FORBEARANCE AGREEMENT

     THIS  FORBEARANCE  AGREEMENT (this "AGREEMENT") is made and entered into as
of  February  13,  2003,  between  EVOLVE SOFTWARE, INC., a Delaware corporation
(herein  called  "BORROWER"),  and  COMERICA  BANK-CALIFORNIA  ("BANK").

                                    RECITALS

     A.     Borrower  and  Bank  entered  into that certain Amended and Restated
Loan  Agreement  dated as of November 13, 2001, as amended by that certain First
Amendment  to  Amended  and Restated Loan Agreement and Limited Waiver, dated as
of  April  19, 2002, as further amended by that Second Amendment to  Amended and
Restated  Loan  Agreement,  dated as of September 30, 2002 (as the same may from
time to time be further modified, amended, supplemented, restated or superseded,
the  "LOAN  AGREEMENT"),  pursuant  to  which Bank agreed to extend and maintain
loans  available  to  Borrower  upon the terms and conditions contained therein.
Unless  otherwise  defined  herein, all terms defined in the Loan Agreement have
the  same  meaning  when  used  herein.

     B.     Borrower  is  presently  in  violation of the financial covenant set
forth  in  Section  8(h)  of  the  Loan Agreement that Borrower maintain minimum
revenues  of  at  least  $5,000,000 during the quarter ending December 31, 2002,
which  violation  constitutes an Event of Default under Section 10.2 of the Loan
Agreement.

     C.     Borrower  has  requested  that Bank waive the Event of Default set
forth  in  Recital B above and Bank is willing to do so, but only to the extent,
in  accordance  with  the terms, subject to the conditions, and in reliance upon
the  representations  and  warranties  set  forth  herein.


                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants  herein  set  forth and for other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, and intending to be
legally  bound,  and  to  induce Bank to enter into this Agreement, Borrower and
Bank  hereby  agree  as  follows:

     1.     BORROWER'S  ACKNOWLEDGMENT  OF  EXISTING EVENT OF DEFAULT.  Borrower
acknowledges  that  it  is  presently in violation of the financial covenant set
forth  in Section 8(h) of the Loan Agreement for the quarter ending December 31,
2002  (the  "APPLICABLE  DEFAULT").

     2.     BANK'S  AGREEMENT  TO  FORBEAR  ACTION BASED ON APPLICABLE DEFAULT.
Bank  hereby  agrees  to  forbear,  until  March  15,  2003, from exercising any
remedies  arising from the occurrence of any default or Event of Default that is
caused  solely  by  the Applicable Default; provided, however, that Bank, in its
sole  and absolute discretion, may terminate such forbearance without any notice
or  demand of any kind whatsoever if any default or Event of Default, other than
the  Applicable  Default, occurs under the Loan Agreement or this Agreement. The
forbearance set forth in this Section 2 shall not constitute a waiver by Bank of
the  existence of

                              FORBEARANCE AGREEMENT


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the  Applicable  Default.  Bank  shall  not be under any obligation to waive the
Applicable  Default  or  to grant any further forbearances with respect thereto.
This  Agreement  shall  not  constitute  a  waiver  or agreement to forbear with
respect  to  any  other  default  or  Event  of  Default that might now exist or
hereafter  arise under the Loan Agreement or this Agreement, whether of the same
or  a  different  nature.

     3.     CONDITIONS  PRECEDENT.  The legal effectiveness of this Agreement is
subject  to  the  satisfaction  of  all  of  the following conditions precedent:

          3.1     EXECUTED  AGREEMENT  Bank  shall  have received this Agreement
duly  executed  and  delivered  by  Borrower  and  the  same  shall  have become
effective.

          3.2     FINANCIAL CONDITION.  There shall have occurred no material
adverse  change  in the financial condition or prospects of Borrower as shown on
the  most  recent  financial  statements submitted to Bank or disclosed to Bank,
respectively,  and  relied  upon  by  Bank  in  entering  into  this  Agreement.

          3.3     DEFAULT.  Other  than Applicable  Default, no Event of Default
has  occurred  that  remains  uncured  and is continuing or will result from the
consummation  of  the  transactions  contemplated  by  this Agreement that would
constitute  an  Event  of  Default.

