10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended March 31, 2000

or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from ______to ______

Commission file number: 0-18391

ASPECT COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)

California	94-2974062
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1310 Ridder Park Drive, San Jose, California 95131-2313
(Address of principal executive offices and zip code)
Registrant's telephone number: (408) 325-2200

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes X No ___

The number of shares outstanding of the Registrant's Common Stock, $.01 par value, was 51,316,077 at April 30, 2000.

ASPECT COMMUNICATIONS CORPORATION

INDEX

Description			Page Number
Cover Page			1
Index			2
Part I: Financial Information
	Item 1:	Financial Statements
		Condensed Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999	3
		Condensed Consolidated Statements of Operations for the Three Month Periods Ended March 31, 2000 and 1999	4
		Condensed Consolidated Statements of Cash Flows for the Three Month Periods Ended March 31, 2000, and 1999	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
	Item 3:	Qualitative and Quantitative Disclosures About Financial Market Risk	12
Part II: Other Information
	Item 6:	Exhibits and Reports on Form 8-K	13
Signature			14

ASPECT COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

			March 31, 2000		December 31, 1999
			(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	74,847	$	84,826
	Short-term investments			158,157		167,840
	Marketable equity securities			67,980		86,139
	Accounts receivable, net			97,371		77,138
	Inventories			15,160		16,636
	Other current assets			24,536		17,475
		Total current assets		438,051		450,054
	Property and equipment, net			82,847		79,397
	Intangible assets, net			158,928		98,711
	Other assets			7,066		8,050
		Total assets	$	686,892	$	636,212
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	20,486	$	14,525
	Accrued compensation and related benefits			25,839		25,866
	Other accrued liabilities			41,103		59,437
	Deferred revenue			48,697		36,964
		Total current liabilities		136,125		136,792
Deferred taxes				15,005		5,114
Convertible subordinated debentures				165,539		163,107
Commitments and contingencies
Shareholders' equity:
	Preferred stock, $.01 par value: 2,000,000 shares authorized, none outstanding			—		—
	Common stock, $.01 par value: 100,000,000 shares authorized, shares outstanding: 51,173,137 and 49,462,303 at March 31, 2000 and December 31, 1999, respectively			209,319		155,277
	Accumulated other comprehensive income			36,097		48,328
	Retained earnings			124,807		127,594
		Total shareholders' equity		370,223		331,199
		Total liabilities and shareholders' equity	$	686,892	$	636,212

See Notes to Condensed Consolidated Financial Statements.

ASPECT COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data - unaudited)

			Three Months Ended March 31,
			2000			1999
Net revenues:
	Product		$	86,361		$	51,196
	Services			61,890			48,889
		Total net revenues		148,251			100,085
Cost of revenues:
	Cost of product revenues			29,724			17,740
	Cost of services revenues			41,215			35,654
		Total cost of revenues		70,939			53,394
Gross margin				77,312			46,691
Operating expenses:
	Research and development			26,221			19,501
	Selling, general and administrative			50,924			45,943
	Purchased in-process technology			5,018			—
		Total operating expenses		82,163			65,444
Loss from operations				(4,851	)		(18,753	)
Interest and other income				6,715			2,242
Interest expense				(2,596	)		(2,461	)
Loss before income taxes				(732	)		(18,972	)
Benefit (provision) for income taxes				(2,057	)		5,692
Net loss			$	(2,789	)	$	(13,280	)
Basic loss per share			$	(0.06	)	$	(0.27	)
Weighted average shares outstanding				50,482			49,156
Diluted loss per share			$	(0.06	)	$	(0.27	)
Weighted average shares outstanding—assuming dilution				50,482			49,156

See Notes to Condensed Consolidated Financial Statements.

ASPECT COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands—unaudited)

					Three Months Ended March 31,
					2000			1999
Cash flows from operating activities:
	Net loss				$	(2,789	)	$	(13,280	)
	Reconciliation of net loss to cash provided by operating activities:
		Depreciation				4,692			5,144
		Amortization of intangible assets				6,352			5,134
		Purchased in-process technology				5,018			—
		Noncash interest expense on debentures				2,432			2,292
		Deferred taxes				(17,869	)		(1,666	)
		Changes in assets and liabilities; net of effects from company acquired in 2000:
			Accounts receivable			(21,236	)		34,187
			Inventories			1,404			(3,603	)
			Other current assets and other assets			27,254			(7,974	)
			Accounts payable			5,962			(3,307	)
			Accrued compensation and related benefits			(807	)		(3,519	)
			Other accrued liabilities			(13,051	)		1,287
			Deferred revenue			11,574			9,088
				Cash provided by operating activities		8,936			23,783
Cash flows from investing activities:
	Short-term investment purchases					(66,278	)		(35,110	)
	Short-term investment sales and maturities					76,961			29,718
	Property and equipment purchases					(7,907	)		(5,084	)
	Purchase of company, net of cash acquired					(44,942	)		—
				Cash used in investing activities		(42,166	)		(10,476	)
Cash flows from financing activities:
	Other common stock transactions—net					24,530			3,530
	Repurchase of common stock					—			(9,751	)
	Payments on notes payable					(1,676	)		(1,401	)
				Cash provided by (used in) financing activities		22,854			(7,622	)
Effect of exchange rate changes on cash and cash equivalents						397			1,548
Increase (decrease) in cash and cash equivalents						(9,979	)		7,233
Cash and cash equivalents:
	Beginning of year					84,826			67,071
	End of year				$	74,847		$	74,304
Noncash investing and financing activities:
	Stock options issued in connection with the acquisition of PakNetX Corporation				$	10,422			—

See Notes to Condensed Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED

Basis of Presentation

The consolidated financial statements include the accounts of Aspect Communications Corporation (Aspect or the Company) and its subsidiaries, all of which are wholly-owned. All significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and notes thereto included in the Company's 1999 "Annual Financial Report to Shareholders" attached as an appendix to the Proxy Statement for the 2000 Annual Meeting of Shareholders.

Business Combinations

On February 18, 2000, the Company acquired privately held PakNetX Corporation (PakNetX), an eBusiness software provider based in Salem, New Hampshire. The transaction will enable Aspect to integrate multimedia-over-IP technology into its flagship customer relationship portal software and strengthen the Company's eCRM market position. The transaction was accounted for as a purchase and resulted in a one-time charge of approximately $5 million related to in-process technology in the quarter ended March 31, 2000. The Company paid approximately $45 million in cash for all of the outstanding common and preferred shares and warrants of PakNetX. The Company is also obligated to make up to $10 million in future payments contingent on the achievement of certain milestones. Such payments will be capitalized as part of the purchase price when the milestones are attained. In addition, Aspect assumed the existing PakNetX stock option plan and converted PakNetX stock options into options to purchase approximately 160,000 shares of Aspect Common Stock with a fair value of approximately $10 million, plus transaction costs of approximately $2 million. The historical operations of PakNetX are not material to the financial position or results of operations of the Company.

The total purchase price and final allocation among the tangible and intangible assets and liabilities acquired (including purchased in-process technology) is summarized as follows (in thousands):

									Amortization period (years)
Total purchase price:				Purchase price allocation:
	Total cash consideration	$	44,948		Tangible assets	$	301
	Value of options assumed		10,422	Intangible assets:
	Transaction costs		1,850		Developed and core technology		41,466		7
					Assembled workforce		567		4
					Testing tools		518		4
					Goodwill		24,018		7
				In-process technology			5,018		Expensed
				Tangible liabilities			(1,790	)
				Deferred tax liabilities			(12,878	)
		$	57,220			$	57,220

As noted above, Aspect recorded a one-time charge of $5 million in the first quarter of 2000 for purchased in-process technology that had not reached technological feasibility and had no alternative future use. The purchased in-process technology related to the development of Version 4.0 of PakNetX's integrated contact center solution that had not reached technological feasibility and for which the successful development was therefore uncertain. Management expects that this product will be completed and will become available for sale in fiscal 2000. Aspect will begin to benefit from the acquired research and development related to this product upon shipment. Failure to reach successful completion of this project could result in impairment of the associated capitalized intangible assets and could require the Company to accelerate the time period over which the intangibles are being amortized, which could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

Significant assumptions used to determine the value of in-process technology included: (i) projected net cash flows that were expected to result from the development effort; (ii) an estimate of percentage complete for the project; and (iii) a discount rate of approximately 25%. As of March 31, 2000, technological feasibility had not been reached and no significant departures from the assumptions included in the valuation analysis have occurred.

Reclassifications

Certain prior-year amounts have been reclassified to conform to the current-year presentation.

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market. Inventories consist of (in thousands):

	March 31, 2000		December 31, 1999
Raw materials	$	9,617	$	9,816
Work in progress		2,955		3,529
Finished goods		2,588		3,291
Total	$	15,160	$	16,636

Comprehensive Income (Loss)

Comprehensive loss is calculated as follows (in thousands):

	March 31, 2000			March 31, 1999
Net loss	$	(2,789	)	$	(13,280	)
Unrealized loss on investments, net		(11,765	)		(347	)
Accumulated translation adjustments, net		(466	)		(811	)
Total comprehensive loss	$	(15,020	)	$	(14,438	)
Accumulated other comprehensive income (loss) is comprised of (in thousands):
Accumulated unrealized gains on available-for-sale securities, net	$	38,799		$	47
Accumulated translation adjustments, net		(2,702	)		(1,625	)
Accumulated other comprehensive income (loss)	$	36,097		$	(1,578	)

Interest and Other Income

Interest and other income of $6.7 million in the first quarter of 2000 included a gain of approximately $3.7 million on the sale of appreciated marketable equity securities.

Contingencies

The Company is from time to time involved in litigation or claims that arise in the normal course of business. The Company does not expect that any current litigation or claims will have a material adverse effect on the Company's business, operating results, or financial condition.

Per Share Information

Basic loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted loss per share further includes the dilutive impact of stock options. Basic and diluted loss per share for the three months ended March 31 are calculated as follows (in thousands, except per share data):

	March 31, 2000			March 31, 1999
Net loss	$	(2,789	)	$	(13,280	)
Weighted average shares outstanding		50,482			49,156
Basic and Diluted loss per share	$	(0.06	)	$	(0.27	)

At March 31, 2000 and 1999, the Company had 10.6 million and 12.0 million common stock options outstanding, respectively, which could potentially dilute basic earnings per share in the future. These options were excluded from the computation of diluted earnings per share because inclusion of these shares would have had an anti-dilutive effect, as the Company had a net loss for these periods. Additionally, as of March 31, 2000 and 1999, there were 4.3 million shares of common stock issuable upon conversion of debentures. The weighted average of these shares were not included in the calculation of diluted earnings per share for the three months ended March 31, 2000 and 1999, because this inclusion would have been anti-dilutive.

New Accounting Pronouncements

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," requires that all derivatives be carried at fair value and provides for hedging accounting when certain conditions are met. This statement, issued in June 1998, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. The Company does not believe adoption of this statement will have a material impact on the Company's financial position or results of operations.

In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101 "Revenue Recognition in Financial Statements," which summarizes certain of the SEC staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. The Company believes that its revenue recognition policy complies with the provisions of SAB No. 101.

Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Part I - Item 1 of this Quarterly Report and the audited consolidated financial statements and notes thereto and Management's Discussion and Analysis in the Company's 1999 Annual Financial Report to Shareholders.

Background and Acquisitions

On February 18, 2000, the Company acquired privately held PakNetX Corporation (PakNetX), an eBusiness software provider based in Salem, New Hampshire. The transaction will enable Aspect to integrate multimedia-over-IP technology into its flagship customer relationship portal software and strengthen the Company's eCRM market position. The transaction was accounted for as a purchase and resulted in a one-time charge of approximately $5 million related to in-process technology in the quarter ended March 31, 2000. The Company paid approximately $45 million in cash for all of the outstanding common and preferred shares and warrants of PakNetX. The Company is also obligated to make up to $10 million in future payments contingent on the achievement of certain milestones. Such payments will be capitalized as part of the purchase price when the milestones are attained. In addition, Aspect assumed the existing PakNetX stock option plan and converted PakNetX stock options into options to purchase approximately 160,000 shares of Aspect Common Stock with a fair value of approximately $10 million, plus transaction costs of approximately $2 million. The historical operations of PakNetX are not material to the financial position or results of operations of the Company.

The total purchase price and final allocation among the tangible and intangible assets and liabilities acquired (including purchased in-process technology) is summarized as follows (in thousands):

									Amortization period (years)
Total purchase price:				Purchase price allocation:
	Total cash consideration	$	44,948		Tangible assets	$	301
	Value of options assumed		10,422	Intangible assets:
	Transaction costs		1,850		Developed and core technology		41,466		7
					Assembled workforce		567		4
					Testing tools		518		4
					Goodwill		24,018		7
				In-process technology			5,018		Expensed
				Tangible liabilities			(1,790	)
				Deferred tax liabilities			(12,878	)
		$	57,220			$	57,220

As noted above, Aspect recorded a one-time charge of $5 million in the first quarter of 2000 for purchased in-process technology that had not reached technological feasibility and had no alternative future use. The purchased in-process technology related to the development of Version 4.0 of PakNetX's integrated contact center solution that had not reached technological feasibility and for which the successful development was therefore uncertain. Management expects that this product will be completed and will become available for sale in fiscal 2000. Aspect will begin to benefit from the acquired research and development related to this product upon shipment. Failure to reach successful completion of this project could result in impairment of the associated capitalized intangible assets and could require the Company to accelerate the time period over which the intangibles are being amortized, which could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

Significant assumptions used to determine the value of in-process technology included: (i) projected net cash flows that were expected to result from the development effort; (ii) an estimate of percentage complete for the project; and (iii) a discount rate of approximately 25%. As of March 31, 2000, technological feasibility had not been reached and no significant departures from the assumptions included in the valuation analysis have occurred.

In September 1999, the Company changed its name from Aspect Telecommunications Corporation to Aspect Communications Corporation to reflect the transformation of its business from a telecommunications equipment supplier to a provider of customer relationship portals.

