Exhibit 10.25

BUSINESS LOAN AGREEMENT (ASSET BASED)

|                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Principal                                                                                                                                                                                                                   
|$5,000,000.00                                                                                                                                                                                                               
|                                                                                                                                                                                                                            
|References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

|         
|---------
|Borrower:
|         

THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated October 19, 2001, is made and executed between Niku Corporation ("Borrower") and
Mid-Peninsula Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or
other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or
extending any Loan hereunder, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement, and (B) the Loan shall be and remain subject to the
terms and conditions of this Agreement.

TERM.This Agreement shall be effective as of October 19, 2001, and shall continue in full force and effect until such time as
the Loan has been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this
Agreement.

LINE OF CREDIT.On the terms and subject to the conditions set forth in this Agreement, from time to time, on any business day after the
date hereof and prior to the maturity date indicated above, and so long as no Event of Default has occurred under the Note, this Agreement, and/or under any of the Related Documents, Lender agrees to
make Advances to Borrower from time to time from the date of this Agreement to the Expiration Date, provided the aggregate amount of such Advances outstanding at any time does not exceed the Borrowing
Base. Lender's Advances shall be evidenced by the Note, with appropriate entries on Lender's records to reflect the outstanding principal balance owing thereunder following each Advance and full or
partial repayment thereof, all interest accruing on such Advances, and all Lender's Expenditures, attorneys' fees and expenses, and other fees, charges, and other expenses which are then due and
payable as specified in this Agreement or any Related Document. All Advances, all interest, all Lender's Expenditures and all attorneys' and other fees, charges, and other expenses which are from time
to time due and payable as specified in this Agreement or any Related Document are and shall be due and payable on demand by Lender. Lender is hereby authorized and empowered to pay itself for any
Advances, interest, Lender's Expenditures, and/or any attorneys' and other fees, charges, and other expenses which are from time to time due and payable as specified in this Agreement or any Related
Document and charge same to any deposit or other accounts maintained or established by Borrower with Lender and/or to make Advances under this Agreement or any Related Document in connection with
same. Within the foregoing limits, Borrower may borrow, partially or wholly prepay, and reborrow under this Agreement as follows:



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| | (1) |  | Lender shall have received evidence that this Agreement and all Related Documents have been duly authorized, executed, and delivered by Borrower to London.                                                                                                                      
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) |  | Lender shall have received such opinions of counsel, supplemental opinions, and documents as Lender may request.                                                                                                                                                                 
| | (3) |  | The Security Interests in the Collateral shall have been duly authorized, created, and perfected with first lien priority and shall be In full force and effect.                                                                                                                 
| | (4) |  | Lender, at its option, at such time or times as Lender may designate, at Borrower's expense, and for Lender's sole benefit, shall have conducted an audit of Borrower's Accounts, books, records, and operations, and Lender shall be reasonably satisfied
as to their condition.
| | (5) |  | Borrower shall have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and payable.                                                                                                                              
| | (6) |  | There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement, and Borrower shall have delivered to Lender the compliance certificate called for in the paragraph below titled "Compliance
Certificate."          



COLLATERAL.To secure payment of the Loan and performance of all other Loan obligations and duties owed by Borrower to Lender, Borrower
(and its Subsidiaries, if required) grants to Lender the Security Interests granted pursuant to the Security Agreement. Lender's Security interests in the Collateral shall be continuing liens and
shall include the proceeds and products of the Collateral, including without limitation the proceeds of any insurance. With respect to the Collateral, Borrower agrees and represents and warrants to
Lender:



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CONDITIONS PRECEDENT TO EACH ADVANCE.Lender's obligation to make the Initial Advance and each subsequent Advance under this Agreement
shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.



