EXHIBIT 10.22




THIS RESTATED OFFER TO LEASE made this 28th day of July,  2000, is a restatement
of an offer to lease made as of May 23, 2000 between the parties noted below and
replaces such offer to lease.
________________________________________________________________________________

To:      CB Richard Ellis Limited
         #600 - 1111 West Georgia Street
         Vancouver, British Columbia
         V6E 4M3

         Attention:  Ms. Lisa D. Ayrton and Mr. Blair Quinn
         --------------------------------------------------


Pivotal Corporation (the "Tenant") of 300 - 224 West Esplanade, North Vancouver,
British Columbia,  V7M 3M6 hereby offers to lease from PCI Properties Corp. (the
"Landlord") of 1700 - 1030 West Georgia Street, Vancouver, British Columbia, V6E
2Y3 the building  currently  unbuilt  but,  subject to the terms  herein,  to be
constructed  as a first class  office  building  taking into  consideration  the
nature  and  location  of the Site (the  "Building")  on a portion of 800 Beatty
Street,  Vancouver,  British  Columbia,  approximately as shown on the site plan
attached as Schedule "A" (the "Site"), on the following terms and conditions:

1.       PREMISES

         Approximately one hundred twenty five thousand (125,000) square feet of
         rentable area of the Building (the  "Premises").  The actual  "Rentable
         Area" of the  Premises  will be measured  in  accordance  with  Section
         2.1(b)  of the form of  lease  attached  hereto  as  Schedule  "D" (the
         "Lease").

2.       TERM

         The  term of the  lease  shall  be  fifteen  (15)  years  (the  "Term")
         commencing  upon  that date that is five (5)  Business  Days  after the
         Delivery of Possession  as defined and  described in Section  5.3(a) of
         the Lease (the "Commencement Date"), provided that:

         (a)   the Tenant's  Consultant  has not caused  material  delays to the
               Project Schedule,  in no event shall the Term commence during the
               period May 1, 2002 to June 30, 2002  (therefore,  if the Delivery
               of  Possession  referred to in the two locations in this clause 2
               end during such period,  the  Commencement  Date shall be July 1,
               2000); and

         (b)   if the Landlord's architect,  acting reasonably,  determines that
               the  Landlord's  Work will be  substantially  performed  prior to
               April 1, 2002,  then the Landlord may give no less than three (3)
               months prior written notice to the Tenant of the expected date of
               substantial  performance,  and if the  Landlord's  Work  has been
               substantially  performed  by April 1,  2002,  then the Term shall
               commence five (5) Business Days after such date.

                                                             INITIAL
                                                           -----------
                                                        LANDLORD/TENANT

<PAGE>

3.       RENT

         The net annual base rent (the "Rent") shall be as follows:

<TABLE>
<S>                      <C>                              <C>                   <C>
         ------------------------------------------------------------------------------------
         Years       Rent Per Rentable          Approximate Annual Rent      Approximate
                     Square Foot Per Annum                                   Monthly Rent
         ------------------------------------------------------------------------------------
         1 - 5            $20.00                  $2,500,000.00             $208,333.33
         ------------------------------------------------------------------------------------
         6 - 10           $22.00                  $2,750,000.00             $229,166.67
         ------------------------------------------------------------------------------------
         11 - 15          $24.25                  $3,031,250.00             $252,604.17
         ------------------------------------------------------------------------------------
</TABLE>

         plus Goods and Services  Tax  ("GST"),  and shall be paid in advance in
         equal monthly  instalments,  on the first day of each month of the Term
         commencing on the Commencement Date without set off or deduction except
         as  set  out  herein  and  subject  to  the  provisions  hereof.   Upon
         determination  of the  actual  Rentable  Area  of the  Premises  by the
         Landlord's architect,  the Rent shall be adjusted  accordingly,  on the
         basis of the Rent being  calculated  on the above  referenced  rent per
         square foot per annum  basis,  plus GST.  Payments  of Rent,  plus GST,
         shall be adjusted on a per diem basis if the Term commences  other than
         on the first day of the month or expires  other than on the last day of
         the month.  No Rent shall be charged on the roofdecks and private patio
         areas.

4.       PROPERTY TAXES AND OPERATING EXPENSES

         The Landlord shall be responsible for repairs as provided in the Lease.
         The Tenant shall be responsible and pay for its proportionate  share of
         Taxes and CAM Costs as those terms are  described in the Lease.  Except
         as  otherwise  provided  in the  Lease,  the Lease  shall be net to the
         Landlord.  The Tenant shall not be  responsible  for any portion of the
         Landlord's  income  taxes.  The Tenant  shall also pay for its business
         taxes,  telephone  charges,  utilities  and  janitorial  services.  For
         information  purposes  only,  the Landlord  estimates the CAM Costs and
         Taxes for 2002 at Eleven  Dollars  and  Forty  Two Cents  ($11.42)  per
         square  foot per  annum.  The  estimate  of Taxes  include  the  Second
         Building (as hereinafter  defined) expansion land and Taxes while it is
         held  undeveloped.  As part of the consideration for holding the Second
         Building  expansion off the market for the Tenant,  the Tenant will pay
         this as part of the holding  costs for the Second  Building  expansion.
         Taxes  attributable to the Second Building shall be apportioned  across
         the Second Building upon completion of the Second Building.

5.       OPTION TO EXPAND IN THE BUILDING

         The Tenant shall have the option to lease all remaining  office area of
         the Building (the "Building  Option Area") by providing  written notice
         to the  Landlord  at any time on or before  the date which is three (3)
         months after the Building  Construction Start (as defined in clause 7).
         The Building  Option Area shall form part of the Premises and be leased
         at the same terms as the rest of the Premises except the Rent shall be:

          (a)  $22.00 per square foot per annum net during years 1 to 5;

                                                            INITIAL
                                                           -----------
                                                        LANDLORD/TENANT

                                       2
<PAGE>

          (b)  $24.25 per square foot per annum net during years 6 to 10; and

          (c)  $26.75 per square  foot per annum net during  years 11 to 15; and
               except

         for the Smythe and Beatty ground floor  commercial  space which will be
         $25.00 per square  foot per annum net and  except  for  parking.  There
         shall  be  additional  parking  added,  based  on the  current  City of
         Vancouver  parking/rentable  area  ratio,  if the floor  space ratio in
         accordance  with  the  City  of  Vancouver's  applicable  bylaw  of all
         buildings on the Site is greater  than 225,000  square feet of rentable
         area.

