ELEVENTH AMENDMENT TO LEASE

THIS ELEVENTH AMENDMENT TO LEASE (this "Eleventh Amendment")is made this 13th day of August, between **Spieker Properties,L.P.**, a California limited partnership, (the "Landlord"), andSiebel Systems, Inc., (the "**Tenant**").

WHEREAS, Landlord and Tenant entered into a Lease dated August 24,1994, (as amended, the "Lease"), for those certain premises located at1900 Powell Street, Emeryville, California (the "Premises"), as morefully described in the Lease.  Capitalized terms used but not otherwise definedherein shall have the meanings given them in the Lease; and

	**WHEREAS**, Landlord and Tenant desire to modify the Leaseaccordingly.

	**NOW, THEREFORE**, in consideration of the covenants and agreementscontained herein the parties hereby mutually agree as follows:

Premises
.
  The Premises shall be increasedto include approximately eighteen thousand four hundred fifty six (16,953)square feet of rentable area (the "Expansion Premises"), whichExpansion Premises includes a portion of the Building common area and is locatedon the eleventh (11th) floor of the Building.  The  Expansion Premises, areapproximately as shown on the attached 
Exhibit A
 and outlined inred.

**Term
.  The Term with respect to theExpansion Premises shall commence upon the date which Landlord delivers thePremises to Tenant, which is estimated to be November 14, 1999, but shall be nolater than January 21, 2000 (the "
Delivery Date
") and shallexpire on March 31, 2001.  Landlord and Tenant hereby agree that Landlord maydeliver portions of the Expansion Premises to Tenant when said portions of theExpansion Premises become available.  Landlord estimates that it may be able todeliver approximately 2,110 rentable square feet near September 30, 1999.  Insuch case where less than the entire Expansion Premises is delivered to Tenant,the Rent for said portion of the Expansion Premises shall be charged at the samerate per rentable square foot as stated in Paragraph 4 of this EleventhAmendment. Landlord shall have no liability to Tenant for any damages resultingfrom any delay in delivering possession of the Expansion Premises to Tenant;provided, however, that Landlord shall make reasonable efforts deliverpossession of the Expansion Premises to Tenant as provided herein.

**Occupancy Density
.
  Upon the Delivery Date,the Occupancy Density for the Expansion Premises shall be 123people.

4.	**Rent.**  Base Rent for the ExpansionPremises shall be as follows:

Delivery Date through 3/31/01: 
Forty-one thousand five hundred twenty-six dollars and no cents ($38,144.25)per month plus operating expenses per Paragraph 4.3 of the Lease over thecalendar year 1999.  

Tenant's Proportionate Share
.
  Upon theDelivery Date, Tenant's proportionate share for the Expansion Premises shall be7.83%.  Tenant's Proportionate Share for the Premises, including the ExpansionPremises, shall be 34.60%.

**Tenant Improvements.
  Tenant agrees toaccept the Expansion Premises "as is" condition; provided, however,that, pursuant to the terms of Paragraph 6 of Amendment Number Ten to the Lease,shall provide Tenant with a Tenant Improvement Allowance in the amount of$14,071.00. Said Tenant Improvement Allowance shall be disbursed pursuant to theterms and conditions of Paragraph 6 of Amendment Number Ten to the Lease. Uponexecution of this Amendment Eleven, the Expansion Option as provided inParagraph 6 of Amendment Number Ten to the Lease is hereby exercised by Tenantand Tenant shall have no further expansion rights thereunder.

**Extension
.  Landlord and Tenant herebyagree that the Term of the Lease for the Premises, including the ExpansionPremises, which Premises consists of approximately fifty seven thousand ninehundred sixty nine (57,969) square feet of rentable area on the 7
th
,8
th
, and 9
th
 Floors, and a portion of the 10
th
Floor, is hereby renewed and extended for an additional term of approximatelysix (6) months, to commence upon the 1
st
 day of October, 2000, and toend on the last day of March, 2001, subject to all of the provisions of thecovenants and agreements contained in the Lease.

All other terms and conditions of the Lease shall remain infull force and effect and shall apply to the Premises, including the ExpansionPremises.

Except as expressly modified above, all terms and conditions of the Leaseremain in full force and effect and are hereby ratified and confirmed.
**IN WITNESS WHEREOF, the parties hereto have entered into this EleventhAmendment as of the date first written above.

 

LANDLORD**:						**TENANT**:**
Spieker Properties, L.P., 				Siebel Systems, Inc.,

a California limited partnership			a Delaware corporation

By:	Spieker Properties, Inc.	

	a Maryland corporation

	its General Partner

 

  By:_____________________________		  By:_____________________	

 	John Winther					  	______________________

  Its:	Senior Vice President			  	Its:	______________________

						

 

 

 

 

 

 

 

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