Except for historical information contained herein, the matters discussed in this report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended; Section 21E of the Securities and Exchange Act of 1934, as amended; and the Private Securities Litigation Reform Act of 1995; and are made under the safe-harbor provisions thereof. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. See "Business Environment and Risk Factors" discussed in the Company's 1999 Annual Financial Report to Shareholders for the fiscal year ended December 31, 1999. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Aspect undertakes no obligation to publicly release any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof.

Results of Operations

During 1999, we initiated a transformation of our business from a telecommunications equipment supplier to a provider of customer relationship portals. The primary motive for the transformation was that forecasts for the traditional market for voice applications and equipment indicated that we could no longer sustain our historical growth rates in that market alone. We needed to define and execute a market strategy that would fuel our next stage of growth. This transformation included repackaging and repricing our products and services, development and launch of new software-based products and services, transforming our internal processes and systems so that we could operate within a software-centric business model, establishing key systems integration and technology partnerships, changes in our senior management team, and retention of key employees.

Net revenues for the first quarter of 2000 increased 48% to $148.3 million from $100.1 million for the first quarter of 1999. International net revenues, as a percentage of total net revenues over the periods presented, were 33% in the first quarter of 2000, compared with 32% in the first quarter of 1999.

Product revenues for the first quarter of 2000 increased 69% to $86.4 million from $51.2 million for the first quarter of 1999. The increase relates primarily to the business model transformation previously described. Changes in average selling prices for our products across the periods presented are not meaningful due to the change in our business model.

Services revenues for the first quarter of 2000 increased 27% to $61.9 million from $48.9 million in the first quarter of 1999. Growth in services revenues resulted primarily from increases in maintenance revenues as a result of the growth in our installed base. Services revenues include fees for providing contractually agreed-upon system service and maintenance (which typically commence twelve months from delivery and, accordingly, are primarily affected by growth in the installed base); installation of products; systems integration revenues; and other support services.

Gross margin on product revenues was 66% in the first quarter of 2000, and 65% in the first quarter of 1999. The increase in product margins primarily reflects the decreased proportional impact of fixed costs during the first quarter of 2000 over the first quarter of 1999 when compared with product revenues. On a forward-looking basis, the Company expects that the following factors, among others, could have a material impact on product gross margins: the shift in the Company's business focus to becoming a provider of customer relationship solutions; the market acceptance of these solutions; variations in the mix and volume of products sold; the channels of distribution; the portion of systems revenues related to customers purchasing multiple systems; the mix and level of third-party product included as part of systems integration projects; the results of recently acquired subsidiaries; and cross-licensing or royalty arrangements with third parties.

Gross margin on services revenues was 33% in the first quarter of 2000, and 27% in the first quarter of 1999. The increase in services margins reflects services revenues growing while the costs associated with providing the related services; in particular, costs associated with consulting and systems integration services, are stabilizing. On a forward-working basis, we anticipate that service margins will fluctuate from period to period due to fluctuations in services revenues (since many of the costs of providing services do not vary proportionately with related revenues) and ongoing efforts to expand services infrastructure.

Research and development (R&D) expenses in the first quarter of 2000 (excluding the one-time in-process technology charge) increased 34% to $26.2 million from $19.5 million in the first quarter of 1999. R&D expenditures reflect our ongoing efforts to remain competitive through both new product development and expanded capabilities for existing products. The increases across the periods presented primarily reflect increased staffing, associated transformation and infrastructure costs, and the impact of amortization costs associated with purchased, developed, and core technology intangible assets. As a percentage of net revenues, R&D expenses were 18% in the first quarter of 2000 and 19% in the first quarter of 1999. Excluding amortization of intangible assets, R&D expenses were $24.4 million in the first quarter of 2000, and $18.4 million in the first quarter of 1999. We continue to believe that significant investment in R&D is required to remain competitive, and anticipate, on a forward-looking basis, that such expenses in 2000 will increase in absolute dollars, although such expenses as a percentage of net revenues may fluctuate between periods.

Selling, general and administrative (SG&A) expenses in the first quarter of 2000 increased 11% to $50.9 million from $45.9 million in the first quarter of 1999. The increases primarily resulted from additional amortization expenses related to the purchase of intangible assets as a result of the acquisition of PakNetX, increased staffing, and other costs related to the expansion of our business. SG&A expenses as a percentage of net revenues were 34% in the first quarter of 2000 and 46% in the first quarter of 1999. Excluding amortization of intangible assets, SG&A expenses were $47.6 million in the first quarter of 2000 and $43.1 million in the first quarter of 1999. We anticipate, on a forward-looking basis, that SG&A expenses will continue to increase in absolute dollars for 2000, when compared with 1999, although such expenses as a percentage of net revenues may fluctuate between periods.

Purchased in-process technology represents non-recurring charges of $5 million in the first quarter of 2000, or $0.10 per diluted share, related to the acquisition of PakNetX.

Net interest and other income and expense were a net income of $4.1 million in the first quarter of 2000, compared to $219 thousand of net interest expense in the first quarter of 1999. The increase resulted primarily from a gain of approximately $3.7 million on the sale of appreciated marketable equity securities, offset by interest expense associated with the issuance of $150 million of convertible subordinated debentures in August 1998.

The Company's effective tax rate, excluding the effect of purchased in-process technology related to the acquisition of PakNetX, was a provision of 48% for the first three months of 2000 compared with a benefit of 30% for the same period of 1999. The tax rate exceeds the statutory rate primarily due to nondeductible goodwill amortization as a result of current and prior period acquisitions.

Liquidity and Capital Resources

At March 31, 2000, the principal source of liquidity consisted of cash, cash equivalents, short-term investments, and marketable equity securities totaling $301.0 million, which represented 44% of total assets. The primary sources of cash during the first quarter of 2000 were $8.9 million from operating activities, net short-term sales of short-term investments of $10.7 million, and proceeds from the issuance of common stock under various stock plans of $24.5 million. The primary uses of cash during the first quarter of 2000 were $44.9 million cash paid to acquire PakNetX, and $7.9 million for the purchase of property and equipment, primarily the purchase of computer software and hardware. We currently anticipate higher spending levels for property and equipment throughout 2000, primarily related to expansion of our facilities.

As of March 31, 2000, the fair market value of our marketable equity securities was $68 million. These securities are available for sale at Aspect's discretion and are subject to market prices, which have historically fluctuated significantly. At March 31, 2000, outstanding borrowings totaled $166 million.

On a forward-looking basis, cash, cash equivalents, short-term investments, marketable equity securities, and anticipated cash flow from operations will be sufficient to meet presently anticipated cash requirements during at least the next twelve months.

Year 2000 and Proximate Dates

The information provided below constitutes a "Year 2000 Readiness Disclosure" for purposes of the Year 2000 Readiness Disclosure Act.

Many computer systems were expected to experience problems handling dates around the year 2000 (Y2K). We expect that most Y2K-related problems would have become evident by the first quarter of 2000. We have experienced minor isolated disruptions to date that were quickly and easily remedied. Therefore, we believe that our mitigation activities outlined in prior public disclosures were successful in limiting problems around January 1, 2000 and February 29, 2000. Some exposure continues to exist as follows:

• Within our supply chain if disruptions occur at suppliers that we are not aware of and affect their ability to supply us products as needed; and,
• With our customers if disruptions occur that affect their buying patterns.

On a forward-looking basis, based upon the success of our efforts to mitigate problems to date, we believe that actions taken to date are sufficient to mitigate likely disruptions, and, therefore, we are not actively pursuing any significant additional Y2K remediation efforts other than those required to address specific known or potential issues.

The total costs of our Y2K compliance efforts are estimated to be approximately $10 million, substantially all of which has been spent to date. Y2K costs included consultant fees, internal hardware and software upgrade or replacement costs, and internal resources dedicated to identifiable Y2K efforts. Some of these costs represent the acceleration of costs that would have been incurred in the normal course of business in different periods.

Item 3. Quantitative and Qualitative Disclosures About Financial Market Risk

Reference is made to the information appearing under the caption "Quantitative and Qualitative Disclosures About Financial Market Risk" of the Registrant's 1999 Annual Financial Report to Shareholders which information is hereby incorporated by reference. There were no material changes in the Company's exposure to financial market risk during the three months ended March 31, 2000.

Part II: Other Information

Item 6. Exhibits and Reports on Form 8-K

A.    Exhibits

Exhibit 10.75	Employment Agreement between the Registrant and Gary L. Smith, Chief Operating Officer, dated February 16, 2000.
Exhibit 10.76	Termination agreement between the Registrant and William H. Delevati, dated April 3, 2000.
Exhibit 10.77	Termination agreement between the Registrant and Barry Wright, dated April 4, 2000.
Exhibit 10.78	Employment Agreement between the Registrant and James R. Carreker, Chairman, dated April 25, 2000.
Exhibit 10.79	Employment Agreement between the Registrant and Beatriz V. Infante, President and Chief Executive Officer, dated April 26, 2000.
Exhibit 27	Financial Data Schedule

B.    Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended March 31, 2000.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Aspect Communications Corporation
			(Registrant)
Date: May 15, 2000	By	/s/ Kevin T. Parker
	Kevin T. Parker
	Chief Financial and Accounting Officer (Principal Financial and Accounting Officer)

EX-10.75

                                                                   Exhibit 10.75

[Aspect Letterhead]


February 16, 2000


Mr. Gary L. Smith
Chief Operating Officer
Aspect Communications
San Jose, CA  95131

Dear Gary:

     This letter agreement (the "Agreement") is to confirm the terms of your
ongoing employment with Aspect Communications Corporation (the "Company") and
supersedes and replaces all prior oral and/or written agreements regarding the
subject matter hereof between you and the Company.

     1.   This Agreement will commence on the date hereof and continue until
February 28, 2002 (the "Original Term"), unless extended for one or more
                        -------------
additional one-year terms upon mutual written agreement between you and the
Company or unless terminated pursuant to the terms described herein.  Approval
by the Company shall be evidenced by the adoption of resolutions by the
Compensation Committee of the Board of Directors of the Company (the
"Committee").  In the event that the Company has entered into discussions with a
 ---------
third party regarding a Change of Control in the beneficial ownership of the
Company (as defined below) and such Change of Control discussions are ongoing at
the end of the Original Term or any extension, this Agreement automatically
shall be extended until the later of (a) the end of a period of eighteen (18)
months following the closing of such Change of Control transaction or (b) at the
time that the parties have ceased their discussions.

     2.   You are employed as Chief Operating Officer of the Company, and as
such report to the Company's CEO/President. Your job duties and responsibilities
are described on Exhibit A attached hereto. You agree to the best of your
                 ---------
ability and experience that you will, to the reasonable satisfaction of the
Company and its Board, at all times loyally and conscientiously perform all of
the duties and obligations required of you pursuant to the terms of this
Agreement; provided, however, that you shall not be precluded from engaging in
civic, charitable or religious activities, from devoting a reasonable amount of
time to private investments, or from serving on the boards of directors of other
business entities with the prior written approval of the Board of Directors of
the Company (the "Board"), so long as such activities or service do not
interfere with your responsibilities to the Company hereunder. You will comply
with and be bound by the Company's operating policies, procedures and practices
in effect from time to time during the term of your employment.


     3.   You acknowledge that your employment is and will continue to be at-
will, as defined under applicable law, and that your employment with the Company
may be terminated by either party at any time for any or no reason, with or
without cause, and with or without notice. If your employment terminates for any
reason, you will not be entitled to any payments, benefits, damages, award or
compensation other than as provided in this Agreement. Notwithstanding the
foregoing, you still shall have the right to receive (i) payment of regular
monthly salary and any bonus that has accrued but is unpaid on the date of
termination, (ii) payment of all of your accrued and unused vacation through the
date of termination, (iii) following your submission of proper expense reports,
reimbursement by the Company for all expenses reasonably and necessarily
incurred by you in connection with the business of the Company prior to
termination, (iv) vested contributions and earnings from the Company's 401(k)
plan, and (v) your rights under any of the Company's employee benefit plans,
policies or arrangements in accordance with the terms of such plans, policies
and arrangements. Any payments described in this paragraph shall be made
promptly upon termination, but in any event in compliance with applicable law
and any applicable terms of the Company's plans, policies, and arrangements. The
rights and duties created by this paragraph may not be modified in any way
except by a written agreement executed by you and the Chief Executive Officer on
behalf of the Company.

     4.   If your employment is involuntarily terminated other than for Cause
(as defined below) or terminated by you following a Constructive Termination (as
defined below) at any time upon or within twelve (12) months following a Change
of Control (the "Coverage Period"), you will be entitled to receive payment of
severance benefits equal to 24 months of your regular monthly salary plus your
annual target bonus (subject to any applicable tax withholding) in effect on the
date of your termination or upon the occurrence of the Change of Control,
whichever is greater. (Effective January 1, 2001, the Coverage Period shall be
expanded to include the period beginning three (3) months prior to the
occurrence of a Change of Control and ending thirteen (13) months following a
Change of Control.) Payment will be made in a lump sum not more than thirty (30)
days following the date of termination. Provided that you make a timely election
to continue coverage under the Company's group health plans pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), health
insurance benefits with the same coverage provided to you prior to the
termination (e.g. medical, dental, optical, mental health) will be provided at
the Company's cost for eighteen (18) months following the termination date, but
not longer than until you are covered by comparable health insurance benefits
from another employer or are otherwise ineligible for COBRA continuation
coverage. Nothing in this Section 4 shall restrict the ability of the Company or
its successor from changing some or all of the terms of such health insurance
benefits, the cost to participants, or other features of such benefits;
provided, however, that all similarly situated participants are treated the
same. In addition, and except as otherwise determined below, each stock option
and share of restricted stock you hold that is not otherwise fully exercisable
and/or vested (i.e., released from the Company's repurchase option) as of the
termination date shall become immediately exercisable and/or vested in full as
of such date.

2


          Notwithstanding the foregoing, you shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking other
employment or otherwise nor, except for your eligibility for COBRA continuation
coverage, shall the amount of any payment or benefit provided for in this
paragraph be reduced or otherwise affected by any compensation or benefits
received by you as a result of employment by another employer or self-
employment, by any retirement benefits regardless of source, by offset against
any amount claimed to be owed by you to the Company, or otherwise.

