EVOLVE SOFTWARE, INC.

            AMENDED AND RESTATED 2002 NONSTATUTORY STOCK OPTION PLAN

     1.     Purposes  of  the  Plan.  The  purposes  of  this Nonstatutory Stock
            -----------------------
Option  Plan  are:

            -     to  attract  and  retain  the  best  available  personnel  for
                  positions  of  substantial  responsibility,

            -    to  provide  additional  incentive  to  Service Providers, and

            -    to  promote  the  success  of  the  Company's  business.

            Options granted under the Plan will be Nonstatutory Stock Options.

     2.     Definitions.  As used herein, the following definitions shall apply:
            -----------

            (a)  "Administrator"  means  the  Board  or any of its Committees as
                  -------------
shall be administering the Plan, in accordance with Section 4 of the Plan.

            (b) "Applicable Laws" means the requirements relating to the
                 ---------------
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.

            (c) "Board" means the Board of Directors of the Company.
                 -----
            (d) "Code" means the Internal Revenue Code of 1986, as amended.
                 ----
            (e) "Committee" means a committee of Directors appointed by the
                 ---------
Board in accordance with Section 4 of the Plan.

            (f) "Common Stock" means the Common Stock of the Company.
                 ------------
            (g) "Company" means Evolve Software, Inc., a Delaware corporation.
                 -------
            (h) "Consultant" means any person, including an advisor, engaged by
                 ----------
the Company or a Parent or Subsidiary to render services to such entity.

            (i) "Director" means a member of the Board.
                 --------
            (j) "Disability" means total and permanent disability as defined in
                 ----------
Section 22(e)(3) of the Code.


<PAGE>
            (k) "Employee" means any person, including Officers, employed by the
                 --------
Company or any Parent or Subsidiary of the Company. A Service Provider shall not
cease to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

            (l) "Exchange Act" means the Securities Exchange Act of 1934, as
                 ------------
amended.

            (m) "Fair Market Value" means, as of any date, the value of Common
                 -----------------
Stock determined as follows:

               (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

               (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

            (n) "Notice of Grant" means a written or electronic notice
                 ---------------
evidencing certain terms and conditions of an individual Option grant. The
Notice of Grant is part of the Option Agreement.

            (o) "Officer" means a person who is an officer of the Company within
                 -------
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

            (p) "Option" means a nonstatutory stock option granted pursuant to
                 ------
the Plan, that is not intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated
thereunder.

            (q) "Option Agreement" means an agreement between the Company and an
                 ----------------
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

            (r) "Optioned Stock" means the Common Stock subject to an Option.
                 --------------
            (s) "Optionee" means the holder of an outstanding Option granted
                 --------
under the Plan.


                                                                             -2-
<PAGE>
            (t) "Parent" means a "parent corporation," whether now or hereafter
                 ------
existing, as defined in Section 424(e) of the Code.

            (u) "Plan" means this Amended and Restated 2002 Nonstatutory Stock
                 ----
Option Plan.

            (v) "Service Provider" means an Employee, Consultant or Director.
                 ----------------
            (w) "Share" means a share of the Common Stock.
                 -----
            (x) "Subsidiary" means a "subsidiary corporation," whether now or
                 ----------
      hereafter existing, as defined in Section 424(f) of the Code.

     3.     Stock  Subject to the Plan.  Subject to the provisions of Section 12
            --------------------------
of  the  Plan,  the maximum aggregate number of Shares which may be optioned and
sold  under  the  Plan  is  3,500,000 Shares.  The Shares may be authorized, but
unissued,  or  reacquired  Common  Stock.

            If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated).

     4.     Administration  of  the  Plan.
            -----------------------------

            (a) Administration. The Plan shall be administered by (i) the Board
                --------------
or (ii) a Committee, which committee shall be constituted to satisfy Applicable
Laws.

