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                                                                   Exhibit 10.20

                                NIKU CORPORATION

                                VOTING AGREEMENT

         THIS VOTING AGREEMENT (the "AGREEMENT") is entered into as of November
6, 2002 between Niku Corporation, a Delaware corporation (the "COMPANY") and
Farzad Dibachi, Rhonda Dibachi and the Dibachi Family Trust UDT dated 2/11/98
(the "STOCKHOLDERS").

                                    RECITALS:

         WHEREAS, the Stockholders hold 10,362,546 shares of the Company's
common stock, par value $0.0001 per share (the "COMMON STOCK"); and

         WHEREAS, Farzad Dibachi and Rhonda Dibachi each previously entered into
an Employment Agreement with the Company (the "EMPLOYMENT AGREEMENTS") providing
for, among other things, the execution of this Voting Agreement in exchange for
the payment of certain consideration as specified in the Employment Agreements.

         NOW, THEREFORE, in consideration of the promises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1

                                     VOTING

            1.1 WARRANT SHARES.

The Stockholders agree, and each Stockholder severally agrees, to hold all
10,362,546 shares beneficially owned by them as of the date hereof (the "COMMON
SHARES") subject to, and to vote the Common Shares in accordance with, the
provisions of this Agreement.

            1.2 VOTING; IRREVOCABLE PROXY.

The Stockholders agree, and each Stockholder severally agrees, to vote the
Common Shares on any matter presented to stockholders of the Company (and to
consent in respect of the Common Shares on any matter in respect of which
written consents are solicited) in any case where the Company's Board of
Directors has made a unanimous recommendation to the Company's stockholders to
vote in favor of or against any matter presented at such meeting (or has made a
unanimous recommendation to the Company's stockholders to deliver a written
consent to any matter in respect of which written consents are solicited) in the
manner so recommended by the Company's Board of Directors (it being understood,
in the case where the Company's Board of Directors shall have changed its
recommendation in respect of such matter to the Company's stockholders, that
such vote (or consent) shall be in the manner most recently unanimously
recommended by the Company's Board of Directors).

Contemporaneously with the execution of this Agreement, the Stockholders shall
deliver to the Company a proxy in the form attached to this Agreement as Exhibit
A, which (except as


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provided therein) shall be irrevocable prior to the Expiration Date (as defined
below) to the fullest extent permitted by law, with respect to the Common Shares
(the "PROXY").

            1.3 LEGEND.

                  1.3.1. The Stockholders acknowledge that there shall be
imprinted or otherwise placed, on certificates representing the Common Shares
the following restriction legend (the "LEGEND"):

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
                  SUBJECT TO TERMS AND CONDITIONS OF A VOTING AGREEMENT
                  ("VOTING AGREEMENT") WHICH PLACES CERTAIN
                  RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED
                  HEREBY. SUBJECT TO CERTAIN EXCEPTIONS AS SET FORTH IN
                  THE VOTING AGREEMENT, ANY PERSON ACCEPTING ANY
                  INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO
                  AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH
                  AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE
                  FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE
                  WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT
                  ITS PRINCIPAL PLACE OF BUSINESS."

                  1.3.2. Subject to the provisions of Section 1.4 below, the
Company agrees that, during the term of this Agreement, it will not remove, and
will not permit to be removed (upon registration of transfer, reissuance or
otherwise) the Legend for any such certificate and will place or cause to be
placed the Legend on any new certificate issued to represent Common Shares
theretofore represented by a certificate carrying the Legend.

            1.4 SUCCESSORS. Except in respect of any sale or sales of any Common
Shares effected pursuant to any public trading market for the Common Stock to a
third party unaffiliated with the Stockholders (including, without limitation,
any Nasdaq market), which shares shall no longer be deemed "Common Shares" for
purposes of this Agreement or any proxy granted pursuant hereto, (a) the
provisions of this Agreement shall be binding upon the successors in interest to
any of the Common Shares and (b) the Company shall not permit the transfer of
any of the Common Shares on its books or issue a new certificate representing
any of the Common Shares unless and until the person to whom such security is to
be transferred shall have executed a written Agreement, substantially in the
form of this Agreement, pursuant to which such person becomes a party to this
Agreement and agrees to be bound by all the provisions hereof as if such person
were the Stockholders.