     5.   In the event that the severance and other benefits provided to you by
this Agreement (i) constitute "parachute payments" within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any
                                                            ----
comparable successor provisions, and (ii) but for this paragraph would be
subject to the excise tax imposed by Section 4999 of the Code, or any comparable
successor provisions (the "Excise Tax"), then your benefits hereunder shall be
either

                    (i)  provided to you in full, or

                    (ii) provided to you as to such lesser extent
                         which would result in no portion of such
                         benefits being subject to the Excise Tax,

whichever of the foregoing amounts, when taking into account applicable federal,
state, local and foreign income and employment taxes, the Excise Tax, and any
other applicable taxes, results in the receipt by you, on an after-tax basis, of
the greatest amount of benefits, notwithstanding that all or some portion of
such benefits may be taxable under the Excise Tax. Unless the Company and you
agree otherwise in writing, any determination required under this paragraph
shall be made in writing in good faith by a qualified third party (the
"Professional Service Firm"). In the event of a reduction of benefits hereunder,
 -------------------------
you shall be given the choice of which benefits to reduce, in the event that the
reduction to zero dollars ($0) of all benefits paid in cash is insufficient to
avoid liability under the Excise Tax. For purposes of making the calculations
required by this paragraph, the Professional Service Firm may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of the Code,
and other applicable legal authority. The Company and you shall furnish to the
Professional Service Firm such information and documents as the Professional
Service Firm may reasonably request in order to make a determination under this
Section 5. The Company shall bear all costs the Professional Service Firm may
reasonably incur in connection with any calculations contemplated by this
paragraph.

          If, notwithstanding any reduction described in this paragraph, the
Internal Revenue Service ("IRS") determines that you are liable for the Excise
                           ---
Tax as a result of the receipt of the payment of benefits described above, then
you shall be obligated to pay back to the Company, within thirty (30) days after
a final IRS determination or in the event that you challenge the final IRS
determination, a final judicial determination, a portion of the payment equal to
the "Repayment Amount." The Repayment Amount with respect to the payment of
benefits shall be the smallest amount, if any, as shall be required to be paid
to the Company so that your net after-tax proceeds with respect to any payment
of benefits (after taking into account the payment of the Excise Tax and all
other applicable taxes imposed on such payment) shall be maximized. The
Repayment Amount with respect to the payment of benefits shall be zero if a
Repayment Amount of more than zero would not result in your net

3


after-tax proceeds with respect to the payment of such benefits being maximized.
If the Excise Tax is not eliminated pursuant to this paragraph, you shall pay
the Excise Tax.

          Notwithstanding any other provision of this paragraph, if (i) there is
a reduction in the payment of benefits as described in this paragraph, (ii) the
IRS later determines that you are liable for the Excise Tax, the payment of
which would result in the maximization of your net after-tax proceeds
(calculated as if your benefits previously had not been reduced), and (iii) you
pay the Excise Tax, then the Company shall pay to you those benefits which were
reduced pursuant to this paragraph contemporaneously or as soon as
administratively possible after you pay the Excise Tax so that your net after-
tax proceeds with respect to the payment of benefits is maximized.

     6.   For purposes of this Agreement, the following definitions will apply:

          (a)  "Cause" for your termination will exist if the Company terminates
                -----
your employment for any of the following reasons: (i) you willfully fail to
substantially perform your duties hereunder (other than any such failure due to
your physical or mental illness), and such willful failure is not remedied
within ten (10) business days after written notice from the Company's Chief
Executive Officer, which written notice shall state that failure to remedy such
conduct may result in an involuntary termination for Cause; (ii) you engage in
willful and serious misconduct (including, but not limited to, an act of fraud
or embezzlement) that has caused or is reasonably expected to result in material
injury to the Company or any of its affiliates, (iii) you are convicted of or
enter a plea of guilty or nolo contendere to a crime that constitutes a felony
related to your employment with the Company or which materially adversely
affects your ability to perform your duties on behalf of the Company, or (iv)
you willfully breach any of your obligations hereunder or under any other
written agreement or covenant with the Company or any of its affiliates,
including, but not limited to, the Confidentiality Agreement, and such willful
breach is not remedied within ten (10) business days after written notice from
the Company's Chief Executive Officer, which written notice shall state that
failure to remedy such conduct may result in an involuntary termination for
Cause.

          (b)  "Change of Control" will mean (i) a dissolution or liquidation of
                -----------------
the Company; (ii) a sale, lease or other disposition of all or substantially all
of the assets of the Company so long as the Company's stockholders of record
immediately prior to such transaction will, immediately after such transaction,
hold less than fifty percent (50%) of the voting power of the acquiring entity;
(iii) an acquisition of the Company by another entity by means of any
transaction or series of related transactions (including, without limitation,
any reorganization, merger or consolidation but excluding any merger effected
exclusively for the purpose of changing the domicile of the Company), so long as
the Company's stockholders of record immediately prior to such transaction or
series of related transactions will, immediately after such transaction or
series of related transactions, hold less than fifty percent (50%) of the voting
power of the surviving or acquiring entity; or (iv) the individuals who, as of
the date of this Agreement, are members of the Board (the "Incumbent Board"),
cease for any reason to constitute at least fifty percent (50%) of the Board. If
the election, or nomination for election by the Company's stockholders, of any
new director was approved by a vote of at least fifty percent (50%) of the
Incumbent Board, such new director shall be considered as a member of the
Incumbent Board.

               Effective January 1, 2001, "Change of Control" will mean (i) a
dissolution or liquidation of the Company; (ii) a sale, lease or other
disposition of all or substantially all of the assets of the Company so long as
the Company's stockholders

4


immediately prior to such transaction will, immediately after such transaction,
fail to possess direct or indirect beneficial ownership of more than fifty
percent (50%) of the voting power of the acquiring entity (for purposes of this
clause 7(b)(ii), any person who acquired securities of the Company prior to the
occurrence of such asset transaction in contemplation of such transaction and
who after such transaction possesses direct or indirect ownership of at least
ten percent (10%) of the securities of the acquiring entity immediately
following such transaction shall not be included in the group of stockholders of
the Company immediately prior to such transaction); (iii) either a merger or
consolidation in which the Company is not the surviving corporation and the
stockholders of the Company immediately prior to the merger or consolidation
fail to possess direct or indirect beneficial ownership of more than fifty
percent (50%) of the voting power of the securities of the surviving corporation
(or if the surviving corporation is a controlled affiliate of another entity,
then the required beneficial ownership shall be determined with respect to the
securities of that entity which controls the surviving corporation and is not
itself a controlled affiliate of any other entity) immediately following such
transaction, or a reverse merger in which the Company is the surviving
corporation and the stockholders of the Company immediately prior to the reverse
merger fail to possess direct or indirect beneficial ownership of more than
fifty percent (50%) of the securities of the Company (or if the Company is a
controlled affiliate of another entity, then the required beneficial ownership
shall be determined with respect to the securities of that entity which controls
the Company and is not itself a controlled affiliate of any other entity)
immediately following the reverse merger (for purposes of this clause 6(b)(iii),
any person who acquired securities of the Company prior to the occurrence of a
merger, reverse merger, or consolidation in contemplation of such transaction
and who after such transaction possesses direct or indirect beneficial ownership
of at least ten percent (10%) of the securities of the Company or the surviving
corporation (or if the Company or the surviving corporation is a controlled
affiliate, then of the appropriate entity as determined above) immediately
following such transaction shall not be included in the group of stockholders of
the Company immediately prior to such transaction); (iv) an acquisition by any
person, entity or group within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
comparable successor provisions (excluding any employee benefit plan, or related
trust, sponsored or maintained by the Company or a subsidiary or other
controlled affiliate of the Company) of the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable
successor rule) of securities of the Company representing at least fifty percent
(50%) of the combined voting power entitled to vote in the election of
directors; or (v) the individuals who, as of the date of this Agreement, are
members of the Board (the "Incumbent Board"), cease for any reason to constitute
at least fifty percent (50%) of the Board. If the election, or nomination for
election by the Company's stockholders, of any new director was approved by a
vote of at least fifty percent (50%) of the Incumbent Board, such new director
shall be considered as a member of the Incumbent Board.

     (c)  "Constructive Termination" will be deemed to occur if (A)(i) your
           ------------------------
duties and responsibilities as Chief Operating Officer of the Company (or a
successor corporation) are materially diminished from your duties and
responsibilities as in effect at any time from the time immediately prior to the
occurrence of a Change of Control or at any time thereafter, without your prior
written consent; (ii) any reduction in the total value of your base compensation
and benefits occurs; (iii) your new business office location is either (a) more
than thirty (30) miles in distance from your current business office location or
(b) greater than your current commute to and from your current business office
location; and (B) within sixty (60) days immediately following such event
described in clauses (i) through (iii) above, you elect to terminate your
employment voluntarily.  For purposes of this definition and this Agreement,
however, a change in title with substantially the same duties and
responsibilities

5


shall not be considered a Constructive Termination, should this result solely
from an acquisition by a larger company in which you have continuing
responsibilities for the acquiror which are substantially the same as those you
had for the Company when it was independent.

     7.   You have signed a document entitled "Employee Agreement" (the
"Confidentiality Agreement") substantially in the form attached hereto as
 -------------------------
Exhibit B.  You hereby represent and warrant to the Company that you have
- ---------
complied with all obligations under the Confidentiality Agreement and agree to
continue to abide by the terms of the Confidentiality Agreement and further
agree that the provisions of the Confidentiality Agreement will survive any
termination of this Agreement or of your employment relationship with the
Company.

          8.   Upon your involuntary termination of employment other than for
Cause or your voluntary termination following a Constructive Termination, and as
a condition of the receipt of any benefits under this Agreement, you shall
execute an effective release (the "Release") in substantially the form
                                   -------
incorporated herein and attached hereto as Exhibit C (or if you are under forty
                                           ---------
(40) years old at the time of such termination, in substantially the form
attached hereto as Exhibit C with appropriate changes to reflect the
inapplicability of the Age Discrimination in Employment Act) as shall ultimately
be determined by the Company. Such Release shall specifically relate to all of
your rights and claims in existence at the time of such execution and shall
confirm your obligations under the Confidentiality Agreement. It is understood
that you have twenty-one (21) days to consider whether to execute such Release,
and you may revoke such Release within seven (7) business days after execution.
In the event you do not execute such Release within the twenty-one (21) day
period, or if you revoke such Release within the subsequent seven (7) business
day period, no benefits shall be payable under this Agreement and this Agreement
shall be null and void. Notwithstanding the foregoing, in addition to or in lieu
of the Release attached hereto as Exhibit C, you may be required to execute and
deliver an effective release in such other form as the Company may, in its sole
discretion, determine to be necessary or appropriate in order to comply with the
requirements of the laws of any jurisdiction applicable to you in order to make
a general release of claims effective and enforceable.

     9.   You represent that you have not entered into any agreements,
understandings, or arrangements with any other person or entity which would be
breached by you as a result of, or that would in any way preclude or prohibit
you from entering into this Agreement or performing any of the duties and
responsibilities provided for herein.

     10.  Any successor to the Company as a result of the occurrence of a Change
of Control (whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) or otherwise which succeeds to all or
substantially all of the Company's business and/or assets shall assume the
obligations under this Agreement and agree expressly to perform the obligations
under this Agreement in the same manner and to the same extent as the Company
would be required to perform such obligations in the absence of a succession.
For all purposes under this Agreement, the term "Company" shall include any
successor to the Company's business and/or assets which executes and delivers
the assumption agreement described in this paragraph or which becomes bound by
the terms of this Agreement by operation of law.

6


          The terms of this Agreement and all of your rights hereunder shall
inure to the benefit of, and be enforceable by, your personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees or legatees.

     11.  This Agreement, including any Exhibits hereto, constitutes the sole
agreement of the parties and supersedes all negotiations and prior agreements
with respect to the subject matter hereof, i.e., the rights and responsibilities
of you and the Company in the event of certain terminations of your employment
with the Company relating to the occurrence of a Change of Control.

     12.  Any term of this Agreement may be amended or waived only with the
written consent of the parties.

     13.  Any notice required or permitted by this Agreement will be in writing
and will be deemed sufficient upon receipt, when delivered personally, by
facsimile or by a nationally-recognized delivery service (such as Federal
Express or Express Mail), or 72 hours after being deposited in the U.S. mail as
certified or registered mail with postage prepaid, if such notice is addressed
to the party to be notified at such party's address as set forth below or as
subsequently modified by written notice.

     14.  The validity, interpretation, construction and performance of this
Agreement will be governed by the laws of the State of California, without
giving effect to the principles of conflict of laws.

     15.  If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to re-negotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision will be excluded from this Agreement or a legal authority of competent
jurisdiction (including an arbitrator) will have the authority to modify or
replace the invalid or unenforceable provision with a valid and enforceable
provision that most accurately embodies the parties' intention with respect to
the invalid or unenforceable provision, (ii) the balance of the Agreement will
be interpreted as if such provision were so excluded, modified or replaced and
(iii) the balance of the Agreement will be enforceable in accordance with its
terms.

     16.  You and the Company agree to attempt to settle any disputes arising in
connection with this Agreement through good faith consultation. In the event
that we are not able to resolve any such disputes within fifteen (15) days after
notification in writing to the other, we agree that any dispute or claim arising
out of or in connection with this Agreement will be finally settled by binding
arbitration in Santa Clara County, California in accordance with the rules of
the American Arbitration Association by one arbitrator appointed in accordance
with said rules. The arbitrator will apply California law, without reference to
rules of conflicts of law or rules of statutory arbitration, to the resolution
of any dispute. Judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. Notwithstanding the foregoing, the
parties may apply to any court of competent jurisdiction for preliminary or
interim equitable relief, or to compel arbitration in accordance with this
paragraph, without breach of this arbitration provision. You agree that punitive
damages will not be awarded. This paragraph will not apply to the
Confidentiality Agreement.