            (b) Powers of the Administrator. Subject to the provisions of the
                ---------------------------
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

               (i) to determine the Fair Market Value of the Common Stock;

               (ii) to select the Service Providers to whom Options may be
granted hereunder;

               (iii) to determine whether and to what extent Options are granted
hereunder;

               (iv) to determine the number of shares of Common Stock to be
covered by each Option granted hereunder;

               (v) to approve forms of agreement for use under the Plan;

               (vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Options may be exercised (which may be based on


                                                                             -3-
<PAGE>
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or the
shares of Common Stock relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, shall determine;

               (vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted;

               (viii) to institute an Option Exchange Program;

               (ix) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

               (x) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to subplans
established for the purpose of satisfying applicable foreign laws;

               (xi) to modify or amend each Option (subject to Section 14(b) of
the Plan), including the discretionary authority to extend the posttermination
exercisability period of Options longer than is otherwise provided for in the
Plan;

               (xii) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option previously granted by
the Administrator;

               (xiii) to determine the terms and restrictions applicable to
Options;

               (xiv) to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option that number of Shares having a Fair Market Value equal to
the minimum amount required to be withheld. The Fair Market Value of the Shares
to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined. All elections by an Optionee to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable; and

               (xv) to make all other determinations deemed necessary or
advisable for administering the Plan.

            (c) Effect of Administrator's Decision. The Administrator's
                ----------------------------------
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.

     5.     Eligibility.  Options may be granted to Service Providers; provided,
            -----------
however,  that  notwithstanding  anything to the contrary contained in the Plan,
Options  may  not be granted to Officers and Directors, other than as inducement
grants  for  newly  appointed  Officers  and  Directors.


                                                                             -4-
<PAGE>
     6.     Limitation. Neither the Plan nor any Option shall confer upon an
            ----------
Optionee any right with respect to continuing the Optionee's relationship as a
Service Provider with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.

     7.     Term  of  Plan.  The Plan shall become effective upon its adoption
            --------------
by the Board. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 14 of the Plan.

     8.     Term of Option. The term of each Option shall be stated in the
            --------------
Option Agreement.

     9.     Option  Exercise  Price  and  Consideration.
            -------------------------------------------

            (a) Exercise Price.
                --------------

               (i) With respect to Shares granted to a Service Provider who, at
the time of grant of such Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the exercise price shall be not less than 110% of the Fair Market
Value per Share on the date of grant.

               (ii) With respect to Shares granted to any other Service
Provider, the per Share exercise price shall be no less than 85% of the Fair
Market Value per Share on the date of grant.

               (iii) Notwithstanding the foregoing, Options may be granted with
a per Share exercise price of less than 100% of the Fair Market Value on the
date of grant pursuant to a merger or other corporate transaction.

            (b) Waiting Period and Exercise Dates. At the time an Option is
                ---------------------------------
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised.

            (c) Form of Consideration. The Administrator shall determine the
                ---------------------
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:

               (i) cash;

               (ii) check;

               (iii) promissory note;

               (iv) other Shares, provided Shares acquired from the Company, (A)
have been owned by the Optionee for more than six (6) months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Option shall be
exercised;


                                                                             -5-
<PAGE>
               (v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;

               (vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Companysponsored deferred compensation program or arrangement;

               (vii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws; or

               (viii) any combination of the foregoing methods of payment.

     10.     Exercise  of  Option.
             --------------------

            (a) Procedure for Exercise; Rights as a Shareholder. Any Option
                -----------------------------------------------
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Except in the case of Options granted to
Officers, Directors, and Consultants, Options shall become exercisable at a rate
of no less than 20% per year over five (5) years from the date the Options are
granted. An Option may not be exercised for a fraction of a Share.

               An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.

               Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

            (b) Termination of Relationship as a Service Provider. If an
                -------------------------------------------------
Optionee ceases to be a Service Provider, such Optionee may exercise his or her
Option within thirty (30) days of termination, or such longer period of time as
specified in the Option Agreement, to the extent that the Option is vested on
the date of termination (but in no event later than the expiration of the term
of the Option as set forth in the Option Agreement). If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option


                                                                             -6-
<PAGE>
shall revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified by the Administrator, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

            (c) Disability of Optionee. If an Optionee ceases to be a Service
                ----------------------
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within six (6) months of termination, or such longer period of
time as specified in the Option Agreement, to the extent the Option is vested on
the date of termination (but in no event later than the expiration of the term
of such Option as set forth in the Option Agreement). If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

            (d) Death of Optionee. If an Optionee dies while a Service Provider,
                -----------------
the Option may be exercised within six (6) months following Optionee's death, or
such longer period of time as specified in the Option Agreement, to the extent
that the Option is vested on the date of death (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement) by
the Optionee's designated beneficiary, provided such beneficiary has been
designated prior to Optionee's death in a form acceptable to the Administrator.
If no such beneficiary has been designated by the Optionee, then such Option may
be exercised by the personal representative of the Optionee's estate or by the
person(s) to whom the Option is transferred pursuant to the Optionee's will or
in accordance with the laws of descent and distribution. If, at the time of
death, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall immediately revert to the
Plan. If the Option is not so exercised within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.

