PIVOTAL CORP
EMPLOYMENT AGREEMENT WITH JOE DWORAK
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>5
<FILENAME>ex10_33.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WITH JOE DWORAK
<TEXT>
                                                                   EXHIBIT 10.33





[COMPANY LOGO]




October 19, 2001

Mr. Joe Dworak
214-488-2306 (home)
972-467-5314 (cell)
jdworak@hotmail.com

Dear Joe:

I am very pleased to offer you employment  with our team at Pivotal  Corporation
("Pivotal").  The  following  are  the  terms  of  your  employment,  as we have
discussed.

     1.   You position at Pivotal will be SVP North American Services.  You will
          report directly to the Chief Executive Officer.  Your responsibilities
          shall include  developing and executing all aspects of Pivotal's North
          American  service  strategies,  including  but not limited to business
          consulting  services,   technical  consulting  services,   integration
          consulting services, field technical support, phone technical support,
          and training.  Your objective is to make services a major component of
          our growth  strategy  and to assure  that all our  customers  achieved
          their  CRM and  ebusiness  objective.  In  addition,  you will  play a
          primary role in the overall  leadership  of Pivotal  Corporation  as a
          member of the senior leadership team.

     2.   Your annual salary will be $275,000.00 (US), payable  semi-monthly and
          less applicable statutory deductions.  Your salary will be reviewed in
          accordance  with the policies  established by the Pivotal  Corporation
          Committee and any salary increase  granted will be effective upon your
          anniversary date of employment.

          In addition, you will receive $25,000 (US) of transition assistance on
          or before March 31, 2002. This  transition  assistance will be due and
          payable to Pivotal on a pro-rated  basis if leave Pivotal  within your
          first 24 months.

     3.   Your employment will commence on or about October 23, 2001 and will be
          for  an  indefinite  term  subject  to  the  provisions  listed  below
          concerning termination of employment.


<TABLE>
------------------------------------------------------------------------------------------------------------------
<S>                                <C>                    <C>                       <C>
Pivotal Corporation                ATLANTA                NEW ENGLAND               VANCOUVER
                                   BELFAST                NEW YORK                  224 West Esplanade, Suite 300
www.pivotal.com                    CHICAGO                SAN FRANCISCO             North Vancouver, BC
                                   DALLAS                 SEATTLE                   Canada V7M
                                   DUBLIN                 WASHINGTON, D.C.          Phone: 604/988-0092
                                   FRANCE                 TORONTO                   Fax: 604/988-0035
                                   LOS ANGELES            UNITED KINGDOM

</TABLE>
<PAGE>


     4.   You will be entitled to earn  incentive  compensation  of  $125,000.00
          (US) annually based on the achievement of previously agreed objectives
          as determined by the Chief Executive Officer. For the first six months
          of  your  employment,  50%  of  the  incentive  compensation  will  be
          guaranteed and will be paid in equal quarterly instalments.

     5.   You will be  entitled  to four  weeks  paid  vacation  per annum  plus
          statutory  holidays  with your vacation to be taken at a time or times
          mutually agreeable to you and Pivotal.

     6.   As a condition of  employment,  you are required to participate in the
          Pivotal employee benefits plan. Details of this plan are available for
          you to review. In summary, under this plan you are required to pay the
          premiums  for Long Term  Disability,  whereas  Pivotal  pays the total
          premium for MSP,  Extended  Health,  Dental and Life  Insurance.  Your
          entitled to  participate  in the plan shall be subject to the approval
          by the carrier of such plans and  subject to you taking the  necessary
          steps  to  ensure  that  you,  and  where   applicable  your  eligible
          dependents, are properly registered. For the insured benefits, Pivotal
          is only required to pay its portion of the premiums and has no further
          obligation.

     7.   As a  condition  of  your  employment,  you  are  required  to sign an
          Agreement  of   Confidentiality/Non-Competition/Non-Solicitation   and
          acknowledge  that the intellectual  property,  which results from your
          employment,  is owned by Pivotal. In addition,  should your employment
          with Pivotal  terminate for any reason,  the  Agreement  prohibits you
          from interfering with the employees,  customers or business of Pivotal
          for a period of time  following  the cessation of your  employment.  A
          copy of this Agreement is attached for your review and signature.

     8.   Subject to  approval  by  Pivotal's  Board of  Directors,  you will be
          granted an option to purchase  125,000 voting common shares of Pivotal
          at a price  equivalent  to the closing price on the NASDAQ on the date
          set by the Board of Directors.  The options will vest over a period of
          four years in equal quarterly  installments  beginning with your fifth
          quarter of employment.

     9.   This vesting period shall be adjusted on the following basis:

          a)   In the event of  termination  of employment  without cause within
               the first twelve  months of  employment,  25% of the options vest
               immediately  upon  notification  of termination and the remainder
               shall be cancelled;



                                       2
<PAGE>

          b)   In the  event  that  substantially  all the  shares  or assets of
               Pivotal are  acquired by a third party as a result of a corporate
               acquisition and, as a result of such acquisition, or within a six
               month  period  following  the  acquisition,  your  employment  is
               terminated  without cause,  50% of the options  outstanding as of
               the  date  of the  acquisition  shall  vest  immediately  and the
               remainder shall be cancelled.  It is agreed that this termination
               provision  shall  not  apply if there  is not  reduction  in your
               aggregate  compensation  and you are  offered a similar  position
               within a similar organizational unit located within North America
               equal to or  larger  than  Pivotal's  business  as of the date of
               acquisition.

          c)   In the event of termination of employment  with just cause or for
               death or incapacity, all options not vested shall be cancelled.

          d)   Additional    granting   of   options   is   discretionary    and
               performance-based.  Your  eligibility  or  additional  options is
               reviewed annually based on sustained high performance.