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REPRESENTATIONS AND WARRANTIES.Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each
disbursement of Loan proceeds, as of the date of any renewal, extension or modification of the Loan, and at all times any Indebtedness exists:



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AFFIRMATIVE COVENANTS.Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:



| | (1) |  | A full copy of Borrower's most recently filed federal income tax return and full copies of all other full federal tax returns filed after the date of this Agreement within fifteen (15) days of filing, but in no more
than one hundred twenty (120) days after Borrower's fiscal year-end unless extended in accordance with applicable law.
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| | (2) |  | Quarterly submission of Form 10-Q report within fifteen (15) days of filing.                                                                                                                                                                                                                                                                  
| | (3) |  | Annual Form 10-K report within fifteen (15) days of filing.                                                                                                                                                                                                                                                                                   
| | (4) |  | Monthly financial statements within fifteen (15) days after the end of each calendar month, including (without limitation) a balance sheet, a profit and loss statement, an aged balance of outstanding accounts receivable and accounts
payable.                                                                                             



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RECOVERY OF ADDITIONAL COSTS.If the imposition of or any change in any law, rule, regulation or guideline, or the Interpretation or
application of any thereof by any court or administrative or governmental authority (including any request or policy not having the force of law) shall impose, modify or make applicable any taxes
(except federal, state or local income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obligations which would (A) increase the cost to
Lender for extending or maintaining the credit facilities to which this Agreement relates, (B) reduce the amounts payable to Lender under this Agreement or the Related Documents, or
(C) reduce the rate of return on Lender's capital as a consequence of Lender's obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay
Lender such additional amounts as will compensate Lender therefor, within five (5) days after Lender's written demand for such payment, which demand shall be accompanied by an explanation of
such imposition or charge and a calculation in reasonable detail of the additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error.

LENDER'S EXPENDITURES.If any action or proceeding is commenced that would materially adversely affect Lender's interest in the
Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for
insuring, maintaining and preserving any Collateral. All such expenditures ("Lender's Expenditures") incurred or paid by Lender for such purposes will then bear interest at the rate charged under the
Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such Lender's Expenditures will become a part of the Indebtedness and, at Lenders option will (A) be
payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity.

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NEGATIVE COVENANTS.Borrower covenants and agrees with Lender that while this Agreement is in effect, from and after the date hereof,
Borrower shall not, and shall not permit any Subsidiary of Borrower to, without the prior written consent of Lender:



CESSATION OF ADVANCES.If Lender has made any commitment to make any Advance to Borrower under this Agreement or any loan under any
other agreement, Lender shall have no obligation to make Advances or to disburse such loan proceeds if: (A) Borrower is in default under the terms of this Agreement or any of the Related
Documents or any other agreement that Borrower has with Lender; (B) Borrower becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; or
(C) there occurs a material adverse change in the aggregate value of the Collateral securing any Loan.

DEFAULT.Each of the following shall constitute an Event of Default under this Agreement:



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EFFECT OF AN EVENT OF DEFAULT.If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related
Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Advances or disbursements), and, at Lender's option, all indebtedness immediately will become due and payable, all without notice of any kind to Borrower,
except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the
rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be
cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take
action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies.

EXHIBIT A.Exhibit A is attached to this Agreement and, by this reference, is made a part of this Agreement just as if all of the
provisions, terms, and conditions of Exhibit "A" had been fully set forth in this Agreement.

DEPOSIT RELATIONSHIP.Borrower agrees that until such time as Borrower is no longer subject to the terms of this Agreement, any Related
Document, any other credit agreement(s) with Lender, Borrower shall maintain all of its cash and cash equivalents in accounts established and maintained with Lender and Borrower's primary deposit
account(s) will be placed and maintained with Lender, or a bank affiliated with Lender, except for amounts as may be reasonably be required for the operation and maintenance of Borrower's operations
outside of the Untied States.

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ACCOUNT RECEIVABLE AUDITS.Bank shall have received, reviewed and approved an audit of Borrower's Accounts and of the Account Debtors
under such Accounts prior to the Initial Advance under this Agreement. Audits of accounts receivable may be conducted annually, or at such frequency as Lender shall require. Borrower to pay for all
loan origination costs including but not limited to, audit fees, attorney fees, search and filing fees, or any other action necessary for documentation of the proposed facilities.