6.       OPTION TO TERMINATE

         If the Tenant is not then in material default,  the Tenant shall have a
         one  time  option  to  terminate  all or any  portion  of the  Premises
         (provided  such portion shall  comprise  only  complete and  contiguous
         floors starting from the top floor (and the Tenant,  upon the surrender
         of the Lease  with  respect  to the top  floor  shall be deemed to have
         automatically  surrendered  the Lease with  respect to the roof  decks)
         down of the Premises and provided  that this option to terminate  shall
         not apply to any premises leased by the Tenant pursuant to its right of
         first  refusal  to lease in clause  10) at any time after the expiry of
         the tenth  (10th) year of the Term,  so long as the Tenant has provided
         nine (9) months'  (where the Tenant is  terminating at least 25% of the
         Rentable Area of the Premises) or six (6) months'  (where the Tenant is
         terminating less than 25% of the Rentable Area of the Premises), as the
         case may be, prior written  notice to so terminate  after the expiry of
         such tenth (10th) year to the Landlord,  and the parking  allocation to
         the  Tenant  shall  be  reduced  proportionately  to  reflect  the same
         proportion  of  parking  stalls to  Rentable  Area of the  Premises  as
         existed  on the  Commencement  Date,  provided  that if the  Tenant has
         exercised  its right under clause 8 herein,  the right to exercise this
         option to terminate shall be rescheduled to any time after the later of
         the end of the tenth  (10th)  year of the Term and the Second  Building
         Construction  Start  (defined in clause 7). There will be no penalty or
         other  consideration  whatsoever  payable by the Tenant to the Landlord
         upon exercise of this right to terminate.

7.       SECOND BUILDING - AGREEMENT NOT TO CONSTRUCT

         It is the intention of the Landlord that a second building (the "Second
         Building") of comparable  quality and compatible design may be built on
         the Site and  comprising a gross area not to exceed  45,000 square feet
         with at least  37,000  square feet of rentable  area of office area on,
         subject to the City of Vancouver's final approval and requirements, not
         more than three (3) floors above the ground floor podium and the Second
         Building  will be  located  approximately  as shown  on the  site  plan
         attached  as Schedule  "A".  Subject to clause 8 hereof,  the  Landlord
         covenants and agrees not to commence to construct  the Second  Building
         until  construction has started for the Building,  defined as the first
         date (to be verified by written  notice  delivered  to the Tenant) that
         concrete   is  poured   for  the   footings/foundations   to   commence
         construction  of the  Building  (the  "Building  Construction  Start").
         Commencing upon the Building  Construction Start, the Tenant shall have
         the right to provide  written notice for an extension of the Landlord's
         agreement  not to  construct  the  Second  Building  from the  Building
         Construction Start to the 1st Anniversary of the Commencement Date and,
         subject to
                                                            INITIAL
                                                          -----------
                                                        LANDLORD/TENANT

                                       3
<PAGE>

          clause 8(b),  the Tenant shall submit payment to the Landlord prior to
          the  Commencement  Date in the amount of  $153,750.00  plus GST, based
          upon $3.75 per square foot of gross office space  multiplied by 41,000
          square feet  available in the Second  Building.  The Tenant shall have
          the right by providing  twelve (12) months'  prior  written  notice to
          extend  such  non-construction   agreement  as  at  the  1st  and  2nd
          anniversary  dates of the  Commencement  Date  each for a  payment  of
          $153,750.00  (plus  GST),  each for a one (1) year  period  from  such
          anniversary  date.  Following  is a schedule of the  Agreement  Not to
          Construct:

<TABLE>
<S>             <C>                             <C>                       <C>                    <C>
         ---------------------------------------------------------------------------------------------------------
                                                                 Payment Amount    Agreement Not To
           Notice Deadline               Payment Deadline                          Construct Period
         ---------------------------------------------------------------------------------------------------------
               N/A                          N/A                       N/A          Between Lease execution and
                                                                                   Building Construction Start (est.
                                                                                   June 2000 to July 2001)
         ---------------------------------------------------------------------------------------------------------
          Within thirty (30) days of    Commencement Date         $153,750.00      Between Building Construction
          of the Tenant being notified  (est. July 2002)          plus GST         Start and 1st Anniversary of
          of Building Construction Start                                           Commencement Date (est.July 2001
          (est. July 2001)                                                         to June 2003)
         ---------------------------------------------------------------------------------------------------------
          Commencement Date             1st Anniversary of        $153,750.00      Between 1st and 2nd Anniversary
          (est. July 2002)              Commencement Date         plus GST         of Commencement Date
                                        (est. July 2003)                           (est. July 2003 to June 2004)
         ---------------------------------------------------------------------------------------------------------
          1st Anniversary of            2nd Anniversary of        $153,750.00      Between 2nd and 3rd Anniversary
          Commencement Date             Commencement Date         plus GST         of Commencement Date
          (est. July 2003)              (est. July 2004)                          (est. July 2004 to June 2005)
         ---------------------------------------------------------------------------------------------------------
</TABLE>