            1.5 OTHER RIGHTS. Except as provided by this Agreement, the
Stockholders can exercise the full rights of a stockholder with respect to the
Common Shares.


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                                    ARTICLE 2

                                   TERMINATION

This Agreement shall continue in full force and effect from the date hereof
through the earlier of (such date, the "EXPIRATION DATE") (a) the date upon
which the Stockholders and their affiliates shall have sold the last of the
Common Shares, or (b) the closing of any merger or consolidation of the Company
with any other corporation or other entity, or other corporate reorganization of
the Company, in which the holders of the Company's outstanding voting stock
immediately prior to such transaction own, immediately after such transaction,
securities representing less than fifty percent (50%) of the voting power of the
corporation or other entity surviving such transaction or the closing of the
sale of all or substantially all of the assets of the Company.

                                    ARTICLE 3

                                  MISCELLANEOUS

            3.1 OWNERSHIP. The Stockholders represent and warrant to the
Company, and each Stockholders severally represents and warrants to the Company,
that (a) they own the Common Shares, free and clear of liens or encumbrances,
and have not and will not execute or deliver any proxy or enter into any other
voting agreement or similar arrangement in respect of the Common Shares, and (b)
they have full power and capacity to execute, deliver and perform this
Agreement, which has been duly executed and delivered by, and evidences the
valid and binding obligation, of the Stockholders, and each of them, enforceable
in accordance with its terms.

            3.2 FURTHER ACTION. Except in respect of any sale or sales of Common
Shares effected pursuant to any public trading market for the Common Stock
(including, without limitation, any Nasdaq market), if and whenever any
beneficial ownership interest in the Common Shares is transferred, the
Stockholders shall do all things and execute and deliver all documents and make
all transfers and cause any transferee of the Common Shares to do all things and
execute and deliver all documents, as may be necessary to consummate such sale
consistent with this Agreement.

            3.3 SPECIFIC PERFORMANCE. The parties hereto hereby declare that is
impossible to measure in money the damages which will accrue to a party hereto
or to their heirs, personal representatives, or assigns by reason of a failure
to perform any of the obligations under Agreement and agree that the terms of
this Agreement shall be specially enforceable. If any party hereto or his heirs,
personal representatives, or assigns institutes any action or proceeding to
specifically enforce the provisions hereto, any person against whom such action
or proceeding is brought hereby waives the claim or defense therein that such
party or such personal representative has an adequate remedy at law, and such
person shall not offer in any such action or proceeding the claim or defense
that such remedy at law exists.

            3.4 GOVERNING LAW. This Agreement, and the rights of the parties
hereto, shall be governed by and construed in accordance with the laws of the
State of Delaware as such apply


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to agreements among Delaware residents made and to be performed entirely within
the State of Delaware.

            3.5 AMENDMENT. This Agreement may be amended only by an instrument
in writing signed by the Company and the Stockholders.

            3.6 SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.

            3.7 SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors, assigns other
legal representatives.

            3.8 ADDITIONAL SHARES. In the event that subsequent to the date of
this Agreement any shares or other securities (other than any share or security
of another corporation issued to the Company's stockholders pursuant to a plan
of merger or other reorganization satisfying the description in Article 2) are
issued on, or in exchange for, Common Shares by reasons of any stock dividend,
stock split, consolidation of shares, reclassification or consolidation
involving the Company, such shares or securities which are issued to
Stockholders shall be deemed to be Common Shares for purposes of this Agreement,
and each certificate representing such shares shall bear the legend set forth in
Section 1.3.1.

            3.9 COUNTERPARTS. This Agreement may be executed in or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same agreement.

            3.10 WAIVER. No waivers of any breach of this Agreement extended by
any party hereto any other party shall be construed as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.

            3.11 ENTIRE AGREEMENT. This Agreement and the exhibits hereto, along
with the Employment Agreements, constitute the full and entire understanding and
agreement between the parties with regard to the subject hereof and thereof and
no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants, and agreements except as specifically
set forth herein and therein.


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                  IN WITNESS WHEREOF, the parties hereto have executed the
Voting Agreement as of the date set forth in the first paragraph hereof.