MISCELLANEOUS PROVISIONS.The following miscellaneous provisions are a part of this Agreement:



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DEFINITIONS.The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless
specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural,
and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform
Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on
the date of this Agreement:

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| | (1) |  | Accounts with respect to which the Account Debtor is employee or, other than resellers of Borrower's and its Subsidiaries' products, agent of Borrower.                 
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| | (2) |  | Accounts with respect to which the Account Debtor is a subsidiary of, or affiliated with Borrower.                                                                      
| | (3) |  | Accounts with respect to which goods are placed on consignment, guaranteed sale, or other terms by reason or which the payment by the Account Debtor may be conditional.
| | (4) |  | Accounts with respect to which either the Account Debtor or the Subsidiary generating such Account (if applicable) is not a resident of the United States.              
| | (5) |  | Accounts with respect to which Borrower is or may become liable to the Account Debtor for goods sold or services rendered by the Account Debtor to Borrower.            

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| | (6)  |  | Accounts which are subject to dispute, counterclaim, or setoff.                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| | (7)  |  | Accounts with respect to which the goods have not been shipped or delivered, or the services have not been rendered, to the Account Debtor.                                                                                                                                                                                                                                                                                                                                                             
| | (8)  |  | Accounts with respect to which Lender, in its sole discretion, deems the creditworthiness or financial condition of the Account Debtor to be unsatisfactory.                                                                                                                                                                                                                                                                                                                                            
| | (9)  |  | Accounts of any Account Debtor who has filed or has had filed against it a petition in bankruptcy or an application for relief under any provision of any stale or federal bankruptcy, insolvency, or debtor-in-relief acts; or who has had appointed a
trustee, custodian, or receiver for the assets of such Account Debtor; or who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become
due.
| | (10) |  | Accounts with respect to which the Account Debtor is the United States government or any department or agency of the United States.                                                                                                                                                                                                                                                                                                                                                                     
| | (11) |  | Accounts which have not been paid in full within [90] days from the invoice date. The entire balance of any Account of any single Account Debtor will be ineligible whenever the portion of the Account which has not been paid within [90] days from the
invoice date is in excess of20.000% of the total amount outstanding on the Account.                                                                                                                                                           
| | (12) |  | That portion of the Accounts of any single Account Debtor which exceeds25.000% of all of Borrower's Accounts.                                                                                                                                                                                                                                                                                                                                                                                           
| | (13) |  | C.O.D. accounts, cash accounts, non-customer miscellaneous accounts and finance charges incurred on past due account balances.                                                                                                                                                                                                                                                                                                                                                                          
| | (14) |  | Accounts in which the Borrower fails to provide Lender with requested financial information concerning the subject accounts. (Although certain concentrations are examined on a case-by-case basis, Lender's standard procedure is to request D &
B reports or financial statements on all potential concentrations greater than 25%.)                                                                                                                                                                  
| | (15) |  | Unbilled accounts receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (16) |  | Accounts not due within sixty (60) days after the date of invoice.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (17) |  | Refundable maintenance contract accounts receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (18) |  | Bonded accounts receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (19) |  | Retainages (amounts withheld from billing and which may not be due depending on acceptable performance or completion of a contract.)                                                                                                                                                                                                                                                                                                                                                                    



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BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED OCTOBER 19,
2001.

|BORROWER:          |                                                           
|------------------ | ----------------------------------------------------------
|NIKU CORPORATION   |                                                           
|By:                |                                                           
|                   | Joshua Pickus, Chief Financial Officer of Niku Corporation
|LENDER:            |                                                           
|MID-PENINSULA BANK |                                                           
|By:                |                                                           
|                   | Authorized Signer                                         

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EXHIBIT "A" TO BUSINESS LOAN AGREEMENT

|                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Principal                                                                                                                                                                                                                   
|$5,000,000.00                                                                                                                                                                                                               
|                                                                                                                                                                                                                            
|References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

|         
|---------
|Borrower:
|         

This EXHIBIT "A" TO BUSINESS LOAN AGREEMENT is attached to and by this reference is made a part of the Business Loan Agreement (Asset
Based), dated October 19, 2001, and executed in
connection with a loan or other financial accommodations between MID-PENINSULA BANK and Niku Corporation.