         If the Tenant does not provide such written notice by the date therefor
         or does not make any of the  payments by any of the  applicable  times,
         such agreement not to construct shall terminate  without further action
         upon expiry of the period  applicable  to the last payment made. If the
         parties  mutually  agree to  proceed  with  construction  of the Second
         Building in a period  after  payment  has been made by the Tenant,  the
         Tenant  shall be refunded the  proportionate  amount paid by the Tenant
         for that  portion of the period  from the first date that the  Landlord
         has poured  concrete to commence  construction  of the Second  Building
         (the "Second Building  Construction  Start").  If the Landlord does not
         refund such amount  within  thirty (30) days of such date,  such amount
         may, in addition to all other rights and  remedies  that the Tenant may
         have against the  Landlord,  be set off against the Rent. If the Second
         Building  Construction  Starts  commences in a period after payment has
         been made by the Tenant  without  the  agreement  of the  parties,  the
         Tenant shall be refunded the entire  amount paid by the Tenant for that
         period  without  prejudice to all its other rights and  remedies.  Such
         amount  may be set off  against  the Rent,  CAM Costs  and  Taxes.  The
         Landlord  acknowledges and agrees that the covenants  contained in this
         clause 7 may be  enforced  by  injunction  and that such  remedy is the
         appropriate remedy for breach of covenant by the Landlord.  If there is
         a  decrease  in the area of the  Second  Building,  the  above  payment
         amounts shall be reduced proportionately.

                                                            INITIAL
                                                           -----------
                                                        LANDLORD/TENANT

                                      4
<PAGE>

8.       LANDLORD'S AGREEMENT TO CONSTRUCT THE SECOND BUILDING

         (a)   Provided  the Tenant is not then in  material  default,  upon the
               Tenant  providing  the  Landlord  with an  unconditional  leasing
               commitment  for a minimum of 75% of  contiguous  rentable area of
               the Second  Building  starting  from the ground  floor or the top
               floor on or before the 3rd anniversary of the Commencement  Date,
               the Landlord agrees:

         (i)   to deliver to the Tenant an agreement including substantially the
               same  terms and  conditions  in clause 11 of this  Offer to Lease
               modified to reflect  that the Second  Building  is  significantly
               smaller than the Building,  which shall apply to the  development
               and construction thereof;

         (ii)  to build the Second  Building,  subject to Force Majeure,  within
               ten  (10) to  fourteen  (14)  months  thereafter,  in a good  and
               workmanlike manner and of a comparable quality to the Building;

        (iii)  during   construction  of  the  Second   Building,   to  use  all
               reasonable  efforts to minimize  interference  with the  Tenant's
               rights under the Lease (including access to the Premises); and

         (iv)  to lease the committed  portion thereof to the Tenant at the same
               terms  as  the  Premises  (except   commencing  upon  substantial
               completion of the Second  Building and expiring at the end of the
               Term)  save  as to  Rent,  Leasehold  Improvement  Allowance  and
               parking.  There shall be no  additional  parking  provided as all
               parking for the Building and the Second  Building  shall be built
               at the same time as the Building.

         (b)   Rent,  leasehold  improvement  allowance,  free  rent  and  other
               inducements  applicable to the  additional  space shall be at the
               then  prevailing   market  terms   incorporating   any  increased
               construction  costs  for  the  Second  Building  relative  to the
               Building in such  determination,  but not less than the  Building
               rents. If the Landlord  proceeds with  construction of the Second
               Building in  accordance  with this clause 8, the Tenant shall not
               be obligated to pay the $153,750.00 per year payment  outlined in
               clause  7  during  the   construction   period.   The  Landlord's
               obligations  under  this  clause 8 are not  subject to the Tenant
               making  payments and sending the notices on time as  contemplated
               by  clause  7,  provided  that the  Landlord's  agreement  to not
               construct  the Second  Building may not be enforced by the Tenant
               if  payments  required  by  clause 7 have not been paid when due.
               Without  limiting any other  rights the Landlord may have,  until
               such overdue  payment is made the Landlord may enter into binding
               offers to lease  and lease  agreements  for the  Second  Building
               without  incurring  any  liability  to the  Tenant,  even if such
               offers to lease and lease  agreements  prevent the Landlord  from
               leasing 75% or more of the Second Building to the Tenant. INITIAL
               ----------- LANDLORD/TENANT

                                       5
<PAGE>

9.       OPTION TO EXPAND INTO THE SECOND BUILDING

         Provided  the  Tenant  is not  then  in  material  default  and has not
         exercised  its rights  under  clauses 6 or 8, the Tenant  shall have an
         Option to Expand  the  Premises  by taking  not less than one  complete
         floor in the Second Building.  The Tenant will take contiguous complete
         floors  to the  extent  possible  (and the  parameters  of any area not
         comprising a complete  floor shall be  determined  in a reasonable  and
         businesslike  manner)  starting  with the  ground  floor  (the  "Second
         Building Option Area").  Such Option to Expand into the Second Building
         must be  exercised  by notice in writing to the  Landlord no later than
         three (3) months  following  written  notice by the  Landlord  that the
         Second  Building   Construction   Start  has  occurred  .  Lease  terms
         applicable to the Second  Building Option Area shall be the same as for
         the Premises  (except the term which shall  commence  upon  substantial
         completion of the Second  Building and expire at the latest of five (5)
         years after date of substantial  completion of the Second  Building and
         the Term) save as to Rent, leasehold improvement allowance,  free rent,
         other  inducements  and parking.  There shall be no additional  parking
         provided as all parking for the Building and the Second  Building shall
         be built at the same time as the Building.  Rent, leasehold improvement
         allowance,  free  rent  and  other  inducements  shall  be at the  then
         prevailing  market terms (reflecting the actual length of the term) but
         not less than the Rent described in clause 3. Failing  agreement on the
         Rent, leasehold improvement allowance, free rent and other inducements,
         such matters shall be determined by arbitration pursuant to Exhibit "G"
         of the Lease.