          If there is termination of your employment with the Company followed
by a dispute as to whether you are entitled to the benefits provided under this
Agreement, then,

7


during the period of that dispute the Company shall pay you fifty percent (50%)
of the amount specified in Section 4 hereof (except that the Company shall pay
one hundred percent (100%) of any insurance premiums provided for in Section 4),
if, and only if, you agree in writing that if the dispute is resolved against
you, you shall promptly refund to the Company all payments you receive plus
interest at the rate provided in Section 1274(d) of the Code, compounded
quarterly. If the dispute is resolved in your favor, promptly after resolution
of the dispute the Company shall pay you the sum that was withheld during the
period of the dispute plus interest at the rate provided in Section 1274(d) of
the Code, compounded quarterly.

          Notwithstanding any other provisions of this Agreement, if you either
(i) bring any action to enforce your rights pursuant to this Agreement, or (ii)
defend any legal challenge to your rights hereunder, you shall be entitled to
recover reasonable attorneys' fees and costs incurred in connection with such
action from the Company, payable on a monthly basis, regardless of the outcome
of such action; provided, however, that in the event such action is commenced by
you, the court finds the claim was brought in good faith.

     17.  You acknowledge that, in executing this Agreement, you have had the
opportunity to seek the advice of independent legal counsel, and have read and
understood all of the terms and provisions of this Agreement.

     Please indicate your agreement with the above terms by signing below.


                                   Sincerely,

                                   Aspect Communications Corporation

                                   /s/ Beatriz Infante
                                   Beatriz Infante

                                   Title: Chief Executive Officer and President

                                   Address: 1310 Ridder Park Drive
                                            San Jose, CA 95131

                                   Facsimile Number: (408) 325-2261


     My signature below signifies my agreement with the above terms.

     By: /s/ Gary L. Smith
        ----------------------------------------
     Address:  _________________________________

     Facsimile Number:__________________________

8


                                   EXHIBIT A
                                   ---------

                           DESCRIPTION OF JOB DUTIES
                           -------------------------
                             AND RESPONSIBILITIES
                             --------------------


                                   EXHIBIT B
                                   ---------

                          CONFIDENTIALITY  AGREEMENT
                          --------------------------


                                   EXHIBIT C
                                   ---------

                                    RELEASE
                                    -------

EX-10.76

                                                                   Exhibit 10.76

[ASPECT LETTERHEAD]

April 3, 2000

Mr. William H. Delevati
P.O. Box 1002
Campbell, CA 95009

Dear Hank:

This letter confirms the agreement (the "Agreement") between you and Aspect
Communications (the "Company") regarding your voluntary separation from
employment with the Company.

1.   Transition Period.

     (a)  Resignation. You will resign from your position as an officer of the
Company effective April 6, 2000 (the "Transition Date").

     (b)  Transition Period. Commencing on April 6, 2000, and continuing through
August 15, 2000 ("Termination Date"), the Company shall retain you as a part-
time employee (the "Transition Period"). Your title during the Transition Period
shall be Executive Advisor. During this Transition Period, you will be available
to provide services to the Company as requested, on a flexible schedule basis,
not to exceed forty (40) hours a month. You may engage in employment, consulting
or other work relationships in addition to your work for the Company during the
Transition Period. The Company agrees to make reasonable arrangements to enable
you to perform your work for the Company at such times and in such a manner so
that it does not unreasonably interfere with other work activities in which you
may engage. As of the Termination Date, you will cease to be employed by the
Company in any capacity.

     (c)  Salary. During the Transition Period, the Company will continue to pay
your base salary at the same level ($23,000 per month) that you were receiving
as of the Transition Date. These salary payments will be made on the Company's
regular payroll dates subject to applicable withholdings and deductions. Upon
the Termination Date, you will be paid for any accrued and unused flexible time
off hours earned through the Termination Date.


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Mr. Hank Delevati
Page 2


     (d)  Benefits. During the Transition Period, you will be entitled to
continue your participation in the Company's employee health insurance and other
benefit plans in effect on the Transition Date, pursuant to the terms of the
plans.

     (e)  Outplacement Services: You will be eligible to receive outplacement
services to the maximum amount of $10,000 which shall be paid directly to one
executive outplacement firm of your choice for services before August 6, 2000.

2.   Stock Options. You currently hold qualified and nonqualified Incentive
Stock Options under the Company's 1999 Equity Incentive Plan (the "Plan")
(attached hereto as Exhibit A) for 100,000 shares of the common stock of the
Company (the "Option"). Pursuant to the terms of your Incentive Stock Option
("ISO") (attached hereto as Exhibit B) and the terms of the Plan, 25,000 shares
will vest on July 20, 2000. You will have thirty (30) days following the
Termination Date to exercise your option on those vested shares. Under your ISO
and the Plan, your Option will cease vesting on the Termination Date. All other
terms, conditions and limitations applicable to your Option, pursuant to the ISO
and the Plan, will remain in full force and effect. You agree that you have no
other stock rights in the Company or any parent or subsidiary other than your
participation in the ESPP Plan and other than those enumerated in this
paragraph. You are advised by the Company to seek independent legal advice with
respect to tax and securities law issues regarding your ISO and any sale of
Company stock you may make.

3.   Quarterly Incentive Bonus. Pursuant to the terms of the Aspect Incentive
Plan for Fiscal Year 2000 (attached hereto as Exhibit C), you will be eligible
to receive a quarterly incentive bonus for the first quarter of 2000 (the
"Incentive Bonus").

4.   Health Insurance. To the extent provided by the federal COBRA law or, if
applicable, state insurance laws, and by the Company's current group health
insurance policies, you will be eligible to continue your health insurance
benefits at your own expense after the Termination Date. Later, you may be able
to convert to an individual policy through the provider of the Company's health
insurance, if you wish.

5.   Expense Reimbursement. You agree that within ten (10) days of the
Termination Date, you will submit your final documented expense reimbursement
statement reflecting all business expenses you incurred through the Termination
Date for which you seek reimbursement. The Company shall reimburse your expenses
pursuant to its regular business practice.


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Mr. Hank Delevati
Page 3

6.   Other Compensation and Benefits. You acknowledge that, except as expressly
provided in this Agreement, you will not receive any additional compensation,
severance, stock options, stock or benefits from the Company after the
Termination Date.

7.   Prior Agreements. You agree that except as expressly provided in this
Agreement, this Agreement renders null and void any and all prior agreements
between you and the Company.

8.   References. You agree to direct any job reference inquiries to the
Company's Chief Executive Officer or the Senior Vice President for Human
Resources.

9.   No Admissions. Nothing contained in this Agreement shall be construed as an
admission by you or the Company of any liability, obligation, wrongdoing or
violation of law.

10.  Indemnification. The Company agrees to indemnify you for any losses arising
out of your discharge of duties with the Company to the fullest extent required
under California Labor Code section 2802.

11.  Return of Company Property. You agree that, by the Termination Date (or
earlier if requested by the Company), you will return to the Company all Company
documents (and all copies thereof) and other Company property in your possession
or control, including, but not limited to: files, notes, notebooks, memoranda,
correspondence, drawings, books and records, plans and forecasts, reports,
studies, financial information, personnel information, sales and marketing
information, research and development information, specifications, computer-
recorded information, tangible property and equipment, credit cards, entry
cards, identification badges and keys; and any materials of any kind that
contain or embody any proprietary or confidential information of the Company
(and all reproductions thereof).

12.  Confidential Information and Inventions Assignment Agreement. You
acknowledge your continuing obligations under your Proprietary Information and
Inventions Agreement (attached hereto as Exhibit D), both during and after your
employment.

13.  Nonsolicitation. You agree that for one (1) year following the Termination
Date, you will not: directly or indirectly solicit, entice, induce or encourage
any employee or independent contractor of the Company to become an employee or
independent contractor to or for any other person or entity; or directly or
indirectly hire any employee or independent contractor of the Company or anyone
who was an employee or independent contractor of the


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Mr. Hank Delevati
Page 4

Company at any time between the Effective Date of this Agreement and the
anniversary of your Termination Date.

14.  Nondisparagement. Both you and the Company agree not to disparage the other
party, and the other party's officers, directors, employees, shareholders and
agents, in any manner likely to be harmful to them or their business, business
reputation or personal reputation; provided that both you and the Company shall
respond accurately and fully to any questions, inquiry or request for
information when required by legal process. In addition, as part of this
Agreement, you agree not to voluntarily cooperate with any litigation effort
against the Company; provided that you may cooperate as required by law.

15.  Confidentiality. The provisions of this Agreement shall be held in
strictest confidence by you and the Company and shall not be publicized or
disclosed in any manner whatsoever; provided, however, that: (a) you may
disclose this Agreement, in confidence, to your immediate family; (b) the
parties may disclose this Agreement in confidence to their respective attorneys,
accountants, auditors, tax preparers, and financial advisors; (c) the Company
may disclose this Agreement as necessary to fulfill standard or legally required
corporate reporting or disclosure requirements; and (d) the parties may disclose
this Agreement insofar as such disclosure may be necessary to enforce its terms
or as otherwise required by law.

16.  Release of Claims. In exchange for the payments and other consideration
under this Agreement to which you would not otherwise be entitled, you hereby
release, acquit, and forever discharge the Company, its parents and
subsidiaries, and their officers, directors, agents, servants, employees,
attorneys, shareholders, partners, successors, assigns, affiliates, customers,
and clients of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys' fees, damages, indemnities and obligations
of every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising out of or in any
way related to agreements, events, acts or conduct at any time prior to and
including the date this Agreement is executed, including, but not limited to:
all such claims and demands directly or indirectly arising out of or in any way
connected with your employment with the Company or the termination of that
employment; claims or demands related to salary, bonuses, commissions, stock,
stock options, or any other ownership interests in the Company, vacation pay,
fringe benefits, expense reimbursements, severance pay, or any other form of
compensation; claims pursuant to any federal, state or local law, statute or
cause of action including, but not limited to, the federal Civil Rights Act of
1964, as amended; the federal Age Discrimination in Employment Act of 1967, as
amended ("ADEA"); the federal Americans with Disabilities Act of 1990; the
California Fair Employment and


[LOGO]

Mr. Hank Delevati
Page 5

Housing Act, as amended; tort law; contract law; wrongful discharge;
discrimination; harassment; fraud; defamation; emotional distress; and breach of
the implied covenant of good faith and fair dealing.

17.  ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving
and releasing any rights you may have under the ADEA and acknowledge that the
consideration given for the waiver and release in the preceding paragraph hereof
is in addition to anything of value to which you are already entitled. You
further acknowledge that you have been advised by this writing that: (a) your
waiver and release do not apply to any rights or claims that may arise after the
execution date of this release; (b) you should consult with an attorney prior to
executing this release (although you may choose not to do so); (c) you have
twenty-one (21) days to consider this Agreement (although you may voluntarily
execute this Agreement earlier); (d) you have seven (7) days following the
execution of this Agreement by the parties to revoke the Agreement; and (e) this
Agreement will not be effective until the date upon which the revocation period
has expired, which will be the eighth day after this Agreement is executed by
you (the "Effective Date").

18.  Section 1542 Waiver.  You acknowledge that you have read and understand
Section 1542 of the California Civil Code, which states:

     A general release does not extend to claims which the creditor
     does not know or suspect to exist in his favor at the time of
     executing the release, which if known by him must have materially
     affected his settlement with the debtor.

You hereby expressly waive and relinquish all rights and benefits under that
section and any law in any jurisdiction of similar effect with respect to your
release of any unknown or unsuspected claims you may have against the Company.

19.  Arbitration.  You and the Company agree that any dispute regarding the
interpretation or enforcement of this Agreement or any dispute arising out of
your employment or the termination of that employment with the Company, except
for disputes involving the protection of the Company's intellectual property,
shall be decided by confidential, final and binding arbitration conducted in San
Francisco, California by Judicial Arbitration and Mediation Services ("JAMS")
under the then-existing JAMS rules, rather than by litigation in court, trial by
jury, administrative proceeding, or in any other forum.  Nothing in this
paragraph is intended to prevent either you or the Company from obtaining
injunctive relief in court to prevent irreparable harm pending the conclusion of
any such arbitration.


[LOGO]

Mr. Hank Delevati
Page 6

20.  Miscellaneous.  This Agreement, including all exhibits, constitutes the
complete, final and exclusive embodiment of the entire agreement between you and
the Company with regard to this subject matter.  It is entered into without
reliance on any promise or representation, written or oral, other than those
expressly contained herein, and it supersedes any other such promises,
warranties or representations.  This Agreement may not be modified or amended
except in a writing signed by both you and a duly authorized officer of the
Company.  This Agreement shall bind the heirs, personal representatives,
successors and assigns of both you and the Company, and inure to the benefit of
you and the Company, their heirs, successors and assigns.  If any provision of
this Agreement is determined to be invalid or unenforceable, in whole or in
part, this determination will not affect any other provision of this Agreement
and the provision in question shall be modified by the court so as to be
rendered enforceable in a manner consistent with the intent of the parties
insofar as possible.  This Agreement shall be deemed to have been entered into
and shall be construed and enforced in accordance with the laws of the State of
California as applied to contracts made and to be performed entirely within
California.

If this agreement is acceptable to you, please sign below and return the
original to me.

I wish you the best of success in your future endeavors.

Sincerely,

Aspect Communications

/s/ James R. Carreker
James R. Carreker
Chairman, Chief Executive Officer

Having read the foregoing, I hereby agree to the terms and conditions stated
above.

/s/ William H. Delevati                      Dated: April 3, 2000
- -------------------------------                     --------------
William H. Delevati

EX-10.77

                                                                   EXHIBIT 10.77

[ASPECT LETTERHEAD]

April 4, 2000

Mr. Barry Wright
1660 Orvieto Court
Pleasanton, CA  94566

Dear Barry:

This letter confirms the agreement (the "Agreement") between you and Aspect
Communications (the "Company") regarding your voluntary separation from
employment with the Company.

1.   Transition Period.

     (a)  Resignation. You will resign from your position as an officer of the
Company effective April 7, 2000 (the "Transition Date").

