Exhibit 10.24

BUSINESS LOAN AGREEMENT

|                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Principal                                                                                                                                                                                                                   
|$25,000,000.00                                                                                                                                                                                                              
|                                                                                                                                                                                                                            
|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 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.

CONDITIONS PRECEDENT TO EACH ADVANCE.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, Lender will make Advances (the first such Advance being hereinafter referred to as the "Initial Advance") to
Borrower. Accordingly, on the terms and subject to the conditions hereof and so long as no Event of Default has occurred under the Note, this Agreement, and/or under any of the Related Documents,
Borrower may from time to time borrow, may or shall (as the case may be) from time to time repay, and may from time to time reborrow hereunder, provided that Lender shall not be required to make any
Advance if the aggregate principal amount of all Advances outstanding would exceed $25,000,000. 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. Accordingly, on the terms and subject
to the conditions hereof and so long as no Event of Default has occurred under the Note, this Agreement, and/or under any of the Related Documents, 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:



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| | (1) |  | A full copy of Borrower's most recently filed federal income tax return and full copies of all other 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.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.

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:



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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 any Advance 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 the 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 Loan
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.

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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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                                                                                                                                                                                                                   
|$25,000,000.00                                                                                                                                                                                                              
|                                                                                                                                                                                                                            
|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, 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

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|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Principal                                                                                                                                                                                                                   
|$25,000,000.00                                                                                                                                                                                                              
|                                                                                                                                                                                                                            
|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 Twenty Five Million & 00/100 Dollars ($25,000,000.00) and (2) the unpaid principal amount of all Advances (as such term is defined in the Business Loan Agreement) made by
Lender to Borrower as Loans under the Business Loan Agreement. Borrower promises to pay interest on the unpaid outstanding principal balance of each Advance under the Business Loan Agreement. Interest
shall be calculated from the date of each Advance until repayment of each such Advance.

PAYMENT.  Borrower may repay all or any portion of the amount of any Advance under the Business Loan Agreement 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 2, 2001, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments
will be applied first to unpaid collection costs and late charges, next to accrued unpaid interest, then any remaining amount 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, Borrower understands that Lender is entitled to aminimum interest charge of $250.00.Other than

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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 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 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 or any
guarantor ceases doing business or is insolvent; or(C) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender.

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BUSINESS LOAN AGREEMENT.In addition to the terms and conditions contained in the Note, the debt evidenced by this Note is also subject
to the terms and conditions contained in that certain Business Loan Agreement dated as of October 19, 2001, executed by Borrower in favor of Lender.

SUCCESSOR INTERESTS.The terms of this Note shell 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 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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AMENDED AND RESTATED COMMERCIAL SECURITY AGREEMENT

|                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------
|Principal                                                                                                                       
|$30,000,000                                                                                                                     
|                                                                                                                                
|References in the shaded area are for Lender's Use only and do not limit the applicability of this document to a particular loan

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

THIS AMENDED AND RESTATED COMMERCIAL SECURITY AGREEMENT is entered into between Niku Corporation (referred to below as "Grantor") and
Mid-Peninsula Bank (referred to below as "Lender") as of October 19, 2001 and shall modify, amend and restate in its entirety that certain Commercial Security Agreement between
Grantor and Lender originally dated September 28, 1999. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that
Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.

1.  DEFINITIONS.  The
following words shall have the following meanings when used in this Agreement. Terms not otherwise defined in this Agreement shall
have the meanings attributed to such terms in the Uniform Commercial Code. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may
require. All references to dollar amounts shall mean amounts in lawful money of the United States of America.



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2.  OBLIGATIONS
OF GRANTOR.  Grantor warrants and covenants to Lender as follows:



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3.  INSURANCE.



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4.  GRANTOR'S
RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until the occurrence of an Event of Default and except as otherwise provided below with
respect to accounts, Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or
the Related Documents, provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect
Lender's security interest in such Collateral. Until the occurrence of an Event of Default, Grantor may collect any of the Collateral consisting of accounts. At any time after an Event of Default
exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make payments directly to Lender for application to the Indebtedness. If Lender at any time has
possession of any Collateral, whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes
such action for that purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not
of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to
protect, preserve or maintain any security interest given to secure the Indebtedness.

5.  EXPENDITURES
BY LENDER.  If not discharged or paid when due, Lender may (but shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation all taxes, liens, security interests, encumbrances, and other claims, at any time levied or placed on the Collateral
and may make Advances under either of the Notes, the Business Loan Agreements, or any Related Documents (as Lender may determine) in connection with same. Lender also may (but shall not be obligated
to) pay all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the
Note, Business Loan Agreement or Related Documents with respect to which it is so advanced (the "Applicable Expenditure Rate") from the date incurred or paid by Lender to the date of repayment by
Grantor. All such expenses shall become a part of the Indebtedness and, at Lender's option, will (a) be payable on demand, (b) be added to the balance of such Note and be apportioned
among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining term of such Note, or (c) be
treated as a balloon payment which will be due and payable at such Note's maturity. This Agreement also will secure payment of these amounts. Such right shall be in

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addition to all other rights and remedies to which Lender may be entitled upon the occurrence of an Event of Default.

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



7.  RIGHTS
TO CURE.  If any default, other than a Default on Indebtedness, is curable and if Grantor has not been given a prior notice of a breach of the
same provision of this Agreement, it may be cured (and no Event of Default will have occurred) it Grantor, after Lender sends written notice demanding cure of such default, (a) cures the
default within fifteen (15) days; or (b), if the cure

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requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

8.  RIGHTS
AND REMEDIES ON DEFAULT.  If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights of a
secured party under the California Uniform Commercial Code. In addition and without limitation, if an Event of Default occurs Lender may exercise any one or more of the following rights and remedies:



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9.  CONSENT
TO LOAN PARTICIPATION.  Grantor agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation
interests in the Indebtedness to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential
purchasers, any information or knowledge Lender may have about Grantor or about any other matter relating to the Indebtedness, and Grantor hereby waives any rights to privacy Grantor may have with
respect to such matters. Grantor additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Grantor also
agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Indebtedness and will have all the rights granted under the
participation agreement or agreements governing the sale of such participation interests. Grantor further waives all rights of offset or counterclaim that it may have now or later against Lender or
against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Grantor's obligation under the Indebtedness irrespective of the
failure or insolvency of any holder of any interest in the Indebtedness. Grantor further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any
personal claims or defenses that Grantor may have against Lender.

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



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GRANTOR
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AMENDED AND RESTATED COMMERCIAL SECURITY AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS ORIGINALLY DATED SEPTEMBER 28, 1999
AND IS AMENDED AND RESTATED IN ACCORDANCE WITH THE FOREGOING TERMS AS OF OCTOBER 19, 2001.

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

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