10.      RIGHT OF FIRST OFFER ON ALL BUILDINGS ON THE SITE

         (a)   Provided the Tenant is not then in material  default,  the Tenant
               shall have an on-going right of first opportunity  throughout the
               Term or any renewal  term (the "Right of First  Opportunity")  to
               lease any premises (the "RFO Premises")  within the Site that the
               Landlord intends to lease from time to time within the Site, upon
               the following terms and conditions:

          (i)  the Landlord  shall provide the Tenant with a written notice (the
               "Notice") in respect of the portion of the RFO Premises  that the
               Landlord desires to lease (the "Additional  Space"),  setting out
               the details of the  Additional  Space and the proposed terms that
               the  Landlord  is willing to lease such  Additional  Space to the
               market, which shall include the rent payable, the term and tenant
               inducements,  if any. If the Landlord  either reduces the rent or
               increases the inducements  from the Notice first delivered to the
               Tenant, the Landlord shall deliver to the Tenant a renewed Notice
               and first  opportunity to lease  applicable to the then available
               Additional Space at the improved terms;

          (ii) the Tenant  shall have five (5) Business  Days after  delivery to
               the Tenant of the Notice or a renewed Notice, as the case may be,
               to deliver a written  notice  (the  "Acceptance  Notice")  to the
               Landlord  exercising the Right of First Opportunity in respect of
               all of the Additional Space; and
                                                            INITIAL
                                                           -----------
                                                         LANDLORD/TENANT

                                      6
<PAGE>

         (iii) if the Tenant  delivers  the  Acceptance  Notice to the  Landlord
               within  the  applicable  time  period,  there  shall be a binding
               agreement  to lease  between  the  Landlord  and the Tenant  with
               respect to the  Additional  Space on the terms and conditions set
               out in the Notice and  incorporating  the terms and conditions of
               the Lease to the extent reasonably possible and applicable.

         (b)   If the  Tenant  fails to  deliver  the  Acceptance  Notice to the
               Landlord within the applicable time period:

         (i)   the  Landlord  may at any time during the one  hundred  (100) day
               period  after  delivery of the Notice to the Tenant  enter into a
               lease or offer to lease of the  Additional  Space  with any third
               party on terms and  conditions  no more  favourable  to the third
               party (and in a size no smaller or larger) than as set out in the
               Notice, and failing such agreement as aforesaid the provisions of
               the  Right  of  First   Opportunity  shall  again  apply  to  the
               Additional Space;

         (ii)  if the Landlord  leases the Additional  Space in accordance  with
               clause  10(b)(i),  the Tenant's Right of First  Opportunity  with
               respect to the Additional  Space shall lapse and be of no further
               force and  effect  until  such  Additional  Space  again  becomes
               available for lease during the Term or any renewals thereof;

         (iii) the Tenant's Right of First  Opportunity  shall continue to apply
               to that  portion  of the RFO  Premises  not  forming  part of the
               Additional Space leased in accordance with clause 10(b)(i); and

         (iv)  if one  hundred  (100) days has passed  between the date that the
               Landlord provided the Notice or a renewal Notice, as the case may
               be, to the Tenant that the Landlord intends to lease a particular
               portion of the RFO  Premises,  the Landlord  shall be required to
               continue to provide a renewal  Notice to the Tenant for its Right
               of First  Opportunity  to lease so that not more than one hundred
               (100) days passes from the last date that the Tenant was entitled
               to  deliver  an  Acceptance  Notice  upon  receiving  a Notice or
               renewal Notice,  as the case may be, and the Landlord leasing the
               portion of the RFO Premises to a third party.

11.      CONSTRUCTION OF THE BUILDING

         (a)  Definitions

         In this  clause 11,  the  capitalized  words  used in this  clause and
         elsewhere  in this Offer to Lease will have the  meanings  assigned to
         them below. Any capitalized  terms not defined in this clause 11 shall
         have  the  meaning  set out  elsewhere  in this  Offer to Lease or the
         Lease:
                                                           INITIAL
                                                          -----------
                                                        LANDLORD/TENANT

                                      7
<PAGE>

         (i)   "Base Building  Construction  Costs" means all costs to construct
               the Building in accordance with the Plans and  Specifications and
               the costs referred to in clause 11(b);

         (ii)  "Base Building  Works" means the  construction of the Building in
               accordance with the Plans and Specifications;

         (iii) "Force  Majeure"  means if  either  party  hereto is  delayed  or
               hindered in or prevented from the  performance of any obligations
               required  hereunder  by  reason  of  strikes,  lock-outs,  labour
               troubles,  inability  to  procure  materials,  failure  of power,
               restrictive    governmental    laws   or   regulations,    riots,
               insurrection, war, military or usurped power, sabotage, unusually
               severe  weather,  fire or other  casualty  or other  reason  (but
               excluding  inadequacy of insurance proceeds,  financial inability
               or the lack of suitable  financing)  of a like nature  beyond the
               reasonable  control of such delayed party and does not arise from
               the neglect or default of that party;

         (iv)  "Landlord's  Work" means the  construction  of the Base  Building
               Works and the Leasehold Improvements in accordance with the Plans
               and Specifications and the Working Drawings, respectively;

          (v)  "Leasehold  Improvements"  means  the  improvements  required  by
               Tenant to be made by  Landlord  to the  Premises  pursuant to the
               Working  Drawings  that the Landlord and the Tenant's  Consultant
               have agreed the Landlord will carry out and excludes, for greater
               certainty, any Tenant's Work;

         (vi)  "Material  Matters" or "Material Design Issues" shall include the
               following:

               (A)  changes to the exterior  design,  appearance,  materials and
                    finish colours;

               (B)  material  changes  to the  size,  shape  and  height  of the
                    Building
               (or Second Building,  as applicable)  including the height of the
               lobby  and the  height  of each  floor  and the size of the floor
               plate;

               (C)  material  changes to the height of the Tenant's lobby or the
                    size, configuration,  location, colour, materials,  fixtures
                    or other  aesthetic  features  of the  Building  lobbies and
                    entry ways;

               (D)  material changes to entry or exit points in the Building (or
                    Second Building) or parking areas;

               (E)  material  changes  in  design  or  construction  that  might
                    increase  the cost of the  Tenant for  utilities,  security,
                    insurance,  furnishings,  Leasehold Improvements or Tenant's
                    Work;

               (F)  material  changes  to  exterior  areas,   Common  Areas  and
                    facilities; and

                                                           INITIAL
                                                          -----------
                                                        LANDLORD/TENANT