     (b)  Transition Period. Commencing on April 7, 2000, and continuing through
June 2, 2000 ("Termination Date"), the Company shall retain you as a part-time
employee (the "Transition Period").  Your title during the Transition Period
shall be Executive Advisor.  During this Transition Period, you will be
available to provide services to the Company as requested, on a flexible
schedule basis, not to exceed forty (40) hours a month.  You may engage in
employment, consulting or other work relationships in addition to your work for
the Company during the Transition Period.  The Company agrees to make reasonable
arrangements to enable you to perform your work for the Company at such times
and in such a manner so that it does not unreasonably interfere with other work
activities in which you may engage.  As of the Termination Date, you will cease
to be employed by the Company in any capacity.

     (c)  Salary.  During the Transition Period, the Company will continue to
pay your base salary at the same level ($29,167 per month) that you were
receiving as of the Transition Date. These salary payments will be made on the
Company's regular payroll dates subject to applicable withholdings and
deductions. Upon the Termination Date, you will be paid for any accrued and
unused vacation earned through the Termination Date.


Mr. Barry Wright
Page 2

     (d)  Benefits.  During the Transition Period, you will be entitled to
continue your participation in the Company's employee health insurance and other
benefit plans in effect on the Transition Date, pursuant to the terms of the
plans.

2.   Stock Options.  You currently hold qualified and unqualified  Incentive
Stock Options under the Company's 1999 Equity Incentive Plan (the "Plan")
(attached hereto as Exhibit A) for 150,000 shares of the common stock of the
Company (the "Option").  Pursuant to the terms of your Incentive Stock Option
("ISO") (attached hereto as Exhibit B) and the terms of the Plan, thirty seven
thousand five hundred (37,500) shares will vest on June 1, 2000.  You will have
thirty (30) days following the Termination Date to exercise your option on those
vested shares.   Under your ISO and the Plan, your Option will cease vesting on
the Termination Date.  All other terms, conditions and limitations applicable to
your Option, pursuant to the ISO and the Plan, will remain in full force and
effect.  You agree that you have no other stock rights in the Company (or any
parent or subsidiary) other than those enumerated in this paragraph.  You are
advised by the Company to seek independent legal advice with respect to tax and
securities law issues regarding your ISO and any sale of Company stock you may
make.

3.   Promissory Note.  Pursuant to the terms of the Promissory Note dated August
9, 1999 (attached hereto as Exhibit C), any principal balance owed to the
Company for its loan to you of eight hundred nine thousand eight hundred ninety
dollars ($809,890), plus any applicable interest, shall be payable on June 1,
2001.

4.   Bonus.  On June 1, 2000, the Company will pay you as part of this
Agreement, a bonus in the amount of one hundred twenty five thousand dollars
($125,000), subject to applicable withholdings and deductions (the "Bonus").
You agree to return the Bonus net of the applicable withholdings and deductions
to the Company to offset your obligations under the Promissory Note.

5.   Cash Bonus Agreement.  Pursuant to the terms of the Cash Bonus Agreement
(attached hereto as Exhibit D), the Company will pay you the amount of thirty
eight thousand dollars ($38,000), subject to standard withholdings and
deductions (the "Cash Bonus"), on June 1, 2000.  You agree to return the Cash
Bonus to the Company to offset your obligations under the Promissory Note.

6.   Milestone Bonus.  Pursuant to the terms of your offer letter dated May 1,
1999 (attached hereto as Exhibit E), you will receive the final payment of the
Milestone Bonus Plan in the amount of fifty thousand dollars ($50,000), (net the
applicable withholdings and deductions) provided that, by April 18, 2000, you
achieve the milestone of hiring a Vice President of Sales for the Company's
Western Region.


Mr. Barry Wright
Page 3

7.   Quarterly Incentive Bonus.  Pursuant to the terms of the Aspect Incentive
Plan for Fiscal Year 2000 as approved by the Board of Directors on March 16,
2000 (attached hereto as Exhibit G), you will be eligible to receive a quarterly
incentive bonus for the first quarter of 2000 (the "Incentive Bonus").

8.   Health Insurance.  To the extent provided by the federal COBRA law or, if
applicable, state insurance laws, and by the Company's current group health
insurance policies, you will be eligible to continue your health insurance
benefits at your own expense after the Termination Date.  Later, you may be able
to convert to an individual policy through the provider of the Company's health
insurance, if you wish.

9.   Expense Reimbursement.  You agree that within ten (10) days of the
Termination Date, you will submit your final documented expense reimbursement
statement reflecting all business expenses you incurred through the Termination
Date for which you seek reimbursement.  The Company shall reimburse your
expenses pursuant to its regular business practice.

10.  Other Compensation and Benefits.  You acknowledge that, except as expressly
provided in this Agreement, you will not receive any additional compensation,
severance, stock options, stock or benefits from the Company after the
Termination Date.

11.  Prior Agreements.  You agree that except as expressly provided in this
Agreement, this Agreement renders null and void any and all prior agreements
between you and the Company.

12.  References.  You agree to direct any job reference inquiries to the
Company's Chief Executive Officer or the Senior Vice President for Human
Resources.

13.  No Admissions.  Nothing contained in this Agreement shall be construed as
an admission by you or the Company of any liability, obligation, wrongdoing or
violation of law.

14.  Indemnification.  The Company agrees to indemnify you for any losses
arising out of your discharge of duties with the Company to the fullest extent
required under California Labor Code section 2802.


Mr. Barry Wright
Page 4

15.  Return of Company Property. You agree that, by the Termination Date (or
earlier if requested by the Company), you will return to the Company all Company
documents (and all copies thereof) and other Company property in your possession
or control, including, but not limited to: files, notes, notebooks, memoranda,
correspondence, drawings, books and records, plans and forecasts, reports,
studies, financial information, personnel information, sales and marketing
information, research and development information, specifications, computer-
recorded information, tangible property and equipment, credit cards, entry
cards, identification badges and keys; and any materials of any kind that
contain or embody any proprietary or confidential information of the Company
(and all reproductions thereof).

16.  Confidential Information and Inventions Assignment Agreement. You
acknowledge your continuing obligations under your Proprietary Information and
Inventions Agreement (attached hereto as Exhibit F), both during and after your
employment.

17.  Nonsolicitation.  You agree that for one (1) year following the Termination
Date, you will not: directly or indirectly solicit, entice, induce or encourage
any employee or independent contractor of the Company to become an employee or
independent contractor to or for any other person or entity; or directly or
indirectly hire any employee or independent contractor of the Company or anyone
who was an employee or independent contractor of the Company at any time between
the Effective Date of this Agreement and the anniversary of your Termination
Date.

18.  Nondisparagement.  Both you and the Company agree not to disparage the
other party, and the other party's officers, directors, employees, shareholders
and agents, in any manner likely to be harmful to them or their business,
business reputation or personal reputation; provided that both you and the
Company shall respond accurately and fully to any questions, inquiry or request
for information when required by legal process.  In addition, as part of this
Agreement, you agree not to voluntarily cooperate with any litigation effort
against the Company; provided that you may cooperate as required by law.

19.  Confidentiality.  The provisions of this Agreement shall be held in
strictest confidence by you and the Company and shall not be publicized or
disclosed in any manner whatsoever; provided, however, that: (a) you may
disclose this Agreement, in confidence, to your immediate family; (b) the
parties may disclose this Agreement in confidence to their respective attorneys,
accountants, auditors, tax preparers, and financial advisors; (c) the Company
may disclose this Agreement as necessary to fulfill standard or legally required
corporate reporting or disclosure requirements; and (d) the parties may disclose


Mr. Barry Wright
Page 5

this Agreement insofar as such disclosure may be necessary to enforce its terms
or as otherwise required by law.

20.  Release of Claims.  In exchange for the payments and other consideration
under this Agreement to which you would not otherwise be entitled, you hereby
release, acquit, and forever discharge the Company, its parents and
subsidiaries, and their officers, directors, agents, servants, employees,
attorneys, shareholders, partners, successors, assigns, affiliates, customers,
and clients of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys' fees, damages, indemnities and obligations
of every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising out of or in any
way related to agreements, events, acts or conduct at any time prior to and
including the date this Agreement is executed, including, but not limited to:
all such claims and demands directly or indirectly arising out of or in any way
connected with your employment with the Company or the termination of that
employment; claims or demands related to salary, bonuses, commissions, stock,
stock options, or any other ownership interests in the Company, vacation pay,
fringe benefits, expense reimbursements, severance pay, or any other form of
compensation; claims pursuant to any federal, state or local law, statute or
cause of action including, but not limited to, the federal Civil Rights Act of
1964, as amended; the federal Age Discrimination in Employment Act of 1967, as
amended ("ADEA"); the federal Americans with Disabilities Act of 1990; the
California Fair Employment and Housing Act, as amended; tort law; contract law;
wrongful discharge; discrimination; harassment; fraud; defamation; emotional
distress; and breach of the implied covenant of good faith and fair dealing.

21.  ADEA Waiver.  You acknowledge that you are knowingly and voluntarily
waiving and releasing any rights you may have under the ADEA and acknowledge
that the consideration given for the waiver and release in the preceding
paragraph hereof is in addition to anything of value to which you are already
entitled.  You further acknowledge that you have been advised by this writing
that:  (a) your waiver and release do not apply to any rights or claims that may
arise after the execution date of this release; (b) you should consult with an
attorney prior to executing this release (although you may choose not to do so);
(c) you have twenty-one (21) days to consider this Agreement (although you may
voluntarily execute this Agreement earlier); (d) you have seven (7) days
following the execution of this Agreement by the parties to revoke the
Agreement; and (e) this Agreement will not be effective until the date upon
which the revocation period has expired, which will be the eighth day after this
Agreement is executed by you (the "Effective Date").


Mr. Barry Wright
Page 6

22.  Section 1542 Waiver.  You acknowledge that you have read and understand
Section 1542 of the California Civil Code, which states:

     A general release does not extend to claims which the creditor does
     not know or suspect to exist in his favor at the time of executing the
     release, which if known by him must have materially affected his
     settlement with the debtor.

You hereby expressly waive and relinquish all rights and benefits under that
section and any law in any jurisdiction of similar effect with respect to your
release of any unknown or unsuspected claims you may have against the Company.

23.  Arbitration.  You and the Company agree that any dispute regarding the
interpretation or enforcement of this Agreement or any dispute arising out of
your employment or the termination of that employment with the Company, except
for disputes involving the protection of the Company's intellectual property,
shall be decided by confidential, final and binding arbitration conducted in San
Francisco, California by Judicial Arbitration and Mediation Services ("JAMS")
under the then-existing JAMS rules, rather than by litigation in court, trial by
jury, administrative proceeding, or in any other forum.  Nothing in this
paragraph is intended to prevent either you or the Company from obtaining
injunctive relief in court to prevent irreparable harm pending the conclusion of
any such arbitration.

24.  Miscellaneous.  This Agreement, including all exhibits, constitutes the
complete, final and exclusive embodiment of the entire agreement between you and
the Company with regard to this subject matter.  It is entered into without
reliance on any promise or representation, written or oral, other than those
expressly contained herein, and it supersedes any other such promises,
warranties or representations.  This Agreement may not be modified or amended
except in a writing signed by both you and a duly authorized officer of the
Company.  This Agreement shall bind the heirs, personal representatives,
successors and assigns of both you and the Company, and inure to the benefit of
both you and the Company, their heirs, successors and assigns.  If any provision
of this Agreement is determined to be invalid or unenforceable, in whole or in
part, this determination will not affect any other provision of this Agreement
and the provision in question shall be modified by the court so as to be
rendered enforceable in a manner consistent with the intent of the parties
insofar as possible.  This Agreement shall be deemed to have been entered into
and shall be construed and enforced in accordance with the laws of the State of
California as applied to contracts made and to be performed entirely within
California.


Mr. Barry Wright
Page 7

If this agreement is acceptable to you, please sign below and return the
original to me.

I wish you the best of success in your future endeavors.

Sincerely,

Aspect Communications


/s/ James R. Carreker

James R. Carreker
Chairman & Chief Executive Officer

Attachments:
Exhibit A -1999 Equity Incentive Plan
Exhibit B - Incentive Stock Option
Exhibit C - Promissory Note
Exhibit D - Cash Bonus Agreement
Exhibit E - Offer Letter
Exhibit F - Proprietary Information and Inventions Agreement
Exhibit G - Aspect Incentive Plan for Fiscal Year 2000

Having read the foregoing, I hereby agree to the terms and conditions stated
above.



/s/ Barry Wright                              Dated:  April 4, 2000
- --------------------------------------               -------------------------

EX-10.78

                                                                   Exhibit 10.78

[Aspect Letterhead]


April 25, 2000


James R. Carreker
Chairman, Board of Directors
Aspect Communications
San Jose, CA 95131

Dear Jim:

     This letter agreement (the "Agreement") is to confirm the terms of your
ongoing employment with Aspect Communications Corporation (the "Company") and
supersedes and replaces all prior oral and/or written agreements regarding the
subject matter hereof between you and the Company, including the letter
agreement dated February 16, 2000.

     1.   This Agreement will commence on the date hereof and continue until
February 28, 2002 (the "Original Term"), unless extended for one or more
                        -------------
additional one-year terms upon mutual written agreement between you and the
Company or unless terminated pursuant to the terms described herein.  Approval
by the Company shall be evidenced by the adoption of resolutions by the
Compensation Committee of the Board of Directors of the Company (the
"Committee").  In the event that the Company has entered into discussions with a
 ---------
third party regarding a Change of Control in the beneficial ownership of the
Company (as defined below) and such Change of Control discussions are ongoing at
the end of the Original Term or any extension, this Agreement automatically
shall be extended until the later of (a) the end of a period of eighteen (18)
months following the closing of such Change of Control transaction or (b) at the
time that the parties have ceased their discussions.

