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                      [LETTERHEAD OF EXTRICITY SOFTWARE]

                                                                    EXHIBIT 10.5

February 18, 1999


Mr. Steve Albertolle
776 Garland Dr.
Palo Alto, CA 94303


          Re: Employment With Extricity Software, Inc.
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Dear Steve:

          Extricity Software, Inc. (the "Company") is pleased to offer you a
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position as Vice President Finance and CFO in the Company, on the terms set
forth in this letter agreement, effective as of your actual start date, which is
anticipated to be around March 15, 1999, upon your acceptance by execution of a
counterpart copy of this letter where indicated below.

       1. Reporting; Duties and Responsibilities; Employment At Will; Employee
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Invention Assignment and Confidentiality Agreement.  Today, in this position,
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you will report to the President/CEO of the Company. Your specific duties and
responsibilities will be determined by him or her. This offer is for a full time
position. Your employment with the Company is on an "at will" basis, and either
you or the Company may terminate your employment with the Company at any time,
for any reason.

       2. Salary; Bonus; Benefits and Vacation. Your initial base salary will
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be $135,000 per year, subject to adjustment in good faith by the Company,
payable in accordance with the Company's customary payroll practice as in effect
from time to time. You also will be eligible to earn an annual bonus/incentive
payment. The targeted value of your initial annual Bonus for our fiscal year
beginning April l, 1999 will be $35,000.00. In subsequent fiscal years, the
targeted annual bonus will be determined annually, subject to adjustment in good
faith by the Company. The actual amount of the bonus will be determined by the
Company's President/CEO and the board of directors, based upon a written
compensation plan to be jointly developed and agreed to by each of us. The bonus
will be determined and paid based upon the terms of the compensation plan with
the final payment being no later than 30 days after the end of the fiscal year.
You also will receive the Company's standard employee benefits package, and will
be subject to the Company's vacation policy, as such package and policy are in
effect from time to time.

       3. Stock Option. Effective at the Company's Board of Directors meeting
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next after the date of this letter, the President/CEO of the Company will
recommend that the Board grant you an incentive stock option, effective upon the
date of such Board of Directors meeting, to
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purchase up to 150,000 shares of the Company Common Stock. The grant of such
option shall be subject to Board approval. The vesting of such option will begin
on the date of your commencement of employment with the Company and the exercise
price for this option will be the then-current fair market value of the Company
Common Stock at the date of grant. The option will vest according to the
Company's standard four-year vesting schedule, which calls for an initial
vesting of 25% of the total (i.e., 37,500 shares) after the first year of
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continuous service to the Company, and thereafter an additional 2.09% of the
shares per month, at the close of each month during which you remain employed
with the Company, over the remainder of the vesting term. Unvested shares will
be repurchasable at the original purchase price per share on termination of
employment.

       3a. Merger or Acquisition. If the Company is acquired in a merger or
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acquisition where the Company's shareholders own less than a majority of the
outstanding stock of the surviving corporation after the closing of the
transaction, then half of (50%) any unvested shares or options held by you at
closing will vest as of the consummation of that transaction.

       4.  Confidential Information.   As an employee of the Company, you will
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have access to certain Company confidential information and you may, during the
course of your employment, develop certain information or inventions which will
be the property of the Company.  To protect the interest of the Company, you
will need to sign the Company's standard "Employee Inventions and
Confidentiality Agreement" as a condition of your employment. We wish to impress
upon you that we do not wish you to bring with you any confidential or
proprietary material of any former employer or to violate any other obligation
to your former employers.

       5.  At-Will Employment.  While we look forward to a long and profitable
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relationship, should you decide to accept our offer, you will be an at-will
employee of the Company, which means the employment relationship can be
terminated by either of us for any reason at any time. Any statements or
representations to the contrary (and, indeed, any statements contradicting any
provision in this letter) should be regarded by you as ineffective. Further,
your participation in any stock option or benefit program is not to be regarded
as assuring you of continuing employment for any particular period of time.

       6.  Authorization to Work.  Because of Federal regulations adopted in the
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Immigration Reform and Control Act of 1986, you will need to present
documentation demonstrating that you have authorization to work in the United
States.  If you have any questions about this requirement, which applies to U.S.
citizens and non-U.S. citizens alike, please contact our human resources
department.

       7.  Term of Offer. This offer will remain open until February 28, 1999.
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If you decide to accept our offer, and I hope that you will, please sign the
enclosed copy of this letter in the space indicated and return it to me.
Please FAX it to my home FAX at 854-8579. Upon your signature below, this will
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become our binding agreement with respect to the subject matter of this letter,
superseding in their entirety all other or prior agreements by you with the
Company as to the specific subjects of this letter, will be binding upon and
inure to the benefit of our respective
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successors and assigns, and your heirs, administrators and executors, will be
governed by California law, and may only be amended in a writing signed by you
and the Company.

            We are excited to have you join us and look forward to working with
you.

                               Sincerely,

                               /s/ Kenneth Ross

                               Kenneth Ross
                               President & CEO


Acknowledged, Accepted and Agreed

/s/ Steve Albertolle
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Steve Albertolle      Date