QUINTUS CORP
EXHIBIT 10.20
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<TYPE>EX-10.20
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<FILENAME>ex10-20.txt
<DESCRIPTION>EXHIBIT 10.20
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                                                               EXHIBIT 10.20


[QUINTUS LOGO]


April 27, 2000

Paul Bartlett
45 Bear Gultch Drive
Portola Valley, CA 94028

Dear Paul:

Quintus Corporation is pleased to extend this offer of employment to serve as
Chief Operating Officer. As we've discussed, you will report directly to me.
The areas you will be responsible for include: Worldwide sales, Partners
Channel Sales, Engineering, and Customer Support Services.

This offer and your employment with Quintus, should you decide to accept our
offer, will commence on April 27, 2000. The other terms and conditions of your
employment are as follows.

     1) Compensation. You will be paid a salary of $14,666.67 per month
(annualized to $176,000.00), payable in accordance with our standard payroll
practices for salaried employees. This salary will be subject to adjustment at
the discretion of the Company's Board of Directors in each subsequent calendar
year as part of the Board's annual review of employee compensation. If you are
terminated within one year of your hire date for reasons other than Cause, you
will receive a severance package of 6 months of base salary.

     2) Stock Options. You will be granted an option to purchase 550,000 shares
of the Company's Common Stock pursuant to approval by and at the discretion of
the Company's Board of Directors. These options will vest in equal monthly
installments over the forty-eight months from the date of your employment.

     3) Option Acceleration. (i) in the event of an Involuntary Termination
(defined below) of Alan Anderson as CEO and Chairman of the company then
Optionee's vested interest shall be increased to one hundred percent (100%) of
the Option Shares (unless Optionee becomes Chairman or CEO, in which case there
would be no accelerated vesting); and (ii) if there is a change of control in
Quintus (as defined in the 1999 Stock Incentive Plan) before Optionee's Service
terminates, then Optionee's vested interest shall be increased to one hundred
percent (100%) of the Option Shares. In the event of the termination of
Optionee's employment for Cause, there will be no accelerated vesting under any
circumstances. In no event shall any additional Option Shares vest after
Optionee's cessation of Service.

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     DEFINITIONS: "Involuntary Termination" shall mean the termination of
     service by reason of:

     (a)  The involuntary discharge by the Corporation (or the Parent or
          Subsidiary employing him) for reasons other than Cause; or

     (b)  The voluntary resignation following (i) a change in his position with
          the Corporation (or the Parent or Subsidiary employing him) that
          materially reduces his level of authority or responsibility, (ii) a
          reduction in his compensation (including base salary and participation
          in bonus or incentive programs based on corporate performance) by more
          than ten percent (10%) or (iii) a relocation of the Corporation's
          principal executive offices by more than thirty-five (35) miles.

     "Cause" shall mean (i) the unauthorized use or disclosure of the
     confidential information or trade secrets of the Corporation, which use or
     disclosure causes material harm to the Corporation, (ii) conviction of, or
     a plea of "guilty" or "no contest" to, a felony under the laws of the
     United States or any state thereof, (iii) gross negligence or gross
     misconduct or (iv) continued failure to perform assigned duties after
     receiving written notification from the Corporation's Board. The
     foregoing, however, shall not be deemed an exclusive list of all acts or
     omissions that the Corporation (or a Parent or Subsidiary) may consider as
     grounds for the discharge.

     4) Bonus. You will be eligible to receive an annual bonus of $88,000. The
bonus will be based on meeting specific objectives in which you and I agree
upon. The Board of Directors and/or myself reserves the right to change the
bonus plan.

     5) Fringe Benefits. You are entitled to take part in those executive
benefits that Quintus maintains generally for its employees and for which you
individually qualify. The benefits are effective with your date of hire.

     6) Proprietary Information and Inventions Agreement. You will be required,
as a condition to your employment with Quintus, to sign the company's standard
Proprietary Information and Inventions Agreement, a copy of it is attached.

     7) Period of Employment. Your employment with Quintus will be "at will",
meaning that either you or Quintus will be entitled to terminate your
employment at any time for any reason, with or without cause. Any contract
representations which may have been made or which may be made to you are
superseded by this offer.

     8) Outside Activities. During the period that you render services to the
company, you will not engage in any employment, business, or activity that is
in any way competitive with the business or proposed business of the Company,
and you will not assist any other person or organization in competing with the
Company or in preparing to engage in competition with the business or proposed
business of the Company. The



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Company does recognize that you may participate as a Board member for other
companies.

     9) Entire Agreement and Modifications. This letter and all of the exhibits
attached contain all of the terms of your employment with Quintus and supersede
any other understanding, oral or written, between you and Quintus. Any
additions or modifications of these terms would have to be in writing and
signed by you and the company's President.

You may indicate your agreement with these terms by signing and dating the
enclosed duplicate original of this letter and returning it to me by close of
business April 27, 2000. I look forward to working with you in making Quintus a
successful and fun company.

I truly believe we are developing one of the best management teams in our
industry and I think your expertise will be invaluable as the company develops
into a market leader.


Sincerely,


Alan K. Anderson,
President and CEO

Agreed to and accepted by:

Name: /s/ PAUL A. BARTLETT
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Date:         5/3/00
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