     2.   You are employed as Chairman of the Board of Directors of the Company,
and as such report to the Company's Board of Directors. You agree to the best of
your ability and experience that you will, to the reasonable satisfaction of the
Company and its Board, at all times loyally and conscientiously perform all of
the duties and obligations required of you pursuant to the terms of this
Agreement; provided, however, that you shall not be precluded from engaging in
civic, charitable or religious activities, from devoting a reasonable amount of
time to private investments, or from serving on the boards of directors of other
business entities with the prior written approval of the Board of Directors of
the Company (the "Board"), so long as such activities or service do not
interfere with your responsibilities to the Company hereunder. You will comply
with and be bound by the Company's operating policies, procedures and practices
in effect from time to time during the term of your employment.


     3.   You acknowledge that your employment is and will continue to be at-
will, as defined under applicable law, and that your employment with the Company
may be terminated by either party at any time for any or no reason, with or
without cause, and with or without notice. If your employment terminates for any
reason, you will not be entitled to any payments, benefits, damages, award or
compensation other than as provided in this Agreement. Notwithstanding the
foregoing, you still shall have the right to receive (i) payment of regular
monthly salary and any bonus that has accrued but is unpaid on the date of
termination, (ii) payment of all of your accrued and unused vacation through the
date of termination, (iii) following your submission of proper expense reports,
reimbursement by the Company for all expenses reasonably and necessarily
incurred by you in connection with the business of the Company prior to
termination, (iv) vested contributions and earnings from the Company's 401(k)
plan, and (v) your rights under any of the Company's employee benefit plans,
policies or arrangements in accordance with the terms of such plans, policies
and arrangements. Any payments described in this paragraph shall be made
promptly upon termination, but in any event in compliance with applicable law
and any applicable terms of the Company's plans, policies, and arrangements. The
rights and duties created by this paragraph may not be modified in any way
except by a written agreement executed by you and the Chief Executive Officer on
behalf of the Company.

     4.   If your employment is involuntarily terminated other than for Cause
(as defined below) or terminated by you following a Constructive Termination (as
defined below) at any time upon or within twelve (12) months following a Change
of Control (the "Coverage Period"), you will be entitled to receive payment of
severance benefits equal to 24 months of your regular monthly salary plus your
annual target bonus (subject to any applicable tax withholding) in effect on the
date of your termination or upon the occurrence of the Change of Control,
whichever is greater. (Effective January 1, 2001, the Coverage Period shall be
expanded to include the period beginning three (3) months prior to the
occurrence of a Change of Control and ending thirteen (13) months following a
Change of Control.) Payment will be made in a lump sum not more than thirty (30)
days following the date of termination. Provided that you make a timely election
to continue coverage under the Company's group health plans pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), health
insurance benefits with the same coverage provided to you prior to the
termination (e.g. medical, dental, optical, mental health) will be provided at
the Company's cost for eighteen (18) months following the termination date, but
not longer than until you are covered by comparable health insurance benefits
from another employer or are otherwise ineligible for COBRA continuation
coverage. Nothing in this Section 4 shall restrict the ability of the Company or
its successor from changing some or all of the terms of such health insurance
benefits, the cost to participants, or other features of such benefits;
provided, however, that all similarly situated participants are treated the
same. In addition, and except as otherwise determined below, each stock option
and share of restricted stock you hold that is not otherwise fully exercisable
and/or vested (i.e., released from the Company's repurchase option) as of the
termination date shall become immediately exercisable and/or vested in full as
of such date.

2


          Notwithstanding the foregoing, you shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking other
employment or otherwise nor, except for your eligibility for COBRA continuation
coverage, shall the amount of any payment or benefit provided for in this
paragraph be reduced or otherwise affected by any compensation or benefits
received by you as a result of employment by another employer or self-
employment, by any retirement benefits regardless of source, by offset against
any amount claimed to be owed by you to the Company, or otherwise.

     5.   In the event that the severance and other benefits provided to you by
this Agreement (i) constitute "parachute payments" within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any
                                                            ----
comparable successor provisions, and (ii) but for this paragraph would be
subject to the excise tax imposed by Section 4999 of the Code,  or any
comparable successor provisions (the "Excise Tax"), then your benefits hereunder
shall be either

                    (i)  provided to you in full, or

                    (ii) provided to you as to such lesser extent
                         which would result in no portion of such
                         benefits being subject to the Excise Tax,

whichever of the foregoing amounts, when taking into account applicable federal,
state, local and foreign income and employment taxes, the Excise Tax, and any
other applicable taxes, results in the receipt by you, on an after-tax basis, of
the greatest amount of benefits, notwithstanding that all or some portion of
such benefits may be taxable under the Excise Tax.  Unless the Company and you
agree otherwise in writing, any determination required under this paragraph
shall be made in writing in good faith by a qualified third party (the
"Professional Service Firm").  In the event of a reduction of benefits
 -------------------------
hereunder, you shall be given the choice of which benefits to reduce, in the
event that the reduction to zero dollars ($0) of all benefits paid in cash is
insufficient to avoid liability under the Excise Tax.  For purposes of making
the calculations required by this paragraph, the Professional Service Firm may
make reasonable assumptions and approximations concerning applicable taxes and
may rely on reasonable, good faith interpretations concerning the application of
the Code, and other applicable legal authority.  The Company and you shall
furnish to the Professional Service Firm such information and documents as the
Professional Service Firm may reasonably request in order to make a
determination under this Section 5.  The Company shall bear all costs the
Professional Service Firm may reasonably incur in connection with any
calculations contemplated by this paragraph.

          If, notwithstanding any reduction described in this paragraph, the
Internal Revenue Service ("IRS") determines that you are liable for the Excise
                           ---
Tax as a result of the receipt of the payment of benefits described above, then
you shall be obligated to pay back to the Company, within thirty (30) days after
a final IRS determination or in the event that you challenge the final IRS
determination, a final judicial determination, a portion of the payment equal to
the "Repayment Amount."  The Repayment Amount with respect to the payment of
benefits shall be the smallest amount, if any, as shall be required to be paid
to the Company so that your net after-tax proceeds with respect to any payment
of benefits (after taking into account the payment of the Excise Tax and all
other applicable taxes imposed on such payment) shall be maximized.  The
Repayment Amount with respect to the payment of benefits shall be zero if a
Repayment Amount of more than zero would not result in your net after-tax
proceeds with respect to the payment of such benefits being maximized.  If the
Excise Tax is not eliminated pursuant to this paragraph, you shall pay the
Excise Tax.

3


          Notwithstanding any other provision of this paragraph, if (i) there is
a reduction in the payment of benefits as described in this paragraph, (ii) the
IRS later determines that you are liable for the Excise Tax, the payment of
which would result in the maximization of your net after-tax proceeds
(calculated as if your benefits previously had not been reduced), and (iii) you
pay the Excise Tax, then the Company shall pay to you those benefits which were
reduced pursuant to this paragraph contemporaneously or as soon as
administratively possible after you pay the Excise Tax so that your net after-
tax proceeds with respect to the payment of benefits is maximized.

     6.   For purposes of this Agreement, the following definitions will apply:

          (a)  "Cause" for your termination will exist if the Company terminates
                -----
your employment for any of the following reasons:  (i) you willfully fail to
substantially perform your duties hereunder (other than any such failure due to
your physical or mental illness), and such willful failure is not remedied
within ten (10) business days after written notice from the Company's Chief
Executive Officer, which written notice shall state that failure to remedy such
conduct may result in an involuntary termination for Cause; (ii) you engage in
willful and serious misconduct (including, but not limited to, an act of fraud
or embezzlement) that has caused or is reasonably expected to result in material
injury to the Company or any of its affiliates, (iii) you are convicted of or
enter a plea of guilty or nolo contendere to a crime that constitutes a felony
related to your employment with the Company or which materially adversely
affects your ability to perform your duties on behalf of the Company, or (iv)
you willfully breach any of your obligations hereunder or under any other
written agreement or covenant with the Company or any of its affiliates,
including, but not limited to, the Confidentiality Agreement, and such willful
breach is not remedied within ten (10) business days after written notice from
the Company's Chief Executive Officer, which written notice shall state that
failure to remedy such conduct may result in an involuntary termination for
Cause.

          (b)  "Change of Control" will mean (i) a dissolution or liquidation of
                -----------------
the Company; (ii)  a sale, lease or other disposition of all or substantially
all of the assets of the Company so long as the Company's stockholders of record
immediately prior to such transaction will, immediately after such transaction,
hold less than fifty percent (50%) of the voting power of the acquiring entity;
(iii) an acquisition of the Company by another entity by means of any
transaction or series of related transactions (including, without limitation,
any reorganization, merger or consolidation but excluding any merger effected
exclusively for the purpose of changing the domicile of the Company), so long as
the Company's stockholders of record immediately prior to such transaction or
series of related transactions will, immediately after such transaction or
series of related transactions, hold less than fifty percent (50%) of the voting
power of the surviving or acquiring entity; or (iv) the individuals who, as of
the date of this Agreement, are members of the Board (the "Incumbent Board"),
cease for any reason to constitute at least fifty percent (50%) of the Board.
If the election, or nomination for election by the Company's stockholders, of
any new director was approved by a vote of at least fifty percent (50%) of the
Incumbent Board, such new director shall be considered as a member of the
Incumbent Board.

               Effective January 1, 2001, "Change of Control" will mean (i) a
dissolution or liquidation of the Company; (ii) a sale, lease or other
disposition of all or substantially all of the assets of the Company so long as
the Company's stockholders immediately prior to such transaction will,
immediately after such transaction, fail to possess direct or indirect
beneficial ownership of more than fifty percent (50%) of the voting power of the
acquiring entity (for purposes of this clause 7(b)(ii), any person who acquired
securities

4


of the Company prior to the occurrence of such asset transaction in
contemplation of such transaction and who after such transaction possesses
direct or indirect ownership of at least ten percent (10%) of the securities of
the acquiring entity immediately following such transaction shall not be
included in the group of stockholders of the Company immediately prior to such
transaction); (iii) either a merger or consolidation in which the Company is not
the surviving corporation and the stockholders of the Company immediately prior
to the merger or consolidation fail to possess direct or indirect beneficial
ownership of more than fifty percent (50%) of the voting power of the securities
of the surviving corporation (or if the surviving corporation is a controlled
affiliate of another entity, then the required beneficial ownership shall be
determined with respect to the securities of that entity which controls the
surviving corporation and is not itself a controlled affiliate of any other
entity) immediately following such transaction, or a reverse merger in which the
Company is the surviving corporation and the stockholders of the Company
immediately prior to the reverse merger fail to possess direct or indirect
beneficial ownership of more than fifty percent (50%) of the securities of the
Company (or if the Company is a controlled affiliate of another entity, then the
required beneficial ownership shall be determined with respect to the securities
of that entity which controls the Company and is not itself a controlled
affiliate of any other entity) immediately following the reverse merger (for
purposes of this clause 6(b)(iii), any person who acquired securities of the
Company prior to the occurrence of a merger, reverse merger, or consolidation in
contemplation of such transaction and who after such transaction possesses
direct or indirect beneficial ownership of at least ten percent (10%) of the
securities of the Company or the surviving corporation (or if the Company or the
surviving corporation is a controlled affiliate, then of the appropriate entity
as determined above) immediately following such transaction shall not be
included in the group of stockholders of the Company immediately prior to such
transaction); (iv) an acquisition by any person, entity or group within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or a subsidiary or other controlled affiliate of the Company) of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors; or (v) the individuals who, as of the date
of this Agreement, are members of the Board (the "Incumbent Board"), cease for
any reason to constitute at least fifty percent (50%) of the Board. If the
election, or nomination for election by the Company's stockholders, of any new
director was approved by a vote of at least fifty percent (50%) of the Incumbent
Board, such new director shall be considered as a member of the Incumbent Board.

     (c) "Constructive Termination" will be deemed to occur if (A)(i) your
          ------------------------
duties and responsibilities as Chairman of the Board of Directors of the Company
(or a successor corporation) are materially diminished from your duties and
responsibilities as in effect at any time from the time immediately prior to the
occurrence of a Change of Control or at any time thereafter, without your prior
written consent; (ii) any reduction in the total value of your base compensation
and benefits occurs; (iii) your new business office location is either (a) more
than thirty (30) miles in distance from your current business office location or
(b) greater than your current commute to and from your current business office
location; and (B) within sixty (60) days immediately following such event
described in clauses (i) through (iii) above, you elect to terminate your
employment voluntarily.  For purposes of this definition and this Agreement,
however, a change in title with substantially the same duties and
responsibilities shall not be considered a Constructive Termination, should this
result solely from an acquisition by a larger company in which you have
continuing responsibilities for the

5


acquiror which are substantially the same as those you had for the Company when
it was independent.

     7.   You have signed a document entitled "Employee Agreement" (the
"Confidentiality Agreement") substantially in the form attached hereto as
 -------------------------
Exhibit A.  You hereby represent and warrant to the Company that you have
- ---------
complied with all obligations under the Confidentiality Agreement and agree to
continue to abide by the terms of the Confidentiality Agreement and further
agree that the provisions of the Confidentiality Agreement will survive any
termination of this Agreement or of your employment relationship with the
Company.

     8.   Upon your involuntary termination of employment other than for Cause
or your voluntary termination following a Constructive Termination, and as a
condition of the receipt of any benefits under this Agreement, you shall execute
an effective release (the "Release") in substantially the form incorporated
                           -------
herein and attached hereto as Exhibit B (or if you are under forty (40) years
                              ---------
old at the time of such termination, in substantially the form attached hereto
as Exhibit B with appropriate changes to reflect the inapplicability of the Age
Discrimination in Employment Act) as shall ultimately be determined by the
Company.  Such Release shall specifically relate to all of your rights and
claims in existence at the time of such execution and shall confirm your
obligations under the Confidentiality Agreement. It is understood that you have
twenty-one (21) days to consider whether to execute such Release, and you may
revoke such Release within seven (7) business days after execution.  In the
event you do not execute such Release within the twenty-one (21) day period, or
if you revoke such Release within the subsequent seven (7) business day period,
no benefits shall be payable under this Agreement and this Agreement shall be
null and void. Notwithstanding the foregoing, in addition to or in lieu of the
Release attached hereto as Exhibit B, you may be required to execute and deliver
an effective release in such other form as the Company may, in its sole
discretion, determine to be necessary or appropriate in order to comply with the
requirements of the laws of any jurisdiction applicable to you in order to make
a general release of claims effective and enforceable.

