sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting
power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license
or other disposition.

Once
a Change of Control has occurred for purposes of this agreement, no future events will constitute a Change of Control for purposes of this Agreement.

PARACHUTE PAYMENTS

If any payment or benefit you would receive pursuant to a Change of Control from BroadVision or otherwise ("Payment") would (i) constitute a "parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by
Section 4999 of the Code (the "Excise Tax"), then such Payment shall be equal to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that
would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account
all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax
basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "parachute
payments" is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless you elect in writing a different order (provided, however, that such election
shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards;
reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be

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reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of your stock awards unless you elect in writing a different order for cancellation.

The
accounting firm engaged by BroadVision for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the
accounting firm so engaged by BroadVision is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, BroadVision shall appoint a nationally recognized
accounting firm to make the determinations required hereunder. BroadVision shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

The
accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to BroadVision and you within fifteen
(15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by BroadVision or you) or such other time as requested by BroadVision or you. If the
accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish BroadVision and you with an opinion
reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive
upon BroadVision and you.

AMENDMENT

This Agreement may be modified at any time by BroadVision; provided, however, that this Agreement may not be amended for thirteen (13) months following a
Change of Control in a manner which reduces the amount of any benefit that may be provided upon on an Involuntary Termination Without Cause or a Voluntary Termination for Good Reason or adversely
modifies the types of events that will constitute an Involuntary Termination Without Cause or a Voluntary Termination for Good Reason for purposes of this Agreement.

OTHER PROVISIONS

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 BroadVision's Proprietary Information and Inventions Agreement. You will also be required to submit an
a Form 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.

In
your work for BroadVision, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have
an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is
common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by BroadVision. During our discussions about your proposed job duties, you
assured us that you would be able to perform those duties within the guidelines just described.

You
agree that you will not bring onto BroadVision premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of
confidentiality.

This
Agreement, together with your Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your employment agreement with BroadVision. It
supersedes any other agreements or promises made to you by anyone, whether oral or written, and it can only be modified in a written agreement signed by an You shall receive indemnification as a
corporate officer of BroadVision. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. to the maximum extent extended to the other officers of
BroadVision. You will be required to enter into the BroadVision's standard form of indemnification agreement, pursuant to

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which BroadVision agrees to advance any expenses for which indemnification is available to the extent allowed by applicable law ("Indemnification Agreement").

You
may terminate your employment with BroadVision at any time and for any reason whatsoever simply by notifying BroadVision. Likewise, BroadVision may terminate your employment at any
time, with or without cause or advance notice. BroadVision requests that in the event of your resignation, you provide notice of your resignation two (2) weeks in advance.

This
Agreement including its Exhibits, together with your stock option agreement(s), your Proprietary Information and Inventions Agreement, and your Indemnification Agreement, forms the
complete and exclusive statement of your employment agreement with BroadVision. It supersedes any other agreements or promises made to you by anyone, whether oral or written, and it can only be
modified in a written agreement signed by an officer of BroadVision.

If
you wish to accept employment at BroadVision under the terms set out above and the Exhibits, please sign and date this letter, and return it to me by October    , 2001.

I
look forward to your favorable reply and to a productive and exciting working relationship.

Sincerely,

Pehong
Chen President and Chief Executive Officer

James
Harrington Senior Vice President of Human Resources

Approved
and Accepted by:

|Signature              |  | Date |  | 
|---------------------- |  | ---- |  | 
|Social Security Number |  |      |  | 

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EXHIBIT A

Exhibit A:
Consulting Terms

Exhibit B:
General Release

EXHIBIT A
CONSULTING TERMS

As part of the Agreement, you agree that in the event of an Involuntary Termination Without Cause (as defined in the Agreement to which this Exhibit A is
attached), you will serve as a consultant to BroadVision under the terms specified below. The consulting relationship commences on the date your employment with BroadVision is terminated (the
"Separation Date") and continues for one year from the Separation Date (the "Consulting Period").

1.    Consulting
Services. You agree to provide consulting services to BroadVision in any area of your expertise upon request by the Chief Executive Officer (the "CEO") of
BroadVision. During the Consulting Period, you will report directly to the CEO, or as otherwise specified by the CEO. You agree to exercise the highest degree of professionalism and utilize your
expertise and creative talents in performing these services. You agree to make yourself available to perform such consulting services throughout the Consulting Period, up to a maximum of forty
(40) hours per month.

2.    Consulting
Fees and Benefits.



3.    Limitations
on Authority. You will have no responsibilities or authority as a consultant to BroadVision other than as provided above. You agree not to represent or
purport to represent BroadVision in any manner whatsoever to any third party unless authorized by BroadVision, in writing, to do so.

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4.    Other
Work Activities. Throughout the Consulting Period, you retain the right to engage in employment, consulting, or other work relationships in addition to your work
for BroadVision.
BroadVision will make reasonable arrangements to enable you to perform your work for BroadVision at such times and in such a manner so that it will not interfere with other activities in which you may
engage. In order to protect the trade secrets and confidential and proprietary information of BroadVision, you agree that, during the Consulting Period, you will notify BroadVision, in writing, before
you obtain employment with a competitor of BroadVision, perform services for any business entity competitive with BroadVision, or engage in any other work activity that is competitive with BroadVision
(collectively, "Competitive Activity"). If you engage in Competitive Activity without BroadVision's express written consent, BroadVision's obligation to pay you Consulting Fees will cease immediately,
vesting of your Options will cease immediately, and the Consulting Period will end immediately. BroadVision will not seek to recover any fees or benefits provided to you prior to your engagement in
Competitive Activity.

[End
of Exhibit A]

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EXHIBIT B  GENERAL RELEASE

I understand that my position with BroadVision, Inc. (the "Company") terminated
effective                        ,            (the "Separation Date").
The
Company has conditioned its payment of certain severance benefits Consulting Fees, and payment of a quarterly installment of my bonus under the Variable Compensation Plan, and accelerated vesting
pursuant to the terms of the [date] October    , 2001 offer letter agreement (the "Agreement") between myself and the Company, and any agreements incorporated
therein by reference, on my signing this Release. I understand that, regardless of whether I sign this Release, the Company will pay me all of my accrued salary and vacation through the Separation
Date, to which I am entitled by law.

In
consideration of the benefits I am receiving under the Agreement, I hereby release the Company and its officers, directors, agents, attorneys, employees, shareholders, parents,
subsidiaries, and affiliates from any and all claims, liabilities, demands, causes of action, attorneys' fees, damages, or obligations of every kind and nature, whether they are now known or unknown,
suspected or unsuspected, discovered or undiscovered, arising at any time prior to and including the date I sign this General Release ("Release"). This general release includes, but is not limited to:
all federal and state statutory and common law claims, claims related to my employment or the termination of my employment or related to breach of contract, tort, wrongful termination, discrimination,
wages or benefits, or claims for any form of equity or compensation, or claims under the BroadVision, Inc. Severance Benefit Plan.

In
releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar
effect in any jurisdiction:
Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor."

If
I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal
Age Discrimination in Employment Act of 1967, as amended ("ADEA"). I also acknowledge that the consideration given for the waiver in the above paragraphs is in addition to anything of value to which I
was already entitled. I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any claims that may arise after my signing of this Release;
(b) I should consult with an attorney prior to executing this Release; (c) I have twenty-one (21) days within which to consider this Release (although I may choose to
voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this release to revoke the Release; and (e) this Release will not be effective
until the eighth day after this Release has been signed by me ("Effective Date").

Agreed:
[NAME]

| |  | Date: |  |  | 
| |  | ----- |  |  | 
| |  |       |  |  | 

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