Exhibit 10.2

August 27, 1997

Michael Duffy
34 Elderberry Lane
Duxbury, MA  02332

Dear Michael:

On behalf of Shiva Corporation, I am pleased to offer you the
position of Senior Vice President, Worldwide Sales, reporting
directly to me.

Your initial base compensation will be $8,653.85 bi-weekly,
which is $225,000 annualized.  Your 1997 bonus will be guaranteed
at $175,000 prorated, pursuant to the Shiva Bonus Plan
guidelines.  Your 1998 bonus will be guaranteed at $87,500 with
eligibility for a total bonus of $175,000 for the year.  Your
recurring compensation will include a base salary and an annual
bonus based on the company meeting its operating plan and other
objectives set between us and with the Board of Directors.
After the completion of 30 days of employment, you will receive a
$50,000 hiring bonus.

Under the terms of the Shiva Corporation 1988 or 1997 Stock
Option Plans, stock option grants are subject to approval and
grant by the Compensation Committee of the Board of Directors.
Shiva Corporation management will recommend to the Compensation
Committee that you be granted an initial stock grant in the
amount of 275,000 shares at the time of the next Compensation
Committee meeting after your start date or via written consent in
lieu of such meeting, according to the then current standard
stock option terms and conditions.  Your initial vesting schedule
is as follows:

   68,750 (25%) will vest immediately upon date of grant
   17,187.5 (6.25%) will vest 15 months after date of grant, and
   17,187.5 (6.25%) will continue to vest quarterly for the
   remaining eleven quarters thereafter.

In the event of a change of control of Shiva within one year of
your start date, 50% of your outstanding options will vest
immediately.  In the event of a change of control of Shiva
after one year of your start date, 100% of your outstanding stock
options will vest immediately.

You are entitled to participate immediately upon your start date
in our benefits programs.  Shiva expects that you will be pleased
with the company's medical and disability programs.

In the event of your involuntary termination other than for
cause, you will be eligible to receive severance pay of $350,000.

This offer is contingent upon your compliance with the
Immigration Reform and Control Act.  In addition, enclosed is
a Non-Disclosure Agreement and I-9 Form for your review that
all Shiva employees are required to sign. 

We look forward to your joining Shiva.  If you have any questions,
please do not hesitate to call me at (617) 270-8890.

Sincerely,


James Zucco
President & COO


Acceptance:                                    Date:
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