     9.   You represent that you have not entered into any agreements,
understandings, or arrangements with any other person or entity which would be
breached by you as a result of, or that would in any way preclude or prohibit
you from entering into this Agreement or performing any of the duties and
responsibilities provided for herein.

     10.  Any successor to the Company as a result of the occurrence of a Change
of Control (whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) or otherwise which succeeds to all or
substantially all of the Company's business and/or assets shall assume the
obligations under this Agreement and agree expressly to perform the obligations
under this Agreement in the same manner and to the same extent as the Company
would be required to perform such obligations in the absence of a succession.
For all purposes under this Agreement, the term "Company" shall include any
successor to the Company's business and/or assets which executes and delivers
the assumption agreement described in this paragraph or which becomes bound by
the terms of this Agreement by operation of law.

          The terms of this Agreement and all of your rights hereunder shall
inure to the benefit of, and be enforceable by, your personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees or legatees.

6


     11.  This Agreement, including any Exhibits hereto, constitutes the sole
agreement of the parties and supersedes all negotiations and prior agreements
with respect to the subject matter hereof, i.e., the rights and responsibilities
of you and the Company in the event of certain terminations of your employment
with the Company relating to the occurrence of a Change of Control.

     12.  Any term of this Agreement may be amended or waived only with the
written consent of the parties.

     13.  Any notice required or permitted by this Agreement will be in writing
and will be deemed sufficient upon receipt, when delivered personally, by
facsimile or by a nationally-recognized delivery service (such as Federal
Express or Express Mail), or 72 hours after being deposited in the U.S. mail as
certified or registered mail with postage prepaid, if such notice is addressed
to the party to be notified at such party's address as set forth below or as
subsequently modified by written notice.

     14.  The validity, interpretation, construction and performance of this
Agreement will be governed by the laws of the State of California, without
giving effect to the principles of conflict of laws.

     15.  If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to re-negotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision will be excluded from this Agreement or a legal authority of competent
jurisdiction (including an arbitrator) will have the authority to modify or
replace the invalid or unenforceable provision with a valid and enforceable
provision that most accurately embodies the parties' intention with respect to
the invalid or unenforceable provision, (ii) the balance of the Agreement will
be interpreted as if such provision were so excluded, modified or replaced and
(iii) the balance of the Agreement will be enforceable in accordance with its
terms.

     16.  You and the Company agree to attempt to settle any disputes arising in
connection with this Agreement through good faith consultation. In the event
that we are not able to resolve any such disputes within fifteen (15) days after
notification in writing to the other, we agree that any dispute or claim arising
out of or in connection with this Agreement will be finally settled by binding
arbitration in Santa Clara County, California in accordance with the rules of
the American Arbitration Association by one arbitrator appointed in accordance
with said rules. The arbitrator will apply California law, without reference to
rules of conflicts of law or rules of statutory arbitration, to the resolution
of any dispute. Judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. Notwithstanding the foregoing, the
parties may apply to any court of competent jurisdiction for preliminary or
interim equitable relief, or to compel arbitration in accordance with this
paragraph, without breach of this arbitration provision. You agree that punitive
damages will not be awarded. This paragraph will not apply to the
Confidentiality Agreement.

          If there is termination of your employment with the Company followed
by a dispute as to whether you are entitled to the benefits provided under this
Agreement, then, during the period of that dispute the Company shall pay you
fifty percent (50%) of the amount specified in Section 4 hereof (except that the
Company shall pay one hundred percent (100%) of any insurance premiums provided
for in Section 4), if, and only if, you agree in writing that if the dispute is
resolved against you, you shall promptly refund to the Company

7


all payments you receive plus interest at the rate provided in Section 1274(d)
of the Code, compounded quarterly. If the dispute is resolved in your favor,
promptly after resolution of the dispute the Company shall pay you the sum that
was withheld during the period of the dispute plus interest at the rate provided
in Section 1274(d) of the Code, compounded quarterly.

          Notwithstanding any other provisions of this Agreement, if you either
(i) bring any action to enforce your rights pursuant to this Agreement, or (ii)
defend any legal challenge to your rights hereunder, you shall be entitled to
recover reasonable attorneys' fees and costs incurred in connection with such
action from the Company, payable on a monthly basis, regardless of the outcome
of such action; provided, however, that in the event such action is commenced by
you, the court finds the claim was brought in good faith.

     17.  You acknowledge that, in executing this Agreement, you have had the
opportunity to seek the advice of independent legal counsel, and have read and
understood all of the terms and provisions of this Agreement.

     Please indicate your agreement with the above terms by signing below.


                                   Sincerely,

                                   Aspect Communications Corporation


                                   By: /s/ Norman A. Fogelsong
                                      ---------------------------
                                   Title: Norman A. Fogelsong

                                   Aspect Communications Board of Directors

                                   Address: 1310 Ridder Park Drive
                                            San Jose, CA 95131

                                   Facsimile Number: (408) 325-2261

     My signature below signifies my agreement with the above terms.

     By: /s/ James R. Carreker
         --------------------------------------------
     Address:  ______________________________________

     Facsimile Number:_______________________________

8


                                   EXHIBIT A
                                   ---------

                           CONFIDENTIALITY AGREEMENT
                           -------------------------



                                   EXHIBIT B
                                   ---------

                                    RELEASE
                                    -------

EX-10.79

[Aspect Letterhead]

                                                                   Exhibit 10.79



April 26, 2000


Beatriz V. Infante
President/Chief Executive Officer
Aspect Communications
San Jose, CA 95131

Dear Beatriz:

     This letter agreement (the "Agreement") is to confirm the terms of your
ongoing employment with Aspect Communications Corporation (the "Company") and
supersedes and replaces all prior oral and/or written agreements regarding the
subject matter hereof between you and the Company, including the letter
agreement dated February 16, 2000.

     1.   This Agreement will commence on the date hereof and continue until
February 28, 2002 (the "Original Term"), unless extended for one or more
                        -------------
additional one-year terms upon mutual written agreement between you and the
Company or unless terminated pursuant to the terms described herein.  Approval
by the Company shall be evidenced by the adoption of resolutions by the
Compensation Committee of the Board of Directors of the Company (the
"Committee"). In the event that the Company has entered into discussions with a
 ---------
third party regarding a Change of Control in the beneficial ownership of the
Company (as defined below) and such Change of Control discussions are ongoing at
the end of the Original Term or any extension, this Agreement automatically
shall be extended until the later of (a) the end of a period of eighteen (18)
months following the closing of such Change of Control transaction or (b) at the
time that the parties have ceased their discussions.

     2.   You are employed as President/Chief Executive Officer of the Company,
and as such report to the Company's Board of Directors.  Your job duties and
responsibilities are described on Exhibit A attached hereto.  You agree to the
                                  ---------
best of your ability and experience that you will, to the reasonable
satisfaction of the Company and its Board, at all times loyally and
conscientiously perform all of the duties and obligations required of you
pursuant to the terms of this Agreement; provided, however, that you shall not
be precluded from engaging in civic, charitable or religious activities, from
devoting a reasonable amount of time to private investments, or from serving on
the boards of directors of other business entities with the prior written
approval of the Board of Directors of the Company (the "Board"), so long as such
activities or service do not interfere with your responsibilities to the Company
hereunder.  You will comply with and be bound by the Company's operating
policies, procedures and practices in effect from time to time during the term
of your employment.


     3.   You acknowledge that your employment is and will continue to be at-
will, as defined under applicable law, and that your employment with the Company
may be terminated by either party at any time for any or no reason, with or
without cause, and with or without notice.  If your employment terminates for
any reason, you will not be entitled to any payments, benefits, damages, award
or compensation other than as provided in this Agreement.  Notwithstanding the
foregoing, you still shall have the right to receive (i) payment of regular
monthly salary and any bonus that has accrued but is unpaid on the date of
termination, (ii) payment of all of your accrued and unused vacation through the
date of termination, (iii) following your submission of proper expense reports,
reimbursement by the Company for all expenses reasonably and necessarily
incurred by you in connection with the business of the Company prior to
termination, (iv) vested contributions and earnings from the Company's 401(k)
plan, and (v) your rights under any of the Company's employee benefit plans,
policies or arrangements in accordance with the terms of such plans, policies
and arrangements.  Any payments described in this paragraph shall be made
promptly upon termination, but in any event in compliance with applicable law
and any applicable terms of the Company's plans, policies, and arrangements.
The rights and duties created by this paragraph may not be modified in any way
except by a written agreement executed by you and the Chief Executive Officer on
behalf of the Company.

     4.   If your employment is involuntarily terminated other than for Cause
(as defined below) or terminated by you following a Constructive Termination (as
defined below) at any time upon or within twelve (12) months following a Change
of Control (the "Coverage Period"), you will be entitled to receive payment of
severance benefits equal to 24 months of your regular monthly salary plus your
annual target bonus (subject to any applicable tax withholding) in effect on the
date of your termination or upon the occurrence of the Change of Control,
whichever is greater. (Effective January 1, 2001, the Coverage Period shall be
expanded to include the period beginning three (3) months prior to the
occurrence of a Change of Control and ending thirteen (13) months following a
Change of Control.) Payment will be made in a lump sum not more than thirty (30)
days following the date of termination. Provided that you make a timely election
to continue coverage under the Company's group health plans pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), health
insurance benefits with the same coverage provided to you prior to the
termination (e.g. medical, dental, optical, mental health) will be provided at
the Company's cost for eighteen (18) months following the termination date, but
not longer than until you are covered by comparable health insurance benefits
from another employer or are otherwise ineligible for COBRA continuation
coverage. Nothing in this Section 4 shall restrict the ability of the Company or
its successor from changing some or all of the terms of such health insurance
benefits, the cost to participants, or other features of such benefits;
provided, however, that all similarly situated participants are treated the
same. In addition, and except as otherwise determined below, each stock option
and share of restricted stock you hold that is not otherwise fully exercisable
and/or vested (i.e., released from the Company's repurchase option) as of the
termination date shall become immediately exercisable and/or vested in full as
of such date.

2


          Notwithstanding the foregoing, you shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking other
employment or otherwise nor, except for your eligibility for COBRA continuation
coverage, shall the amount of any payment or benefit provided for in this
paragraph be reduced or otherwise affected by any compensation or benefits
received by you as a result of employment by another employer or self-
employment, by any retirement benefits regardless of source, by offset against
any amount claimed to be owed by you to the Company, or otherwise.

     5.   In the event that the severance and other benefits provided to you by
this Agreement (i) constitute "parachute payments" within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any
                                                            ----
comparable successor provisions, and (ii) but for this paragraph would be
subject to the excise tax imposed by Section 4999 of the Code, or any comparable
successor provisions (the "Excise Tax"), then your benefits hereunder shall be
either

                    (i)  provided to you in full, or

                    (ii) provided to you as to such lesser extent which would
                         result in no portion of such benefits being subject to
                         the Excise Tax,

whichever of the foregoing amounts, when taking into account applicable federal,
state, local and foreign income and employment taxes, the Excise Tax, and any
other applicable taxes, results in the receipt by you, on an after-tax basis, of
the greatest amount of benefits, notwithstanding that all or some portion of
such benefits may be taxable under the Excise Tax.  Unless the Company and you
agree otherwise in writing, any determination required under this paragraph
shall be made in writing in good faith by a qualified third party (the
"Professional Service Firm").  In the event of a reduction of benefits
 -------------------------
hereunder, you shall be given the choice of which benefits to reduce, in the
event that the reduction to zero dollars ($0) of all benefits paid in cash is
insufficient to avoid liability under the Excise Tax.  For purposes of making
the calculations required by this paragraph, the Professional Service Firm may
make reasonable assumptions and approximations concerning applicable taxes and
may rely on reasonable, good faith interpretations concerning the application of
the Code, and other applicable legal authority.  The Company and you shall
furnish to the Professional Service Firm such information and documents as the
Professional Service Firm may reasonably request in order to make a
determination under this Section 5.  The Company shall bear all costs the
Professional Service Firm may reasonably incur in connection with any
calculations contemplated by this paragraph.

          If, notwithstanding any reduction described in this paragraph, the
Internal Revenue Service ("IRS") determines that you are liable for the Excise
                           ---
Tax as a result of the receipt of the payment of benefits described above, then
you shall be obligated to pay back to the Company, within thirty (30) days after
a final IRS determination or in the event that you challenge the final IRS
determination, a final judicial determination, a portion of the payment equal to
the "Repayment Amount."  The Repayment Amount with respect to the payment of
benefits shall be the smallest amount, if any, as shall be required to be paid
to the Company so that your net after-tax proceeds with respect to any payment
of benefits (after taking into account the payment of the Excise Tax and all
other applicable taxes imposed on such payment) shall be maximized.  The
Repayment Amount with respect to the payment of benefits shall be zero if a
Repayment Amount of more than zero would not result in your net after-tax
proceeds with respect to the payment of such benefits being maximized.  If the
Excise Tax is not eliminated pursuant to this paragraph, you shall pay the
Excise Tax.

3


          Notwithstanding any other provision of this paragraph, if (i) there is
a reduction in the payment of benefits as described in this paragraph, (ii) the
IRS later determines that you are liable for the Excise Tax, the payment of
which would result in the maximization of your net after-tax proceeds
(calculated as if your benefits previously had not been reduced), and (iii) you
pay the Excise Tax, then the Company shall pay to you those benefits which were
reduced pursuant to this paragraph contemporaneously or as soon as
administratively possible after you pay the Excise Tax so that your net after-
tax proceeds with respect to the payment of benefits is maximized.