                                      8
<PAGE>

               (G)  changes to locations  of the Tenant's  space in the Building
                    (or the Second Building);

          (vii)"Plans  and  Specifications"  means  the  preliminary  plans  and
               specifications   for  the  Base  Building  Works  (excluding  the
               Leasehold  Improvements)  as agreed upon between the Landlord and
               the  Tenant's  Consultant  acting  reasonably,  and  includes the
               Rendering and Schedule "B" hereto, all as supplemented or amended
               from time to time in accordance with this Offer to Lease;

         (viii)"Project  Schedule"  means the  construction  schedule  for the
               Building  approved  by the  Landlord  from  time  to  time  after
               consulting with the Tenant's Consultant;

          (ix) "Rendering"  means that  certain  drawing  dated March 29,  2000,
               prepared by Busby & Associates  Architects  Ltd., a copy of which
               is attached hereto as Schedule "C";

          (x)  "Substantial  Performance" or "Substantially Performed" means the
               later  of the date  the  Landlord's  architect  has  delivered  a
               certificate  to the Landlord and the Tenant  certifying  that the
               Landlord's   Work   (other   than   vegetation   and   ornamental
               landscaping) has been substantially performed, the Tenant is able
               to take  possession of the Premises and the Landlord has received
               a  temporary  or  conditional  occupancy  permit from the City of
               Vancouver  lawfully  permitting  the Tenant to occupy and use the
               Premises;

          (xi) "Tenant's  Consultant" means the representative  appointed by the
               Tenant by notice in writing  to the  Landlord  (or a  replacement
               consultant  appointed  by the Tenant,  providing no less than ten
               (10) Business Days' written  notice to the Landlord),  to approve
               any matter  requiring  approval  by the Tenant  pursuant  to this
               Offer to Lease who shall be the Tenant's sole representative with
               respect to the  construction  of the Base Building  Works and the
               Leasehold Improvements;

          (xii)"Tenant's  Work" means any and all work that is to be carried out
               by the Tenant at its cost and that is not  included  in the Plans
               and  Specifications or the Working  Drawings,  and is approved by
               the Landlord,  acting reasonably and without delay, and includes,
               without limitation,  the costs and installation of communications
               equipment,  cabling  throughout the Building,  rooftop equipment,
               security systems, furniture and furniture systems, and any office
               equipment and appliances; and

         (xiii)"Working  Drawings"  means the detailed and completed  plans and
               specifications for the Leasehold Improvements including all space
               plan services with respect to the Leasehold Improvements approved
               by the Landlord  pursuant to clause  12(b).

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          (b)  Landlord's Work

          (i)  Once  construction  starts,  the  Landlord  agrees  that  it will
               proceed continuously, subject to Force Majeure, and diligently to
               complete all of the Landlord's Work,  substantially in accordance
               with the Project Schedule,  and in a good and workmanlike  manner
               such that it will be  considered  a first class  office  building
               taking into  consideration  the nature and  location of the Site,
               and shall deliver the Premises to the Tenant in  accordance  with
               clause  11(b)(iii)  hereof.  The Landlord's  cost of constructing
               such  Building  shall  include  all site costs such as  temporary
               heat, light and power, Site access, hoisting,  temporary toilets,
               first aid and safety requirements,  Site organisation and storage
               and  clean  up  even  though  the  sub-trades  for  the  Tenant's
               Leasehold Improvements may benefit from such infrastructure being
               in place,  provided any additional costs resulting  directly from
               the  usage for the  construction  of the  Leasehold  Improvements
               shall form part of the costs of the Leasehold  Improvements.  The
               Landlord shall be responsible for the Base Building  Construction
               Costs for the Premises and/or the Base Building Works,  whichever
               is applicable. If an open plan for the ceiling design is included
               as part of the Base Building  Works,  credit shall be provided to
               the Tenant for the cost of the unused portion of the ceiling that
               otherwise  would have been  provided as part of the Base Building
               Works  and any  costs in excess  of the  credit  amount  shall be
               charged  against the  Tenant's  Leasehold  Improvement  Allowance
               referenced in clause 12 of this Offer to Lease. The Base Building
               Works shall  include the work  described in Schedule "B" attached
               hereto.

          (ii) For greater certainty,  the Landlord shall be responsible for all
               Base Building Construction Costs and all variations in the amount
               of Base Building  Construction Costs, except if the Base Building
               Construction  Costs  increase  as a  result  of  Tenant  changes,
               modifications or additions to the Plans and  Specifications,  the
               materials  with  respect  to  such  changes,   modifications   or
               additions cost more than the materials described in the Plans and
               Specifications or such changes, modifications or additions extend
               the Project  Schedule,  all in accordance  with a Change  Request
               pursuant to clause 11(d) hereof,  in which event such increase in
               costs  shall be for the  account of the  Tenant  and paid  within
               fourteen  (14) days of invoicing by the  Landlord.  Any delays in
               payment by the Tenant of such amounts  shall  accrue  interest at
               the  rate  of 12%  per  annum,  calculated  semi-annually  not in
               advance  from the date of  invoicing  to the date of repayment by
               the Tenant.

          (iii)The Premises shall be delivered to the Tenant on the Commencement
               Date in the condition  described  below,  free of all  Landlord's
               personal  property,  signage or debris and thoroughly  cleaned to
               the extent that it does not interfere  with the Tenant's Work and
               otherwise  in a condition  that is in  compliance  with the Legal
               Requirements (as defined in the Lease) for office  property.  The
               Landlord covenants,  that, upon the Commencement Date, all of the
               Landlord's  Work  shall be  complete  in all  material  respects,
               subject only to the Deficiencies

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<PAGE>

               (described in clause 11(k) hereof) and all elevators,  equipment,
               roof  walkpads  and  utilities  serving  the  Premises  shall  be
               installed and operating and in good working order, all corrective
               work to  comply  with the  foregoing  shall be  performed  by the
               Landlord  at its cost and  expense  and shall be  included in the
               list setting out the Deficiencies.