     10.  Your employment with Pivotal may be terminated in one of the following
          ways:

          a)   You may terminate your employment with Pivotal by giving not less
               than 90 days'  written  notice  of  termination  to  Pivotal.  In
               Pivotal's  sole  discretion,  if its receives  written  notice of
               termination   from  you,  it  may   immediately   terminate  your
               employment  without any notice or  compensation in lieu of notice
               and it will have no further  obligations  to you with  respect to
               the   termination   of  your   employment,   including,   without
               limitation, any further compensation, severance pay or damages.

          b)   Pivotal  may  terminate  your  employment  by  giving  notice  or
               compensation  in lieu of notice in the amount  equivalent to four
               month's  base salary  payable  semi-monthly  and less  applicable
               statutory  deductions over six months (the  "Severance  Period").
               Pivotal  shall  continue to provide all medical,  healthcare  and
               other  benefits that are permitted  during the Severance  Period.
               Any monies earned by you through other employment during the



                                       3
<PAGE>

               period shall reduce  payments made during the  Severance  Period.
               The amount  payable to you shall be the maximum  compensation  to
               which you are entitled in lieu of  reasonable  notice and Pivotal
               shall  have no  further  obligations  to you with  respect to the
               termination of your employment,  including,  without  limitation,
               further severance pay or damages. Upon termination without cause,
               you  will  have no  rights  to any  other  unvested  benefits  or
               compensation.  Your  receipt of  payments  will be subject to you
               signing a Release of Claims in a form acceptable to Pivotal.

          c)   Your employment may be  automatically  terminated upon your death
               or  permanent  incapacity,  which shall be deemed to occur if you
               suffer any illness,  or injury that prevents you from  performing
               your usual employment  duties for a period of six (6) consecutive
               months.  In the event of death or permanent  incapacity,  Pivotal
               shall be under no  obligation  to provide  you or your  estate or
               personal  representative with notice of termination or payment in
               lieu of notice or any other form of severance pay or damages.

          d)   Notwithstanding  any other provision,  Pivotal may terminate your
               employment with it at any time for just cause,  without notice or
               pay  in  lieu  of  notice  or any  other  form  of  compensation,
               severance pay or damages.

     11.  Upon the  termination  of your  employment  with  Pivotal,  you  shall
          immediately  resign any  directorship or office held in Pivotal or any
          parent,  subsidiary or affiliated company of Pivotal and you shall not
          be entitled to receive any written notice of termination or payment in
          lieu  of  notice  or  to  receive  any  severance   pay,   damages  or
          compensation  for  loss of  office  or  otherwise  by  reason  of this
          resignation or resignations. You shall also immediately relinquish all
          shares of stock and all equity interests which may be held by you as a
          nominee  for or on behalf of  Pivotal  or any  parent,  subsidiary  or
          affiliated company of Pivotal.

     12.  Upon  termination  of your  employment  with Pivotal,  you shall repay
          Pivotal any amounts owed to Pivotal as a result of advances or loans.



                                       4
<PAGE>

     13.  You will be  eligible  to be covered  under the  director  and officer
          insurance program maintained by Pivotal.  In addition,  Pivotal agrees
          to indemnify you and your heirs,  executors,  administrators and legal
          representatives,  against all costs, charges and expenses,  reasonably
          incurred by you in respect of any civil,  criminal  or  administrative
          action or  proceeding to which you are made a party by reason of being
          or having been a director or officer of Pivotal. If you acted honestly
          and in good faith with a view to the best interests of Pivotal and, in
          the case of a criminal or administrative  action or proceeding that is
          enforced  by a  monetary  penalty,  you  had  reasonable  grounds  for
          believing  that  your  conduct  was  lawful.  To the  extent  that the
          approval of the court is required  for such  indemnification,  Pivotal
          shall make such application and use reasonable  efforts to obtain such
          approval.

     14.  You  acknowledge  that it has been  recommended to you by Pivotal that
          you obtain independent legal advice before executing this offer and by
          executing  this offer you  represent  that you did obtain  independent
          legal advice.


Please    signed    the    attached    copy    of    this    letter    and   the
Confidentiality/Non-Competition/Non-Solicitation   Agreement  to  indicate  your
agreement, and return the signed copies to us.

We look  forward  to you  joining  us in our  quest to build a major  technology
solutions   company.   We  look  forward  to  a  long  and  mutually   rewarding
relationship.



Yours very truly,


/s/ Kent (Bo) Manning
Kent (Bo) Manning
President and Chief Executive Officer


I agree with and accept the above terms and conditions of employment.


<PAGE>




                                            /s/ Joseph H. Dworak    10/19/01
--------------------------                  -----------------------------------
BO MANNING                                  JOSEPH H. DWORAK
                                            10/21/01













                                       6

</TEXT>
</DOCUMENT>