     11.     NonTransferability of Options.  Unless determined otherwise by the
             -----------------------------
Administrator,  Options  may  not  be  sold,  pledged,  assigned,  hypothecated,
transferred,  or  disposed  of  in  any manner other than by will or the laws of
descent  and  distribution,  and  may  be  exercised  during the lifetime of the
Optionee,  only  by  the  Optionee.  If the Administrator in its sole discretion
makes  an  Option transferable, such Option may only be transferred (i) by will,
(ii)  by the laws of descent and distribution, or (iii) as permitted by Rule 701
of  the  Securities  Act.

     12.     Adjustments,  Dissolution  or  Liquidation  or  Change  in Control.
             ------------------------------------------------------------------

            (a) Adjustments. In the event that any dividend or other
                -----------
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, splitup, spinoff, combination, repurchase, or exchange of
Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs, the Administrator, in
order to prevent diminution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, may (in its sole discretion)
adjust the number and class of Shares that may be delivered under the Plan
and/or the number, class, and price of Shares covered by each outstanding
Option.


                                                                             -7-
<PAGE>
            (b) Dissolution or Liquidation. In the event of the proposed
                --------------------------
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action.

            (c) Merger or Asset Sale. In the event of a merger of the Company
                --------------------
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option shall be assumed or an equivalent option
or right substituted by the successor corporation or a Parent or Subsidiary of
the successor corporation. In the event that the successor corporation refuses
to assume or substitute for the Option, the Optionee shall fully vest in and
have the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall notify the
Optionee in writing or electronically that the Option shall be fully vested and
exercisable for a period of fifteen (15) days from the date of such notice, and
the Option shall terminate upon the expiration of such period. For the purposes
of this paragraph, the Option shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right to purchase or
receive, for each Share of Optioned Stock, immediately prior to the merger or
sale of assets, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Common Stock
for each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or sale of assets is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share of Optioned Stock to be
solely common stock of the successor corporation or its Parent equal in fair
market value to the per share consideration received by holders of Common Stock
in the merger or sale of assets.

     13.     Date  of  Grant.  The  date of grant of an Option shall be, for all
             ---------------
purposes,  the  date on which the Administrator makes the determination granting
such  Option,  or  such  other later date as is determined by the Administrator.
Notice  of  the  determination  shall  be  provided  to  each  Optionee within a
reasonable  time  after  the  date  of  such  grant.


                                                                             -8-
<PAGE>
     14.     Amendment  and  Termination  of  the  Plan.
             ------------------------------------------

            (a) Amendment and Termination. The Board may at any time amend,
                -------------------------
alter, suspend or terminate the Plan.

            (b) Effect of Amendment or Termination. No amendment, alteration,
                ----------------------------------
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to options granted under the
Plan prior to the date of such termination.

     15.     Conditions  Upon  Issuance  of  Shares.
             --------------------------------------

            (a) Legal Compliance. Shares shall not be issued pursuant to the
                ----------------
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

            (b) Investment Representations. As a condition to the exercise of an
                --------------------------
Option the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

     16.     Inability  to  Obtain  Authority.  The  inability of the Company to
             --------------------------------
obtain  authority  from any regulatory body having jurisdiction, which authority
is  deemed  by  the Company's counsel to be necessary to the lawful issuance and
sale  of  any  Shares  hereunder,  shall relieve the Company of any liability in
respect  of  the failure to issue or sell such Shares as to which such requisite
authority  shall  not  have  been  obtained.

     17.     Reservation  of Shares.  The Company, during the term of this Plan,
             ----------------------
will  at  all times reserve and keep available such number of Shares as shall be
sufficient  to  satisfy  the  requirements  of  the  Plan.

     18.     Stockholder  Approval.  Intentionally  omitted.
             ---------------------

     19.     Information to Optionees and Purchasers. The Company shall provide
             ---------------------------------------
to each Optionee and to each individual who acquires Shares pursuant to the
Plan, not less frequently than annually during the period such Optionee or
purchaser has one or more Options outstanding, and, in the case of an individual
who acquires Shares pursuant to the Plan, during the period such individual owns
such Shares, copies of annual financial statements. The Company shall not be
required  to provide such statements to key employees whose duties in connection
with  the  Company  assure  their  access  to  equivalent  information.


