Exhibit 10.8

Shiva Corporation
Northwest Park
63 Third Avenue
Burlington, MA  01803

617 270-8300
Fax: 617 270-8599

January 2, 1996

Mr. Guy Daniello
8 Atkinson Gate
Nepean, Ontario
Canada K2G 5H3

Dear Guy,

We are pleased to extend you an offer to join Shiva Corporation as Senior Vice
President, Research and Development, reporting to me.  This letter defines the
terms and conditions of the relationship, as follows:

Base Salary:     $225,000

Bonus:           50% of base salary, based upon Shiva Corporation's attainment
		 of corporate objectives (as defined in each annual Shiva
		 Corporate Bonus Plan) and personal objectives.

Stock Options:   

Grants:          A total of 130,000 shares to be granted in four equal 
		 installments of 32,500 shares at each of the next four Board
		 of Directors meetings.  The price of each option grant will
		 be determined at the applicable Board meeting.  At any time
		 prior to the next Board of Directors meeting, you may elect
		 to accelerate the grant of any portion of the total shares 
		 remaining.

Vesting:         Vesting of each option grant will occur according to the 
		 following schedule:
		 25% of each grant will vest immediately upon date of grant.*
		 75% of each grant will vest annually, 25% per year, over the 
		     next four years.
		 *Consistent with the requirement of Section 16(c) of the
		  Exchange Act, you will be eligible to exercise and sell such
		  vested stock six (6) months from the date of grant.

Vesting Upon
Change of 
Control:         All outstanding options granted will be immediately vested
		 in the event of any material diminution in your position,
		 duties, responsibilities, title or office or any reduction
		 in your standard compensation as a result of any change in
		 control of Shiva Corporation.

Relocation:      Relocation terms will be mutually agreed upon within the next 
		 week.  The relocation package is anticipated to include 
		 selling and purchase expenditures relating to your primary
		 residence, moving expenses, househunting trips and tax gross
		 up if necessary.

We look forward to you joining us at Shiva in this very important position.  
Please indicate your acceptance by signing and returning, via facsimile at 617
270-8998, a copy of this letter to me.


Sincerely,


/s/ Frank Ingari
Frank A. Ingari,
Chairman and Chief Executive Officer




Accepted:  /s/ Guy A. Daniello          Date:  January 4, 1996