     6.   For purposes of this Agreement, the following definitions will apply:

          (a)  "Cause" for your termination will exist if the Company terminates
                -----
your employment for any of the following reasons:  (i) you willfully fail to
substantially perform your duties hereunder (other than any such failure due to
your physical or mental illness), and such willful failure is not remedied
within ten (10) business days after written notice from the Company's Chief
Executive Officer, which written notice shall state that failure to remedy such
conduct may result in an involuntary termination for Cause; (ii) you engage in
willful and serious misconduct (including, but not limited to, an act of fraud
or embezzlement) that has caused or is reasonably expected to result in material
injury to the Company or any of its affiliates, (iii) you are convicted of or
enter a plea of guilty or nolo contendere to a crime that constitutes a felony
related to your employment with the Company or which materially adversely
affects your ability to perform your duties on behalf of the Company, or (iv)
you willfully breach any of your obligations hereunder or under any other
written agreement or covenant with the Company or any of its affiliates,
including, but not limited to, the Confidentiality Agreement, and such willful
breach is not remedied within ten (10) business days after written notice from
the Company's Chief Executive Officer, which written notice shall state that
failure to remedy such conduct may result in an involuntary termination for
Cause.

          (b)  "Change of Control" will mean (i) a dissolution or liquidation of
                -----------------
the Company; (ii)  a sale, lease or other disposition of all or substantially
all of the assets of the Company so long as the Company's stockholders of record
immediately prior to such transaction will, immediately after such transaction,
hold less than fifty percent (50%) of the voting power of the acquiring entity;
(iii) an acquisition of the Company by another entity by means of any
transaction or series of related transactions (including, without limitation,
any reorganization, merger or consolidation but excluding any merger effected
exclusively for the purpose of changing the domicile of the Company), so long as
the Company's stockholders of record immediately prior to such transaction or
series of related transactions will, immediately after such transaction or
series of related transactions, hold less than fifty percent (50%) of the voting
power of the surviving or acquiring entity; or (iv) the individuals who, as of
the date of this Agreement, are members of the Board (the "Incumbent Board"),
cease for any reason to constitute at least fifty percent (50%) of the Board.
If the election, or nomination for election by the Company's stockholders, of
any new director was approved by a vote of at least fifty percent (50%) of the
Incumbent Board, such new director shall be considered as a member of the
Incumbent Board.

               Effective January 1, 2001, "Change of Control" will mean (i) a
dissolution or liquidation of the Company; (ii) a sale, lease or other
disposition of all or substantially all of the assets of the Company so long as
the Company's stockholders immediately prior to such transaction will,
immediately after such transaction, fail to possess direct or indirect
beneficial ownership of more than fifty percent (50%) of the voting power of the
acquiring entity (for purposes of this clause 7(b)(ii), any person who acquired
securities

4


of the Company prior to the occurrence of such asset transaction in
contemplation of such transaction and who after such transaction possesses
direct or indirect ownership of at least ten percent (10%) of the securities of
the acquiring entity immediately following such transaction shall not be
included in the group of stockholders of the Company immediately prior to such
transaction); (iii) either a merger or consolidation in which the Company is not
the surviving corporation and the stockholders of the Company immediately prior
to the merger or consolidation fail to possess direct or indirect beneficial
ownership of more than fifty percent (50%) of the voting power of the securities
of the surviving corporation (or if the surviving corporation is a controlled
affiliate of another entity, then the required beneficial ownership shall be
determined with respect to the securities of that entity which controls the
surviving corporation and is not itself a controlled affiliate of any other
entity) immediately following such transaction, or a reverse merger in which the
Company is the surviving corporation and the stockholders of the Company
immediately prior to the reverse merger fail to possess direct or indirect
beneficial ownership of more than fifty percent (50%) of the securities of the
Company (or if the Company is a controlled affiliate of another entity, then the
required beneficial ownership shall be determined with respect to the securities
of that entity which controls the Company and is not itself a controlled
affiliate of any other entity) immediately following the reverse merger (for
purposes of this clause 6(b)(iii), any person who acquired securities of the
Company prior to the occurrence of a merger, reverse merger, or consolidation in
contemplation of such transaction and who after such transaction possesses
direct or indirect beneficial ownership of at least ten percent (10%) of the
securities of the Company or the surviving corporation (or if the Company or the
surviving corporation is a controlled affiliate, then of the appropriate entity
as determined above) immediately following such transaction shall not be
included in the group of stockholders of the Company immediately prior to such
transaction); (iv) an acquisition by any person, entity or group within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or a subsidiary or other controlled affiliate of the Company) of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors; or (v) the individuals who, as of the date
of this Agreement, are members of the Board (the "Incumbent Board"), cease for
any reason to constitute at least fifty percent (50%) of the Board. If the
election, or nomination for election by the Company's stockholders, of any new
director was approved by a vote of at least fifty percent (50%) of the Incumbent
Board, such new director shall be considered as a member of the Incumbent Board.

     (c)  "Constructive Termination" will be deemed to occur if (A)(i) your
           ------------------------
duties and responsibilities as President/ Chief Executive Officer of the Company
(or a successor corporation) are materially diminished from your duties and
responsibilities as in effect at any time from the time immediately prior to the
occurrence of a Change of Control or at any time thereafter, without your prior
written consent; (ii) any reduction in the total value of your base compensation
and benefits occurs; (iii) your new business office location is either (a) more
than thirty (30) miles in distance from your current business office location or
(b) greater than your current commute to and from your current business office
location; and (B) within sixty (60) days immediately following such event
described in clauses (i) through (iii) above, you elect to terminate your
employment voluntarily.  For purposes of this definition and this Agreement,
however, a change in title with substantially the same duties and
responsibilities shall not be considered a Constructive Termination, should this
result solely from an acquisition by a larger company in which you have
continuing responsibilities for the

5


acquiror which are substantially the same as those you had for the Company when
it was independent.

     7.   You have signed a document entitled "Employee Agreement" (the
"Confidentiality Agreement") substantially in the form attached hereto as
 -------------------------
Exhibit B.  You hereby represent and warrant to the Company that you have
- ---------
complied with all obligations under the Confidentiality Agreement and agree to
continue to abide by the terms of the Confidentiality Agreement and further
agree that the provisions of the Confidentiality Agreement will survive any
termination of this Agreement or of your employment relationship with the
Company.

     8.   Upon your involuntary termination of employment other than for Cause
or your voluntary termination following a Constructive Termination, and as a
condition of the receipt of any benefits under this Agreement, you shall execute
an effective release (the "Release") in substantially the form incorporated
                           -------
herein and attached hereto as Exhibit C (or if you are under forty (40) years
                              ---------
old at the time of such termination, in substantially the form attached hereto
as Exhibit C with appropriate changes to reflect the inapplicability of the Age
Discrimination in Employment Act) as shall ultimately be determined by the
Company.  Such Release shall specifically relate to all of your rights and
claims in existence at the time of such execution and shall confirm your
obligations under the Confidentiality Agreement. It is understood that you have
twenty-one (21) days to consider whether to execute such Release, and you may
revoke such Release within seven (7) business days after execution.  In the
event you do not execute such Release within the twenty-one (21) day period, or
if you revoke such Release within the subsequent seven (7) business day period,
no benefits shall be payable under this Agreement and this Agreement shall be
null and void.  Notwithstanding the foregoing, in addition to or in lieu of the
Release attached hereto as Exhibit C, you may be required to execute and deliver
an effective release in such other form as the Company may, in its sole
discretion, determine to be necessary or appropriate in order to comply with the
requirements of the laws of any jurisdiction applicable to you in order to make
a general release of claims effective and enforceable.

     9.   You represent that you have not entered into any agreements,
understandings, or arrangements with any other person or entity which would be
breached by you as a result of, or that would in any way preclude or prohibit
you from entering into this Agreement or performing any of the duties and
responsibilities provided for herein.

     10.  Any successor to the Company as a result of the occurrence of a Change
of Control (whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) or otherwise which succeeds to all or
substantially all of the Company's business and/or assets shall assume the
obligations under this Agreement and agree expressly to perform the obligations
under this Agreement in the same manner and to the same extent as the Company
would be required to perform such obligations in the absence of a succession.
For all purposes under this Agreement, the term "Company" shall include any
successor to the Company's business and/or assets which executes and delivers
the assumption agreement described in this paragraph or which becomes bound by
the terms of this Agreement by operation of law.

          The terms of this Agreement and all of your rights hereunder shall
inure to the benefit of, and be enforceable by, your personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees or legatees.

6


     11.  This Agreement, including any Exhibits hereto, constitutes the sole
agreement of the parties and supersedes all negotiations and prior agreements
with respect to the subject matter hereof, i.e., the rights and responsibilities
of you and the Company in the event of certain terminations of your employment
with the Company relating to the occurrence of a Change of Control.

     12.  Any term of this Agreement may be amended or waived only with the
written consent of the parties.

     13.  Any notice required or permitted by this Agreement will be in writing
and will be deemed sufficient upon receipt, when delivered personally, by
facsimile or by a nationally-recognized delivery service (such as Federal
Express or Express Mail), or 72 hours after being deposited in the U.S. mail as
certified or registered mail with postage prepaid, if such notice is addressed
to the party to be notified at such party's address as set forth below or as
subsequently modified by written notice.

     14.  The validity, interpretation, construction and performance of this
Agreement will be governed by the laws of the State of California, without
giving effect to the principles of conflict of laws.

     15.  If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to re-negotiate such
provision in good faith.  In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision will be excluded from this Agreement or a legal authority of competent
jurisdiction (including an arbitrator) will have the authority to modify or
replace the invalid or unenforceable provision with a valid and enforceable
provision that most accurately embodies the parties' intention with respect to
the invalid or unenforceable provision, (ii) the balance of the Agreement will
be interpreted as if such provision were so excluded, modified or replaced and
(iii) the balance of the Agreement will be enforceable in accordance with its
terms.

     16.  You and the Company agree to attempt to settle any disputes arising in
connection with this Agreement through good faith consultation.  In the event
that we are not able to resolve any such disputes within fifteen (15) days after
notification in writing to the other, we agree that any dispute or claim arising
out of or in connection with this Agreement will be finally settled by binding
arbitration in Santa Clara County, California in accordance with the rules of
the American Arbitration Association by one arbitrator appointed in accordance
with said rules.  The arbitrator will apply California law, without reference to
rules of conflicts of law or rules of statutory arbitration, to the resolution
of any dispute.  Judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof.  Notwithstanding the foregoing, the
parties may apply to any court of competent jurisdiction for preliminary or
interim equitable relief, or to compel arbitration in accordance with this
paragraph, without breach of this arbitration provision.   You agree that
punitive damages will not be awarded.  This paragraph will not apply to the
Confidentiality Agreement.

          If there is termination of your employment with the Company followed
by a dispute as to whether you are entitled to the benefits provided under this
Agreement, then, during the period of that dispute the Company shall pay you
fifty percent (50%) of the amount specified in Section 4 hereof (except that the
Company shall pay one hundred percent (100%) of any insurance premiums provided
for in Section 4), if, and only if, you agree in writing that if the dispute is
resolved against you, you shall promptly refund to the Company

7


all payments you receive plus interest at the rate provided in Section 1274(d)
of the Code, compounded quarterly. If the dispute is resolved in your favor,
promptly after resolution of the dispute the Company shall pay you the sum that
was withheld during the period of the dispute plus interest at the rate provided
in Section 1274(d) of the Code, compounded quarterly.

          Notwithstanding any other provisions of this Agreement, if you either
(i) bring any action to enforce your rights pursuant to this Agreement, or (ii)
defend any legal challenge to your rights hereunder, you shall be entitled to
recover reasonable attorneys' fees and costs incurred in connection with such
action from the Company, payable on a monthly basis, regardless of the outcome
of such action; provided, however, that in the event such action is commenced by
you, the court finds the claim was brought in good faith.

     17.  You acknowledge that, in executing this Agreement, you have had the
opportunity to seek the advice of independent legal counsel, and have read and
understood all of the terms and provisions of this Agreement.

     Please indicate your agreement with the above terms by signing below.


                              Sincerely,

                              Aspect Communications Corporation


                              By: /s/ Norman A. Fogelsong
                                 ----------------------------------------
                              Norman A. Fogelsong
                              Aspect Communications Board of Directors
                              Address:  1310 Ridder Park Drive
                                        San Jose, CA 95131

                              Facsimile Number: (408) 325-2261


     My signature below signifies my agreement with the above terms.

     By: /s/ Beatriz V. Infante
        ---------------------------------------------
     Address:  ______________________________________

     Facsimile Number:_______________________________

8


                                   EXHIBIT A
                                   ---------


                           Description of Job Duties
                             And Responsibilities


Beatriz V. Infante, President/Chief Executive Officer
- -----------------------------------------------------

This position is responsible for overseeing all corporate functions and
directing the company to ensure attainment of sales and profit goals and maximum
return on invested capital.  Subject to the approval of the Board of Directors,
the position is responsible for the formulation of current and long-range plans
and objectives, and represents the organization in relations with its customers
and all of its stakeholders.


                                   EXHIBIT B
                                   ---------

                           CONFIDENTIALITY AGREEMENT
                           -------------------------


                                   EXHIBIT C
                                   ---------

                                    RELEASE
                                    -------

EX-27

 



<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF INCOME INCLUDED IN THE
COMPANY'S FORM 10-Q FOR THE PERIOD ENDING MARCH 31, 2000 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL STATEMENTS.


                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                          74,847
<SECURITIES>                                   226,137
<RECEIVABLES>                                  104,691
<ALLOWANCES>                                   (7,320)
<INVENTORY>                                     15,160
<CURRENT-ASSETS>                               438,051
<PP&E>                                         199,195
<DEPRECIATION>                               (116,348)
<TOTAL-ASSETS>                                 686,892
<CURRENT-LIABILITIES>                          136,125
<BONDS>                                        165,539
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       209,320
<OTHER-SE>                                      36,096
<TOTAL-LIABILITY-AND-EQUITY>                   686,892
<SALES>                                         86,361
<TOTAL-REVENUES>                               148,251
<CGS>                                           29,724
<TOTAL-COSTS>                                   70,939
<OTHER-EXPENSES>                                82,163
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,119
<INCOME-PRETAX>                                  (732)
<INCOME-TAX>                                   (2,057)
<INCOME-CONTINUING>                            (2,789)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,789)
<EPS-BASIC>                                     (0.06)
<EPS-DILUTED>                                   (0.06)