                                                                             -9-
<PAGE>
     20.     Limitation.  The Company shall not issue any Option if the issuance
             ----------
of such Option would cause the aggregate of all shares of the Company's capital
stock underlying all issued and outstanding Options and stock purchase rights
(whether or not issued under the Plan) to exceed 30% (or such higher percentage
approved by the Company's securityholders in accordance with Section 260.140.45
of Title 10 of the California Code of Regulations) of the Company's issued and
outstanding capital stock (with shares of preferred stock being counted on an as
if converted to common stock basis); provided, however, that this prohibition
shall terminate and be of no further force or effect at such time as the Company
shall become a "listed corporation" within the meaning of Section 301.5 of the
California Corporations Code.


                                                                            -10-
<PAGE>
                              EVOLVE SOFTWARE, INC.

            AMENDED AND RESTATED 2002 NONSTATUTORY STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT

     Unless  otherwise  defined  herein,  the  terms  defined in the Amended and
Restated  2002  Nonstatutory  Stock  Option  Plan  shall  have  the same defined
meanings  in  this  Stock  Option  Agreement.

I.     NOTICE  OF  STOCK  OPTION  GRANT
       --------------------------------

       NAME:

       ADDRESS:

     The undersigned Optionee has been granted an Option to purchase Common
Stock of the Company, subject to the terms and conditions of the Plan and this
Option Agreement, as follows:

     Date of Grant
                                       --------------------------------
     Vesting Commencement Date
                                       --------------------------------
     Exercise Price per Share          $
                                       --------------------------------
     Total Number of Shares Granted
                                       --------------------------------
     Total Exercise Price              $
                                       --------------------------------
     Type  of  Option:                 Nonstatutory  Stock  Option
                                       --------------------------------
     Term/Expiration  Date:
                                       --------------------------------

     Vesting  Schedule:
     -----------------
     This  Option  shall  be  exercisable, in whole or in part, according to the
following  vesting  schedule:

     [25% OF THE SHARES SUBJECT TO THE OPTION SHALL VEST TWELVE MONTHS AFTER THE
VESTING  COMMENCEMENT  DATE,  AND 1/48 OF THE SHARES SUBJECT TO THE OPTION SHALL
VEST  EACH  MONTH  THEREAFTER  ON  THE  SAME  DAY  OF  THE  MONTH AS THE VESTING
COMMENCEMENT  DATE,  SUBJECT  TO OPTIONEE CONTINUING TO BE A SERVICE PROVIDER ON
SUCH  DATES.]


<PAGE>
     Termination Period:
     -------------------

     This Option shall be exercisable for three (3) months after Optionee ceases
to  be a Service Provider.  Upon Optionee's death or Disability, this Option may
be  exercised  for  one (1) year after Optionee ceases to be a Service Provider.
In  no event may Optionee exercise this Option after the Term/Expiration Date as
provided  above.

II.     AGREEMENT
        ---------

     1.     Grant  of Option.  The Plan Administrator of the Company hereby
            ----------------
grants  to the Optionee named in the Notice of Grant (the "Optionee"), an option
(the  "Option")  to  purchase  the  number  of Shares set forth in the Notice of
Grant,  at  the  exercise  price per Share set forth in the Notice of Grant (the
"Exercise Price"), and subject to the terms and conditions of the Plan, which is
incorporated  herein  by reference. Subject to Section 14(b) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and this Option
Agreement,  the  terms  and  conditions  of  the  Plan  shall  prevail.

     2.     Exercise  of  Option.
            --------------------

            (a) Right to Exercise. This Option shall be exercisable during its
                -----------------
      term in accordance with the Vesting Schedule set out in the Notice of
      Grant and with the applicable provisions of the Plan and this Option
      Agreement.

            (b) Method of Exercise. This Option shall be exercisable by delivery
                ------------------
      of an exercise notice in the form attached as Exhibit A (the "Exercise
                                                    ---------
      Notice") which shall state the election to exercise the Option, the number
      of Shares with respect to which the Option is being exercised, and such
      other representations and agreements as may be required by the Company.
      The Exercise Notice shall be accompanied by payment of the aggregate
      Exercise Price as to all Exercised Shares. This Option shall be deemed to
      be exercised upon receipt by the Company of such fully executed Exercise
      Notice accompanied by the aggregate Exercise Price.

