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                                                                 EXHIBIT 10.31


                             [NOOSH Letterhead]

October 14, 1998

Matthew L. Spolin
300 Beale Street, No. 501
San Francisco, CA  94105

Dear Matthew,

NOOSH, Inc. (the "Company") is pleased to offer you the position of R&D Chief
Architect, reporting initially to NOOSH's CEO.  Your starting monthly salary
will be $9,583, less payroll deductions and all required withholding.

You will also receive a bonus of $7,500 upon your start date as an employee of
NOOSH, together with a loan from the Company of $8,000.  The loan will bear
interest at the rate of 8.0% per year, with all principal and accrued interest
due upon the date your employment by the Company ends, for any reason.  However,
if you are still employed by the Company on the first anniversary of your start
date, your obligation to repay all principal and accrued interest due under the
loan will be forgiven.  Please note that the amount forgiven will constitute
income to you, and will, therefore, be subject to withholding.

It will further be recommended to the Board of Directors that you be granted a
stock option to purchase 108,360 shares of Common Stock under NOOSH's Employee
Stock Option Plan. Your option will be subject to a four year vesting schedule,
with vesting to commence as of your start date as an employee under this
agreement.  Under the vesting schedule, your option shares would vest at the
rate of 25% upon completion of the first year of employment, with an additional
2.0833% of such shares vesting for each full month of continuous employment
completed after the first anniversary.  The exercise price of your stock option
will not be fixed until the date of grant by the Board of Directors.  We expect
that the grant will occur during the two weeks following your start date.  The
exercise price for your option would be set equal to the fair market value of
NOOSH's stock on the grant date.

NOOSH also offers a benefits package, including medical insurance coverage, two
weeks vacations annually, and sick leave and paid holidays as specified by
Company policy for all employees.  Until the Company implements its own medical
insurance plan, NOOSH will reimburse you for up to $____ per month in payments
required under COBRA to maintain your existing personal medical insurance
coverage.

Your employment with NOOSH is for no specified term and is "at will," and may be
terminated by you or NOOSH at any time, with or without cause or advance notice.

This letter, the Company's standard agreement relating to proprietary rights
between you and NOOSH (the "Inventions Agreement") and the form of option
agreement between you and
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NOOSH relating to your option grant described above set forth the terms of
your employment with the Company and supersede any prior representations or
agreements, whether written or oral. As required by law, this offer is subject
to satisfactory proof of your right to work in the United States. This letter
may not be modified or amended, except by a written agreement, signed by the
Company and you.

Matt, we believe this position will provide you with an excellent opportunity
for professional growth, as well as offering you the excitement and rewards of a
dynamic and growing company.  NOOSH feels the single most important factor in
our success will be our people.  We are confident that the skills and background
you bring to us will be instrumental to NOOSH's success.

Please keep a copy and return the signed original of this offer letter to me by
October 16, 1998.  As we've discussed, we look forward to you joining our team
and starting on or before October 23, 1998.

Sincerely,

NOOSH, INC.


By:  /s/ Ofer Ben-Shachar
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     Ofer Ben-Shachar
     President and CEO



I agree to and accept this offer of employment with NOOSH, Inc..



/s/ Matthew L. Spolin    10/14/98
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Matthew L. Spolin        Start Date