ASCENTIAL SOFTWARE CORP
FORM OF OFFER OF EMPLOYMENT LETTER
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>16
<FILENAME>b42470asex10-38.txt
<DESCRIPTION>FORM OF OFFER OF EMPLOYMENT LETTER
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                                                                   Exhibit 10.38


[Date]

[Name and Address]

Dear [Name]:

We are very pleased that you are considering joining us at Ascential Software.
The purpose of this letter is to set forth our offer of employment. We propose
that you begin employment with Ascential Software in the capacity of [Title] in
our Westboro office, reporting to [Name], [Title] of Ascential Software, with a
starting date no later than [Date].

Your salary, computed on an annual basis beginning on the date you become an
employee of the Company is [Amount], which will be paid, in equal semi-monthly
installments of [Amount]. You will be covered under our company health, dental,
life and long-term disability insurance benefit plans, effective on the first
day of your employment. Insurance programs are subject to change by the Company
without notice. Ascential Software also offers a 401(k) retirement savings
program with immediate enrollment eligibility. You will also participate in the
Executive Incentive Compensation Plan ("EICP") at a rate of [Percentage].

In addition to your base salary above, you will be recommended for a
nonqualified stock option under the Ascential Software Corporation Employee
Stock Option Plan to acquire [Amount] shares of the common stock of Ascential
Software Corporation. Options are granted to Ascential employees on the 15th
Ascential U.S. business day of each month (the "Grant Date"). If this option is
granted to you, it will be granted on the Grant Date occurring in the month
following the month in which your employment commences. You, of course, will be
under no obligation to exercise any stock options, which may be granted to you.
Should a Change In Control ("CIC") occur that also results in your termination
or constructive discharge, the vesting and exercise period for these [Amount]
stock options will be continued for one year beyond your termination date.
Severance pay in the amount of one years' base and on target earnings (EICP @
[Percentage]) shall be paid should a CIC, with resulting termination or
constructive discharge, occur.

This offer of employment is contingent upon the following:

         -        Your signing of the Company's Employee
                  Confidential/Ownership/Nonsolicitation Agreement, in the form
                  attached.

         -        Your acceptance of this offer by signing this letter below.

         -        Your signing of the enclosed W-4 form.

         -        Within your first day of employment, you must provide for
                  examination proof of your legal right to work in the United
                  States and complete the Immigration Form I-9 as required by
                  the U.S. Immigration and Naturalization Service. These include
                  either (1) a U.S. passport, a U.S. certificate of citizenship,
                  a U.S. certificate of naturalization, an unexpired foreign
                  passport with attached employment authorization or an alien
                  registration card with photograph; OR (2) a state driver's
                  license, a state I.D. card, a U.S. military card AND a Social
                  Security card or a U.S. birth certificate. If you do not have
                  proof of identification on the first day of employment, you
                  will be sent home to obtain the documents. You will not be
                  placed on the payroll until this form is completed by a
                  Company representative. If for any reason you are unable to
                  provide proof of your identity as well as your legal right to
                  work in the United States within the first three days, the
                  Company may terminate your employment. From time to time after
                  your first day of employment, you may be asked to provide
                  proof of your identity as well as your legal right to work in
                  the United
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                  States. Employment may be contingent upon approval of an
                  Export License granted by the U.S. Department of Commerce, if
                  required.

This offer of employment is for employment "at will", which means that it is not
for any specific period of time and your employment may be terminated with or
without cause by yourself or the Company at any time and for any reason.

As an employee of Ascential Software, you also agree to comply with company
policies, procedures and standards of conduct that may be established by the
Company.

This offer of employment contains all of the terms and conditions of your
employment with the Company and supersedes any and all prior, oral or written
representations or agreements made by anyone employed by, or associated with,
the Company.

The terms of this offer, if accepted, will become your terms of employment and
can only be added to or modified by a written document signed by the Vice
President of Human Resources, Human Resources Director or the President of the
Company.

Please be advised that this offer of employment is valid only to 7 business
days. Please acknowledge your acceptance by signing and dating this letter and
returning it to before 7 business days. In addition, please complete and return
all of the enclosed new hire forms to the Human Resources Staffing Department
prior to beginning your employment or no later than 3 days after your date of
hire. Enclosed for your convenience in returning the offer letter and related
material is a self-addressed envelope. Please bring all of your new hire
paperwork, required identification, Non-Disclosure Agreement with you on your
first day of employment for verification and witnessing by your manager.

Should you have any questions regarding this offer, please call Eileen Bergquist
at (508) 366-3888 x3215.

Sincerely,



Eileen Bergquist - VP Human Resources

Enclosures
AGREED ON THE _________________DAY OF ___________________________________

ANTICIPATED START DATE:__________________________________________________

SIGNED: _________________________________________________________________

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