            No  Shares  shall  be  issued  pursuant to the exercise of an Option
unless  such  issuance and such exercise complies with Applicable Laws. Assuming
such  compliance,  for  income  tax  purposes  the  Shares  shall  be considered
transferred  to  the  Optionee on the date on which the Option is exercised with
respect  to  such  Shares.

     3.     Method  of  Payment.  Payment of the aggregate Exercise Price shall
            -------------------
be  by  any  of  the following, or a combination thereof, at the election of the
Optionee:

            (a) cash or check;

            (b) consideration received by the Company under a formal cashless
exercise  program  adopted  by  the  Company  in  connection  with  the Plan; or

            (c) surrender of other Shares which, (i) in the case of Shares
acquired from the Company, either directly or indirectly, have been owned by the
Optionee  for more than six (6)


                                                                             -2-
<PAGE>
months  on  the date of surrender, and (ii) have a Fair Market Value on the date
of  surrender  equal  to  the  aggregate Exercise Price of the Exercised Shares.

     4.     Restrictions  on  Exercise.  This  Option may not be exercised until
            --------------------------
such  time  as the Plan has been approved by the shareholders of the Company, or
if  the  issuance  of such Shares upon such exercise or the method of payment of
consideration  for  such  shares  would constitute a violation of any Applicable
Law.

     5.     Non-Transferability of Option.  This Option may not be transferred
            -----------------------------
in  any  manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by Optionee. The terms
of  the  Plan  and  this  Option  Agreement shall be binding upon the executors,
administrators,  heirs,  successors  and  assigns  of  the  Optionee.

     6.     Term of Option.  This Option may be exercised only within the term
            --------------
set  out  in  the Notice of Grant, and may be exercised during such term only in
accordance  with  the  Plan  and  the  terms  of  this  Option.

     7.     Tax Consequences.  Set forth below is a brief summary as of the date
            ----------------
of  this  Option  of  some  of  the federal tax consequences of exercise of this
Option  and  disposition  of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND  THE  TAX  LAWS  AND  REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD
CONSULT  A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

            (a) Exercise of NSO. There may be a regular federal income tax
                ---------------
liability  upon  the  exercise of an NSO. The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess,  if  any, of the Fair Market Value of the Shares on the date of exercise
over  the  Exercise  Price. If Optionee is an Employee or a former Employee, the
Company  will  be  required  to withhold from Optionee's compensation or collect
from  Optionee  and  pay  to the applicable taxing authorities an amount in cash
equal  to  a percentage of this compensation income at the time of exercise, and
may  refuse  to  honor  the  exercise  and  refuse  to  deliver  Shares  if such
withholding  amounts  are  not  delivered  at  the  time  of  exercise.

            (b) Disposition of Shares. If Shares are held for at least one (1)
                ---------------------
year,  any  gain  realized  on  disposition  of  the  Shares  will be treated as
long-term  capital  gain  for  federal  income  tax  purposes.

     8.     Withholding Taxes.  Optionee agrees to make appropriate arrangements
            -----------------
with  the  Company (or the Parent or Subsidiary employing or retaining Optionee)
for  the  satisfaction  of  all  Federal,  state,  local  and foreign income and
employment  tax  withholding  requirements  applicable  to  the Option exercise.
Optionee  acknowledges  and  agrees  that  the  Company  may refuse to honor the
exercise  and  refuse  to  deliver  Shares  if  such withholding amounts are not
delivered  at  the  time  of  exercise.

     9.     Entire Agreement; Governing Law.  The Plan is incorporated herein by
            -------------------------------
reference. The Plan and this Option Agreement constitute the entire agreement of
the  parties  with  respect  to the subject matter hereof and supersede in their
entirety  all prior undertakings and agreements of the


                                                                             -3-
<PAGE>
Company  and  Optionee with respect to the subject matter hereof, and may not be
modified  adversely  to  the  Optionee's  interest  except by means of a writing
signed  by  the Company and Optionee. This agreement is governed by the internal
substantive  laws  but  not  the  choice  of  law  rules  of  California.