ADDITIONAL PROVISION

As
applicable, the definition(s) of the following financial covenants and/or defined terms contained in this Business Loan Agreement are amended to read as follows:

Working Capital.The words "Working Capital" mean Borrower's current assets (excluding any prepaid expenses) less current liabilities.

Tangible Net Worth.The words "Tangible Net Worth" mean Borrower's total assets excluding all intangible assets (i.e., goodwill, trademarks, patents,
copyrights, franchises, capitalized software, covenants not to compete, organizational costs, investments, employee/owner and intercompany accounts receivable and similar intangible items) less total
debt, excluding subordinated debt and less any accounts, accounts receivable, notes receivable or similar rights to payment from any Subsidiary.

Cash Flow.The words "Cash Flow" mean Borrower's net income after taxes, exclusive of extraordinary gains and income, plus depreciation and amortization
less cash dividends, distributions and withdrawals, and repurchase of treasury stock.

Debt / Worth Ratio.The ratio "Debt / Worth" means Borrower's Total Liabilities, excluding subordinated debt, divided by Borrower's Tangible Net Worth.

THIS EXHIBIT "A" TO BUSINESS LOAN AGREEMENT IS EXECUTED ON OCTOBER 19, 2001.

|BORROWER:          |                                                           
|------------------ | ----------------------------------------------------------
|NIKU CORPORATION   |                                                           
|By:                |                                                           
|                   | Joshua Pickus, Chief Financial Officer of Niku Corporation
|LENDER:            |                                                           
|MID-PENINSULA BANK |                                                           
|By:                |                                                           
|                   | Authorized Signer                                         

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PROMISSORY NOTEAsset Based Loan Agreement

|                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Principal                                                                                                                                                                                                                   
|$5,000,000.00                                                                                                                                                                                                               
|                                                                                                                                                                                                                            
|References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.

|         
|---------
|Borrower:
|         

|Principal Amount: $25,000,000.00 | Rate: 7.000% | Date of Note: October 19, 2001
|-------------------------------- | ------------ | ------------------------------

PROMISE TO PAY.  ON DEMAND BY LENDER OR, IF NO DEMAND IS MADE, THEN OTHERWISE IN ACCORDANCE WITH THE COVENANTS, TERMS AND CONDITIONS OF THIS NOTE, Niku
Corporation ("Borrower") promises to pay to Mid-Peninsula Bank ("Lender"), or order, in lawful money of the United States of America, the lesser of (1) the principal amount of Five
Million & 00/100 Dollars ($5,000,000.00) and (2) the unpaid principal amount of all Advances (as such term is defined in the Business Loan Agreement (Asset Based)) made by Lender to
Borrower as Loans under the Business Loan Agreement (Asset Based). Borrower promises to pay interest on the unpaid outstanding principal balance of each Advance. Interest shall be calculated from the
date of each advance until repayment of each Advance.