          3.4     PAYMENT  OF  FEES. Bank shall have received reimbursement from
Borrower  of its costs and expenses incurred (including, without limitation, its
attorneys'  fees  and  expenses)  in  connection  with  this  Agreement  and the
transactions  contemplated  hereby.

          3.5     OTHER DOCUMENTS. Bank shall have received such other
documents, information and items from Borrower as it shall reasonably request to
effectuate  the  transactions  contemplated  hereby.

     4.     REAFFIRMATION  AND  ACKNOWLEDGEMENT.  Borrower  hereby reaffirms its
obligations under the Loan Documents and ratifies and reaffirms the validity and
enforceability  of all of the liens and security interests heretofore granted to
Bank  pursuant to the Loan Documents, as collateral security for the obligations
of  Borrower  under  the  Loan  Agreement  and  the  other  Loan  Documents, and
acknowledges  that  all of such liens and security interests, and all Collateral
heretofore  pledged as security for such obligations, continues to be and remain
collateral  for  such  obligations  from  and  after  the  date  hereof.

     5.     REPRESENTATIONS  AND  WARRANTIES.  In  order to induce Bank to enter
into this Agreement, Borrower hereby represents and warrants to Bank as follows:

          5.1     Immediately  after  giving  effect  to  this Agreement (i) the
representations and warranties contained in the Loan Documents (other than those
which  expressly  relate to a different date) are true, accurate and complete in
all  material  respects  as  of  the date hereof and (ii) no Default or Event of
Default  has  occurred  and  is  continuing;

                              FORBEARANCE AGREEMENT


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          5.2     Borrower  has the power and  authority to execute and deliver
this  Agreement  and  to  perform  its  obligations under the Loan Agreement, as
amended by this Agreement, and each of the other Loan Documents to which it is a
party;  and

          5.3     The  execution  and delivery by Borrower of this Agreement and
the  performance  by  Borrower  of its obligations under the Loan Agreement, and
each  of  the  other  Loan  Documents  to  which  it  is  a party have been duly
authorized  by  all  necessary  corporate  action  on  the  part  of  Borrower.

     6.     FULL  FORCE  AND  EFFECT;  ENTIRE  AGREEMENT.  Except  to the extent
expressly  provided  in  this  Agreement,  the  terms and conditions of the Loan
Agreement  and  the  other Loan Documents shall remain in full force and effect.
This  Agreement  and  the other Loan Documents constitute and contain the entire
agreement  of  the  parties  hereto  and supersede any and all prior agreements,
negotiations,  correspondence,  understandings  and  communications  between the
parties,  whether  written  or  oral, respecting the subject matter hereof.  The
parties  hereto  further  agree  that  the  Loan  Documents  comprise the entire
agreement  of  the  parties  thereto and supersede any and all prior agreements,
negotiations,  correspondence,  understandings  and other communications between
the  parties thereto, whether written or oral respecting the extension of credit
by  Bank  to  Borrower  and/or  its  affiliates.

     7.     COUNTERPARTS;  EFFECTIVENESS.  This Agreement may be executed in any
number  of  counterparts,  each  of  which  when so delivered shall be deemed an
original,  but all such counterparts taken together shall constitute but one and
the  same  instrument.  Each  such  agreement  shall  become  effective upon the
execution  of  a counterpart hereof or thereof by each of the parties hereto and
telephonic  notification  that  such  executed counterparts has been received by
Borrower  and  Bank.

                              FORBEARANCE AGREEMENT


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IN  WITNESS  WHEREOF, each of the parties hereto has caused this Agreement to be
executed  and  delivered  by  its  duly  authorized officer as of the date first
written  above.

BANK:                                                 BORROWER:

COMERICA  BANK-CALIFORNIA                             EVOLVE  SOFTWARE,  INC.,
                                                      a  Delaware  corporation


By: /S/ Philip Koblis                                 By:  /S/ Arthur T. Taylor
   ------------------                                    ----------------------
Name: Philip Koblis                                   Name: Arthur T. Taylor
Title: Assistant Vice President                       Title: Vice President, CFO

                              FORBEARANCE AGREEMENT


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