COMPANY                                    STOCKHOLDERS

 NIKU CORPORATION

By:  ________________________                       ____________________________
Name:                                               Farzad Dibachi
Title:

                                                    ____________________________
                                                    Rhonda Dibachi

                                                    The Dibachi Family Trust UDT
                                                    dated 2/11/98


                                           By:      ____________________________
                                           Name:    Farzad Dibachi
                                           Title:   Trustee



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                                    EXHIBIT A

                            FORM OF IRREVOCABLE PROXY

            The undersigned, Farzad Dibachi, Rhonda Dibachi, and the Dibachi
Family Trust UDT dated 2/11/98 (the "STOCKHOLDERS"), and each of them, hereby
irrevocably (to the fullest extent permitted by law) appoint and constitute Niku
Corporation, a Delaware corporation (the "COMPANY"), the attorney and proxy of
the undersigned with full power of substitution and resubstitution, to the full
extent of the undersigned's rights with respect to all the outstanding shares of
capital stock of the Company owned of record or beneficially by the undersigned
as of the date of this proxy, which shares are specified on the final page of
this proxy (the "COMMON SHARES"). Upon the execution hereof, all prior proxies
given by the undersigned with respect to any of the Common Shares.

            This proxy is irrevocable, is coupled with an interest, is granted
pursuant to the undersigned's obligations under the Voting Agreement dated as of
November 6, 2002, between the Company and the undersigned (the "VOTING
AGREEMENT") and is granted in consideration of the Company having entered into
the Employment Agreements (as defined in the Voting Agreement) with each of
Farzad Dibachi and Rhonda Dibachi and providing the consideration specified
therein. Capitalized terms used but not defined in this irrevocable proxy have
the meanings ascribed to them in the Voting Agreement.

            The attorney and proxy named above (and its successor(s)) will be
empowered, and may exercise this irrevocable proxy, to vote the Common Shares at
any meeting of the stockholders of the Company, however called, and at every
adjournment or postponement thereof, or in connection with any solicitation of
written consents from stockholders of the Company, to vote the Common Shares (or
consent in respect of the Common Shares) in any case where the Company's Board
of Directors has made a unanimous recommendation to the Company's stockholders
to vote in favor of or against any matter presented at such meeting (or has made
a unanimous recommendation to the Company's stockholders to deliver a written
consent to any matter in respect of which written consents are solicited) in the
manner so recommended by the Company's Board of Directors (it being understood,
in the case where the Company's Board of Directors shall have changed its
recommendation in respect of such matter to the Company's stockholders, that
such vote (or consent) shall be in the manner most recently unanimously
recommended by the Company's Board of Directors).

            The undersigned acknowledges that it may not vote (or grant any
consent with respect to) the Common Shares on any matter except as specified
herein.

            Except in respect of any sale or sales of any Common Shares effected
pursuant to any public trading market for the Common Stock to a third party
unaffiliated with the Stockholders (including, without limitation, any Nasdaq
market), which shares shall no longer be deemed "Common Shares" for purposes of
this Agreement or any proxy granted pursuant hereto, this proxy shall be binding
upon the estate, executors, successors and assigns of the undersigned (including
any transferee of any of the Common Shares.


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            If any provision of this proxy or any part of any such provision is
held under any circumstances to be invalid or unenforceable in any jurisdiction,
then (a) such provision or part thereof shall, with respect to such
circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent, (b) the invalidity or unenforceability of such provision or part thereof
under such circumstances and in such jurisdiction shall not affect the validity
or enforceability of such provision or part thereof under any other
circumstances or in any other jurisdiction, and (c) the invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this proxy. Each provision of this
proxy is separable from every other provision of this proxy, and each part of
each provision of this proxy is separable from every other part of such
provision.

      This proxy shall terminate, and be of no further force and effect,
automatically upon the Expiration Date (as defined in the Voting Agreement).

[Continued on next page]


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Number of shares of common stock of the Company owned of record as of the date
of this proxy, giving effect to the exercise of the Warrant in connection with
which this proxy is being delivered: 10,362,546

Dated: November 6, 2002


           /s/ Farzad Dibachi
         -------------------------
         Farzad Dibachi


           /s/ Rhonda Dibachi
         -------------------------
         Rhonda Dibachi



         The Dibachi Family Trust UDT dated 2/11/98


         By:    /s/ Farzad Dibachi
             ---------------------
         Name: Farzad Dibachi
         Title: Trustee


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