Vice President, Human Resources Employment Agreement

May 31, 2000 Exhibit 10.19


Peter Hilliard 1090 Laurie Avenue San Jose, Ca 95125


Dear Pete,


I am delighted to offer you the position of Vice President, Human Resources with SiteSmith, Inc. You will report directly to me, Marv Tseu, President and Chief Executive Officer.


The following summarizes the details of our verbal offer:


START DATE: 5/31/00


TITLE: Vice President, Human Resources


ANNUAL BASE SALARY: $150,000.00


SIGN-ON BONUS: $10,000.00
Must be paid back to the company, in full,
if you voluntarily terminate within 90 days.
If you terminate after 91 days and before
your first year of employment repayment will
be pro-rated.


ANNUAL BONUS: Based on MBO's


STOCK OPTION GRANT: 125,000 Shares


(Stock Option Grant is subject to the rules of the SiteSmith, Inc. Employee Stock Plan, Vesting Schedule and Approval of the Board of Directors. This plan will be sent under separate cover.)


VACA ...