PAYMENT.  Borrower may repay all or any portion of the amount of any Advance under the Business Loan Agreement (Asset Based) at any time (together with accrued
but unpaid interest thereon), but in any case shall pay all outstanding amounts on July 2, 2002.All Advances, all interest, all Lender's Expenditures [as
defined in the Business Loan Agreement (Asset Based)] and all attorneys' and other fees, charges, and other expenses which are from time to time due and payable as specified in this
Agreement or any Related Document are and shall be due and payable on demand by Lender. Lender is hereby authorized and empowered to pay itself for any Advances, interest, Lender's Expenditures,
and/or any attorneys' and other fees, charges, and other expenses which are from time to time due and payable as specified in this Agreement or any Related Document and charge same to any deposit or
other accounts maintained or established by Borrower with Lender and/or to make Advances under this Note or any Related Document in connection with same. Absent any demand or payment by Lender to
itself in accordance with the authority contained in this Note, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each interest payment date,
the first of which shall be November 15, 2001, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agree or required by applicable law,
payments will be applied first to any unpaid collection costs and late charges, next to accrued unpaid interest, and any remaining amount then to principal. The annual interest rate for this Note is
computed on a 365/360 basis; that is, by
applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding.Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

INTEREST RATE.The interest rate on this Note is and shall be seven percent (7%) per annum compounded daily. NOTICE:Under no
circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT; MINIMUM INTEREST CHARGE.Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the
date of the loan and will not be subject to refund upon early payment whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of the
amounts outstanding at any time under this Note,

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Borrower understands that Lender is entitled to aminimum interest charge of $250.00.Other than Borrower's obligation to pay any minimum interest
charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's
obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full",
"without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any
further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of
the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Mid-Peninsula Bank, Palo Alto Main,
420 Cowper Street, Palo Alto, CA 94301.

LATE CHARGE.If a payment is 10 days or more late, Borrower will be charged5.000% of the unpaid portion
of the regularly scheduled payment.

INTEREST AFTER DEFAULT.Upon Borrower's failure to pay all amounts declared due pursuant to this section, including failure to pay upon
final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 4.000 percentage points over the interest rate that would have
been applicable had no such Event of Default occurred.

DEFAULT.Each of the following shall constitute an event of default ("Event of Default") under this Note:



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LENDER'S RIGHTS.Upon the occurrence of an Event of Default, Lender may declare the entire unpaid principal balance on this Note and all
accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES.Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees,
expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums
provided by law.

GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of California. This Note has been accepted by
Lender in the State of California.

CHOICE OF VENUE.If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Santa Clara
County, State of California.

COLLATERAL.Borrower acknowledges this Note is secured by the Collateral as described in that certain Amended and Restated Commercial
Security Agreement dated October 19, 2001.

LINE OF CREDIT.This Note evidences a revolving line of credit. Advances under this Note may be requested orally by Borrower or as
provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing on the day of the request. All communications, instructions, or directions by telephone or
otherwise to Lender are to be directed to Lender's office shown above. The following persons currently are authorized, except as provided in this paragraph, to request advances and authorize payments
under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of their authority:Joshua Pickus, Chief Financial
Officer of Niku Corporation; Farzad Dibachi, Chief Executive Officer of Niku Corporation; and Naomi Estep, Controller of Niku Corporation. Borrower agrees to be liable for all
sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on
this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds
under this Note if: (A) Borrower is in default under the terms of this Note or any agreement that Borrower has with Lender, including any agreement made in connection with the signing of this
Note; (B) Borrower ceases doing business or is insolvent; or

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(D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender.

BUSINESS LOAN AGREEMENT (ASSET BASED).In addition to the terms and conditions contained in the Note, it is also subject to the terms
and conditions contained in that certain Business Loan Agreement (Asset Based) dated as of October 19, 2001, executed by Borrower in favor of Lender.

SUCCESSOR INTERESTS.The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS.Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower, to
the extent allowed by law, waives any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, Borrower shall not be released from liability. Borrower agrees that Lender may renew or extend (repeatedly and for any length of time) this Note and/or the Business Loan
Agreement (Asset Based) or release any party or collateral; or impair, fail to realize upon or perfect Lender's security Interest in the collateral; and take any other action deemed necessary by
Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE
NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

|BORROWER:        |                                                           
|---------------- | ----------------------------------------------------------
|NIKU CORPORATION |                                                           
|By:              |                                                           
|                 | Joshua Pickus, Chief Financial Officer of Niku Corporation

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