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                                                                   Exhibit 10.07

                                 AMENDMENT NO. 2

                                       TO

                         AGREEMENT FOR PURCHASE AND SALE
                                       OF
                                  REAL PROPERTY

     This Amendment No. 2 to Agreement For Purchase And Sale Of Real Property
(the "Agreement") is made and entered into as of the 21st day of November, 2001
(the "Contract Date") by and between Macromedia, Inc., a Delaware corporation
("Seller"), and Menlo Equities Associates LLC, a California limited liability
company ("Buyer").

                                    Recitals

     A. Buyer and Seller are parties to that certain Agreement for Purchase and
Sale of Real Property dated as of November 6, 2001, as amended by Amendment No.
1 to Agreement for Purchase and Sale of Real Property dated as of November 21,
2001 (collectively, the "Purchase Agreement").

     B. Buyer and Seller now desire to amend the Purchase Agreement as set forth
in this Amendment. Capitalized terms used in this Amendment and not otherwise
defined shall have the meanings assigned to them in the Purchase Agreement.

                                    Agreement

     Now, Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as
follows:

     1. Macromedia Lease. Section 4(b)(ii) of the Purchase Agreement is hereby
amended in its entirety to read as follows:

          "On or prior to November 29, 2001, Buyer and Seller shall have
          negotiated and finalized executed, and delivered the Macromedia
          Lease."

     2. Ratification. The Purchase Agreement, as amended by this Amendment,
shall continue in full force and effect.

     3. Miscellaneous.

          (i)  Attorney's Fees. If either party commences an action against the
other party arising out of or in connection with this Amendment, the prevailing
party shall be entitled to recover from the losing party reasonable attorney's
fees and costs of suit.

          (ii) Successors. This Amendment shall be binding on and inure to the
benefit of the parties and their successors.

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          (iii) Counterparts. This Amendment may be signed in two or more
counterparts. When at least one such counterpart has been signed by each party,
this Amendment shall be deemed to have been fully executed, each counterpart
shall be deemed to be an original, and all counterparts shall be deemed to be
one and the same agreement.

     In Witness Whereof, Seller and Buyer have executed this Amendment as of the
day and year first written above.

Seller:                                 Buyer:

Macromedia, Inc.,                       Menlo Equities Associates LLC,
a Delaware corporation                  a California limited liability company

                                        By: Menlo Equities Inc., Managing Member

By: __________________________________      By: ________________________________
Name:  James Morgensen,                         Henry D. Bullock, President
Title: Vice President, Real Estate,
        Facilities and Services


By: __________________________________
Name: ________________________________
Title: Chief Financial Officer

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