     10.     No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES
             ---------------------------------
THAT  THE  VESTING  OF  SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH
THE  ACT  OF  BEING  HIRED,  BEING  GRANTED  THIS  OPTION  OR  ACQUIRING  SHARES
HEREUNDER).  OPTIONEE  FURTHER  ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT  CONSTITUTE  AN  EXPRESS  OR  IMPLIED  PROMISE  OF CONTINUED ENGAGEMENT AS A
SERVICE  PROVIDER  FOR  THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT  INTERFERE  IN  ANY  WAY  WITH  OPTIONEE'S  RIGHT  OR THE COMPANY'S RIGHT TO
TERMINATE  OPTIONEE'S  RELATIONSHIP  AS  A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT  CAUSE.

     Optionee  acknowledges receipt of a copy of the Plan and represents that he
or  she  is  familiar  with the terms and provisions thereof, and hereby accepts
this  Option  subject  to all of the terms and provisions thereof.  Optionee has
reviewed  the  Plan and this Option in their entirety, has had an opportunity to
obtain  the  advice  of  counsel  prior  to  executing  this  Option  and  fully
understands  all  provisions of the Option.  Optionee hereby agrees to accept as
binding,  conclusive  and  final  all  decisions  or  interpretations  of  the
Administrator  upon  any  questions  arising  under  the  Plan  or  this Option.
Optionee  further  agrees to notify the Company upon any change in the residence
address  indicated  below.

OPTIONEE                                        EVOLVE  SOFTWARE,  INC.

----------------------------                    --------------------------------
Signature                                       By


----------------------------                    --------------------------------
Print  Name                                     Title


----------------------------

----------------------------
Residence  Address


                                                                             -4-
<PAGE>

                                    EXHIBIT A
                                    ---------

                              EVOLVE SOFTWARE, INC.

            AMENDED AND RESTATED 2002 NONSTATUTORY STOCK OPTION PLAN

                                 EXERCISE NOTICE

Evolve  Software,  Inc.
1400  65th  Street,  Suite  100
Emeryville,  California  94608
Attention:  [__________]

     1. Exercise of Option. Effective as of today, _____________, _____, the
        ------------------
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
________________ shares of the Common Stock (the "Shares") of Evolve Software,
Inc. (the "Company") under and pursuant to the Amended and Restated 2002
Nonstatutory Stock Option Plan (the "Plan") and the Stock Option Agreement dated
____________, ____ (the "Option Agreement").

     2. Delivery of Payment. Optionee herewith delivers to the Company the full
        -------------------
purchase price of the Shares, as set forth in the Option Agreement, and any and
all withholding taxes due in connection with the exercise of the Option.

     3. Representations of Optionee. Optionee acknowledges that Optionee has
        ---------------------------
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

     4. Rights as Shareholder. Until the issuance of the Shares (as evidenced by
        ---------------------
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  The Shares shall be issued to the
Optionee as soon as practicable after the Option is exercised in accordance with
the Option Agreement.  No adjustment shall be made for a dividend or other right
for which the record date is prior to the date of issuance except as provided in
Section 12 of the Plan.

     5. Tax Consultation. Optionee understands that Optionee may suffer adverse
        ----------------
tax consequences as a result of Optionee's purchase or disposition of the
Shares.  Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

     6. Successors and Assigns. The Company may assign any of its rights under
        ----------------------
this Exercise Notice to single or multiple assignees, and this Exercise Notice
shall inure to the benefit of the


<PAGE>
successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Optionee and his or
her heirs, executors, administrators, successors and assigns.

     7. Interpretation. Any dispute regarding the interpretation of this
        --------------
Exercise Notice shall be submitted by Optionee or by the Company forthwith to
the Administrator which shall review such dispute at its next regular meeting.
The resolution of such a dispute by the Administrator shall be final and binding
on all parties.

     8. Governing Law; Severability. This Exercise Notice is governed by the
        ---------------------------
internal substantive laws but not the choice of law rules, of California.

     9. Entire Agreement. The Plan and Option Agreement are incorporated herein
        ----------------
by reference.  This Exercise Notice, the Plan, the Option Agreement and the
Investment Representation Statement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee.

OPTIONEE                                        EVOLVE  SOFTWARE,  INC.

----------------------------                    --------------------------------
Signature                                       By


----------------------------                    --------------------------------
Print  Name                                     Title

Address:
                                                150  Spear  Street,  Suite  11
----------------------------                    San  Francisco, California 94105

----------------------------

                                                --------------------------------
                                                Date  Received


                                                                             -2-
<PAGE>