ELOQUENT INC
EXHIBIT 10.21
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<TYPE>EX-10.21
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<FILENAME>f71018ex10-21.txt
<DESCRIPTION>EXHIBIT 10.21
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                                                                   EXHIBIT 10.21

                                 ELOQUENT, INC.
                           2000 ALAMEDA DE LAS PULGAS
                                    SUITE 100
                               SAN MATEO, CA 94403


December 1, 2000

R. John Curson
530 Mansion Court, #306
Santa Clara, California  95054

RE:  TERMS OF EMPLOYMENT

Dear John:

In consideration of your continued employment with Eloquent, Inc., we are
pleased to provide two changes to your employment relationship with the Company,
as follows:

First, except as otherwise agreed by you and the Company in the future, all of
your incentive stock options will be amended to provide that in the event of a
"Corporate Transaction" (as defined below), 50% of your unvested shares will
immediately vest upon the closing of such transaction. A "Corporate Transaction"
is (a) a sale, lease or disposition of all or substantially all of the assets of
Eloquent or (b) any consolidation or merger of Eloquent with or into any other
entity, or any other corporate reorganization, in which the Eloquent
stockholders immediately prior to such transaction own less than 50% of the
surviving entity's voting power immediately after such transaction. The
remaining terms and conditions of your option grant will remain unchanged.

Second, Eloquent will provide you with severance benefits as provided below.
Either you or Eloquent may terminate your employment relationship at any time
for any reason whatsoever, with or without cause or advance notice. This at-will
employment relationship cannot be changed except in a writing signed by a duly
authorized officer or duly authorized member of the Board of Directors of
Eloquent. However, if Eloquent terminates your employment without cause (as
defined below), Eloquent will continue to pay your then-effective base salary,
subject to standard withholdings and deductions, for a period of six months
following such termination of employment. In addition, in such event, your stock
options outlined above will continue to vest for the period in which your base
salary is paid. Such severance benefits (base salary and vesting) will cease
immediately upon your obtaining employment during such six-month period. "Cause"
means (a) conviction or indictment for any felony or any crime involving moral
turpitude or dishonesty; (b) participation in a fraud or act of dishonesty
against Eloquent; (c) material breach of Eloquent's policies; (d) intentional
damage to Eloquent's property; (e) material breach of the terms of this letter
agreement, including any breach of Eloquent's employee proprietary information
and inventions agreement; or (e) conduct by you that, in the good faith and
reasonable determination of Eloquent's Board of Directors, demonstrates
unacceptable job performance or gross unfitness to serve.


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This letter agreement is the complete, final and exclusive embodiment of the
entire agreement between you and Eloquent with respect to the subject matters of
this letter, and supersedes all prior understandings with respect to such
subject matters. It may not be amended or modified except by a written
instrument signed by you and a duly authorized officer or duly authorized member
of the Board of Directors of Eloquent. This letter agreement will be construed
and interpreted in accordance with the laws of the State of California and will
be deemed drafted by both parties.

To accept our offer, please sign below and return this letter agreement to me.

Very truly yours,

Eloquent, Inc.


By: /s/ Clifford Reid
   ------------------------
    Clifford Reid
    Chief Executive Officer

Accepted and agreed:


/s/ R. John Curson
---------------------------
R. John Curson



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