Exhibit 10.2
								      

March 12, 1997

Woody Benson
14 Forest Avenue
Newton, MA  02165

Dear Woody:

This letter summarizes revised salary and severance terms that we have agreed
to:

New base salary, effective from January 1, 1997, is $250,000 annually.

Upon notice of termination, whether involuntary or voluntary, the following
severance package will take effect:

* Employment will be continued for 6 months from date of notice that you will
effectively cease active employment.  This will enable you to continue to vest
in your options and extends the time period during which you are able to
exercise such options.  You will effectively have 2 additional months following
termination to exercise such options for an overall total exercise period of 8
months from date that you cease active employment.

* You will continue to receive your base salary for a period of 6 months
following the date that you effectively cease active employment.  No incentive
compensation or commission compensation will be paid during this 6 month
period.

* You will continue to receive medical and dental benefits for the 6 month
period following notice of termination.

* You will continue to participate in Shiva's 401(k) Plan for the 6 month
period following notice of termination.

* You will continue to be eligible for life and disability insurance programs
offered by Shiva for the 6 month period following notice of termination.

The above benefits are contingent upon my receipt of an executed release at the
time of notice of termination.


Very truly yours,



Frank Ingari
President & CEO
Shiva Corporation