          (iv) The Landlord and the Tenant  acknowledge that the construction of
               the Base Building Works and Tenant  Improvements  by the time set
               forth  in  clause  27 of this  Offer  to  Lease  is  based on the
               Building  proceeding  within  the  time  schedule  set out in the
               Project Schedule.

          (c)  Tenant's Consultant

          (i)  The Tenant will designate the Tenant's  Consultant to consult, on
               behalf of the Tenant  and as the  Tenant's  sole  representative,
               with  the  Landlord  on the  design,  planning,  development  and
               construction  of the  Building  and Site in  accordance  with the
               terms of this Offer to Lease.

          (ii) The Tenant agrees to cause the Tenant's Consultant to deliver its
               approval  or  non-approval,  as the case may be,  and  submit all
               documents  in a timely  manner as set out in this  Offer to Lease
               and in accordance with the Project  Schedule.  The Landlord shall
               prepare and present to the Tenant's  Consultant  for the Tenant's
               Consultant's  approval any matters which requires approval of the
               Tenant's  Consultant  pursuant  to this Offer of Lease (who shall
               respond  within four (4)  Business  Days of receipt of request by
               the Landlord).

          (iii)subject  to clause  13,  the  Landlord  may  modify the Plans and
               Specifications  during  the  construction  process  in  a  manner
               consistent  with good,  consistent and  appropriate  construction
               practices and in keeping with the Project  Schedule,  without the
               prior  written  consent  of, but upon  notice  to,  the  Tenant's
               Consultant, provided such changes are not Material Matters (which
               changes  require  the  prior  written  consent  of  the  Tenant's
               Consultant).

          (d)  Change Orders

          The Tenant's  Consultant will be responsible for making any changes to
          the Plans and Specifications and/or the Working Drawings by submitting
          a written  change  request  to the  Landlord  for  consideration  (the
          "Change Request"). The Landlord, acting reasonably,  will consider the
          Change  Request and will advise the  Tenant's  Consultant,  in writing
          (the "Change Request  Response") as soon as  practicable,  as to which
          changes,   if  any,  are  acceptable  and  will  advise  the  Tenant's
          Consultant  as to  any  increase  or  decrease  in the  Base  Building
          Construction Costs or costs of Leasehold Improvements, as the case may
          be,  resulting  from such Change Request and any delays in the Project
          Schedule  arising from the Change  Request.  The  Tenant's  Consultant
          will,  within four (4) Business Days of receipt of the Change  Request
          Response, confirm in writing that it has accepted the changes approved
          by the Landlord, if applicable, and

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                                                        LANDLORD/TENANT

                                       11
<PAGE>

          the revision to the Base  Building  Construction  Costs and/or cost of
          Leasehold  Improvements  and the changes to the Project  Schedule,  or
          withdraw its Change Request,  provided that if the Tenant's Consultant
          does not confirm its  acceptance  of the approved  changes or withdraw
          its  Change  Request  within the four (4)  Business  Day  period,  the
          Tenant's  Consultant  will be  deemed  to have  withdrawn  its  Change
          Request.  If the approved Change Request results in an increase in the
          Base  Building  Construction  Costs and/or the costs of the  Leasehold
          Improvements,  the  amount  of  such  increase  shall  be  payable  in
          accordance  with  clause  12(a).  If it is not agreed in writing  upon
          submission of a Change  Request  Response that such change will extend
          the Project Schedule, the Commencement Date shall not be affected.

          (e)  Pricing

          The  Landlord   agrees  to  obtain  fee  proposals   for   engineering
          consultants as a combined package for design of both the Base Building
          Work  and  Leasehold  Improvements.  Request  For  Proposals  document
          ("RFPs") are to be agreed upon by the  Landlord  and the Tenant.  RFPs
          shall request breakout pricing on fees for Leasehold Improvements. The
          Landlord  and the Tenant to review  proposals  and  mutually  agree on
          award of contracts and split between Base Building Works and Leasehold
          Improvements.  Failing  agreement  on the above,  the Landlord and the
          Tenant reserve the right to obtain  separate  engineering  consultants
          for the  Base  Building  Works  and the  Leasehold  Improvements.  The
          Tenant,  independent  of the  Landlord,  will retain  interior  design
          services for the Leasehold Improvements.

          (f)  Design and Tendering

          The Landlord's Work will be fully designed by professional consultants
          and the  Leasehold  Improvements  will be  competitively  tendered  to
          qualified contractors and trades.

          (g)  General Contractor's Cost Limits

          The  Landlord  will  retain a  general  contractor  to  construct  the
          Leasehold Improvements with limits on costing as follows:

          (i)  maximum  profit and overhead fee of 4% (5% on change orders) plus
               $15,000.00  for a project  manager to be charged on the Leasehold
               Improvements.  Fee to cover all off-site costs, including but not
               limited to office related construction  co-ordination/estimating,
               project management, value engineering,  administration, overhead,
               related expenses, and profit;

          (ii) only general  condition  costs  attributable  specifically to the
               Leasehold  Improvements  will be approved as a Tenant  cost.  All
               general condition costs are subject to review and approval by the
               Tenant's Consultant, acting reasonably. It is understood that the
               Leasehold    Improvements    will   require   a   separate   site
               superintendent at the Tenant's expense;

                                                             INITIAL
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                                                          LANDLORD/TENANT

                                       12
<PAGE>

          (iii)the  general  contractor  will  receive  a  minimum  of three (3)
               sub-trade  prices on all sections of the  Leasehold  Improvements
               and  will  submit  them to the  Tenant  for  review.  The  Tenant
               reserves  the  right  to  provide  one  qualified  sub-trade  for
               consideration  in all divisions of the work. The Landlord and the
               Tenant shall  review the pricing and mutually  agree on the award
               of   sub-trade   contracts   with   respect   to  the   Leasehold
               Improvements, failing which, such awarding shall be determined by
               arbitration pursuant to Exhibit "G" of the Lease; and

          (iv) the  general  contractor  will  receive  a  minimum  of  two  (2)
               sub-trade design build bids with  appropriate  pricing options on
               the sprinkler,  electrical and HVAC  components of the Landlord's
               Work and will  submit  them to the  Tenant  for review and if the
               Tenant,  acting  reasonably,  is not satisfied with the amount of
               the  Leasehold  Improvements  portion of a bid that the  Landlord
               determines is  acceptable  with respect to the  Landlord's  Work,
               then the Landlord shall tender such Leasehold Improvement portion
               one more time,  provided  that the Landlord,  acting  reasonably,
               shall be entitled to award such sub-trade  contracts  without the
               consent of the Tenant after the  Tenant's  review or such further
               tender, as the case may be.

