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                                                                    EXHIBIT 10.6

                     [LETTERHEAD OF CROSS ROUTE SOFTWARE]


April 17, 1998


David J. Cope
100 Hilow Court
Los Gatos, CA 95032



          Re: Employment With CrossRoute Software, Inc.
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Dear David:

       CrossRoute Software, Inc. (the "Company") is pleased to offer you a
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position as Vice President of Marketing in the Company, on the terms set forth
in this letter agreement, effective as of your actual start date, which is
anticipated to be approximately May 4, 1998, 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.  In this position, you will
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report to the President of the Company. Your specific duties and
responsibilities will be determined by him or her. This offer is for a full time
position, located at the offices of the Company, except as travel to other
locations may be necessary to fulfill your responsibilities. 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 $165,000 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. The
targeted value of your initial annual Bonus will be $40,000 and will be pro-
rated based upon your start date and March 31, the fiscal year-end of the
Company. Thereafter, 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 other executives
based upon your individual performance as well as the Company's overall
performance as compared to its business plan. The bonus will be determined and
paid approximately one month after the end of the Company's fiscal year. You
also will

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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 purchase up to 200,000 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.,
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50,000 shares) after the first year of 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. Then, after the closing of the
transaction, fifty percent (50%) of the unvested balance of your stock options
will be vested upon the completion of the merger or acquisition. Further, you
will receive an extra year of vesting in any unvested shares or options if you
are terminated as a result of that transaction or if you terminate your
employment as a result of receiving a significant reduction in salary or
responsibility, or a change in the position to which you report, all within one
year of the closing of such a 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.
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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 April 21, 1998.
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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. Upon
your signature below, this will 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 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/ David J. Cope    4-20-98
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David J. Cope      Date