                    Maximum  change order mark-up of 10% on materials and labour
                    by sub-trades on Leasehold Improvements.

          (h)  Separate Pricing

          All items of the  Landlord's  Work that will be affected or revised by
          the Leasehold Improvements (lighting, sprinkler heads, etc.) are to be
          designed and priced with a request for appropriate price options. This
          may be in the form of a request for break-out  pricing,  unit pricing,
          unit  relocation  pricing,  pricing for deletion.  This will allow the
          Landlord and the Tenant's Consultant to fairly and accurately separate
          the cost of the Leasehold  Improvements from that of the Base Building
          Works. The Landlord and the Tenant's  Consultant are to review pricing
          and mutually agree on costing of price options.

          (i)  Reasonableness

          The Landlord and the Tenant's  Consultant,  and each person acting for
          the  Landlord  or the  Tenant  (as the  case may be),  in  making  any
          determination (including,  without limitation, any determination as to
          whether  or not to grant any  consent  or  approval  required  of it),
          designation,  calculation,  estimate,  conversion, or allocation under
          this Offer to Lease,  will act  reasonably  (except if the Tenant's or
          Tenant's  Consultant's consent is not expressly required,  it shall be
          at the Landlord's  sole  discretion,  acting  reasonably)  and in good
          faith and each  accountant,  architect,  engineer,  surveyor and other
          professional person employed or retained by the Landlord or the Tenant
          will act in accordance with the applicable principles and standards of
          such person's profession.

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                                      13
<PAGE>

          (j)  Inspection and Access by the Tenant

          The Tenant and the Tenant's Consultant shall have the right, from time
          to time,  at any  reasonable  time, to visit the Site and perform Site
          inspections,  provided  such  inspections  and access do not interfere
          with or delay the Landlord from  completing the Landlord's Work within
          the Project  Schedule.  The Tenant  shall have the right to access the
          Premises and the Building prior to the  Commencement  Date in order to
          complete the Tenant's  Work;  provided,  however,  that the Landlord's
          Work and  Tenant's  Work  shall be  co-ordinated  as  directed  by the
          Landlord, acting reasonably, in order to allow the Tenant's Work to be
          performed  concurrently  without interference and without delay to the
          Project Schedule.

          (k) Inspection of Premises for Deficiencies

          Prior  to  the  Commencement  Date,  the  Landlord  and  the  Tenant's
          Consultant  shall  conduct  an  inspection  of the  Premises  for  the
          purposes of determining  any defects or deficiencies in the Landlord's
          Work,  which  Landlord's  Work is not in accordance with the Plans and
          Specifications and Working Drawings (the "Deficiencies"). The Tenant's
          Consultant and the Landlord shall prepare a list of the  Deficiencies.
          The Landlord agrees to repair the  Deficiencies in a timely,  diligent
          and good  and  workmanlike  manner.  In no event  will the  Tenant  be
          entitled  to  claim an  offset  against  Rent  under  the  Lease or be
          entitled to a holdback on account of any  Deficiencies  claimed by the
          Tenant.

          (l)  Warranty

          The Landlord agrees to obtain a one (1) year warranty from its general
          contractor and the Landlord agrees to diligently enforce such warranty
          on materials,  labour and workmanship from its general contractor with
          respect to the Base  Building  Works and Tenant  Improvements  for the
          benefit of the Tenant.

          (m)  Conflict

          Nothing  shall be binding  as between  the  Landlord  and the  Tenant,
          except to the  extent set forth in this Offer to Lease or in the Lease
          or as  otherwise  agreed to in writing by the Landlord and the Tenant.
          In the event of a conflict or inconsistency between:

          (i)  the  schedules  attached  to this Offer to Lease,  other than the
               Lease;

          (ii) the provisions of clause 13 hereof;

          (iii) the provisions of the Lease;

          (iv) the Plans and Specifications; and

          (v)  the Working Drawings,

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<PAGE>

               the  following  order  of  priority  shall  be  determinative  in
               resolving  such  conflicts  or   inconsistencies   among  various
               documents:

                       (A) the  schedules attached to this Offer to Lease, other
                           than the Lease;

                       (B)  the Plans and Specifications;

                       (C)  the provisions of clause 13 hereof;

                       (D)  the Lease; and

                       (E)  the Working Drawings.

          (n)  Reimbursement to Tenant

          If this Offer to Lease or the Lease is terminated  in accordance  with
          clause 27 of this Offer to Lease, the Landlord covenants and agrees to
          forthwith  repay to the  Tenant  all  amounts  paid by the  Tenant for
          Leasehold  Improvements  or  increased  costs  associated  with Change
          Orders or other changes generated by the Tenant.

12.       LEASEHOLD IMPROVEMENTS AND LEASEHOLD IMPROVEMENT ALLOWANCE

          (a)  The Landlord  agrees to construct the Leasehold  Improvements  in
               the Premises  diligently and in a good and workmanlike  manner in
               accordance  with the Working  Drawings and in a manner in keeping
               with the Project  Schedule  for the  Building and approved by the
               Landlord's architect,  acting reasonably.  The Landlord agrees to
               pay for the first  Thirty  Dollars  ($30.00)  per square  foot of
               Rentable Area  (excluding roof decks and private patio areas) for
               the Premises  with  respect to the  Leasehold  Improvements  (the
               "Leasehold  Improvement  Allowance")  and shall be payable within
               fourteen  (14) days of invoicing  from the  Landlord,  subject to
               approval of such  invoicing  by the Tenant's  Consultant,  acting
               reasonably and without delay. The Leasehold Improvement Allowance
               may be used to pay the cost of all plans,  permits,  consultants,
               materials and labour for design, construction and installation of
               the  Leasehold  Improvements  and voice and data  cabling and any
               other costs that the  Tenant's  Consultants  approves in writing.
               Any amount incurred over the amount of the Leasehold  Improvement
               Allowance  shall  be to the  account  and  responsibility  of the
               Tenant, and the Tenant,  upon receipt of a draw request including
               confirmation  that the Leasehold  Improvements  described in such
               draw  request  have  been  completed  and  approval  of such draw
               request by the Tenant's Consultant, acting reasonably and without
               delay, covenants to pay such amounts within fourteen (14) days of
               invoicing,  failing which such amount shall be treated as Rent in
               arrears  and as a debt due and owing.  Any unused  portion of the
               Leasehold Improvement Allowance shall be credited to the Tenant's
               account in the form of net free rent from the Commencement  Date.
               Subject to payment of the Leasehold  Improvement Allowance by the
               Landlord,  the  Tenant  shall be liable for and shall pay for all
               amounts owing on account of the Leasehold Improvements that is in
               excess of the Leasehold Improvement Allowance

                                                            INITIAL
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                                                         LANDLORD/TENANT

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<PAGE>

               within  fourteen (14) days of invoicing  from the  Landlord.  Any
               delays in  payment  by the Tenant of such  amounts  shall  accrue
               interest  at the rate of 12% per annum  calculated  semi-annually
               not in  advance  from  the  date  of  invoicing  to the  date  of
               repayment  by the  Tenant.  The  Landlord  will  not  charge  any
               management fee for construction of the Leasehold Improvements.

          (b)  Notwithstanding  anything to the contrary contained in this Offer
               to Lease,  the Tenant may, if it advises the  Landlord in writing
               on or before  August 15, 2000 that it intends to do so, select in
               a timely manner their own design team and project  consultants to
               prepare the Working Drawings for the Leasehold Improvements.  The
               Tenant's  Consultant  shall  provide to the  Landlord the Working
               Drawings  in  accordance  with  the  Project   Schedule  for  the
               Building, approved for permitting and pricing by the Landlord, in
               a timely manner in  accordance  with clause  11(c)(ii)  hereof to
               facilitate  the  Landlord  meeting the Project  Schedule  and the
               terms contained in this Offer to Lease.

13.       TENANT'S APPROVAL ON BUILDING DESIGN / OTHER TENANT USES

          The  Landlord  understands  and  agrees  that  the  Building  shall be
          constructed  for  the  Tenant's  use and the  Tenant,  provided  it is
          occupying the majority of the Rentable  Area in the  Building,  acting
          reasonably  and  without  delay,  shall  have  approval  rights on the
          proposed use of premises in the  Building  and the Second  Building by
          other  tenants and  Material  Design  Issues for the  Building and the
          Site.  The  Landlord  shall  work  with the  Tenant  and the  Tenant's
          Consultant to create a design for the Second Building that is approved
          by the Tenant's  Consultant,  acting reasonably and without delay. The
          Landlord must obtain written  approvals from the Tenant's  Consultant,
          acting reasonably and without delay, for Material Matters and Material
          Design Matters, and shall invite the Tenant's Consultant to attend all
          design meetings  throughout the design  process.  The Tenant agrees to
          provide written responses to the Landlord's  requests for approvals on
          leases,  Material  Matters,  Material  Design  Issues and other design
          issues  that  require  the  Tenant's  or  the  Tenant's   Consultant's
          approval, as the case may be, within four (4) Business Days of receipt
          by  the  Tenant's   Consultant  of  the  request  and  all  plans  and
          information needed by the Tenant's Consultant,  acting reasonably,  to
          consider the request.

14.       PERMITS

          It is the  Landlord's  responsibility  to  secure  all  the  necessary
          building  permits and approvals  required by the City of Vancouver for
          the Leasehold  Improvements  and the Base Building Works. The Landlord
          shall  also be  responsible  for making  application  for a partial or
          conditional  certificate  of  occupancy,  if  available,  and a  final
          certificate  of  occupancy  as issued by the City of Vancouver as they
          apply to the Leasehold Improvements and the Building.

15.       BUILDING NAME

          The  Landlord  agrees  to  name  the  Building  "Pivotal   Corporation
          Building" on the terms set out in the Lease.

                                                             INITIAL
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                                                         LANDLORD/TENANT

                                     16
<PAGE>

16.       PARKING

          The  Landlord  agrees to lease the  number  of  parking  stalls to the
          Tenant on the  terms and  conditions  set out in  Section  26.7 of the
          Lease. Parking charges per parking stall shall be fixed at:

          (a)  One Hundred Ten Dollars ($110.00) per month for years 1 - 5;

          (b)  One Hundred Twenty Five Dollars ($125.00) per month for years 6 -
               10; and

          (c)  One Hundred Forty Five Dollars ($145.00) per month for years 11 -
               15.

          After  the  Second   Building  is  developed   the  parking  shall  be
          re-apportioned  based on the Tenant's  proportionate share of Rentable
          Area on the Site.

17.       USE OF PREMISES

          The Premises are to be used for general business use.

18.       LEASE FORM AND AMENDMENTS TO LEASE AT COMMENCEMENT

          (a)  Not later  than  September  1,  2000,  the  parties  will sign in
               duplicate the Lease in the form  attached  hereto as Schedule "D"
               and deliver all copies to Koffman  Kalef,  Business  Lawyers,  to
               hold in trust until  notice is received  from the Landlord or the
               Tenant, as the case may be, that either:

               (i)  this  Offer  to  Lease  has  been  terminated  or  otherwise
                    cancelled; or

               (ii) that the upset dates  described in clauses 26 and 27 of this
                    Offer to Lease have  expired  and this  transaction  has not
                    otherwise been cancelled or terminated,

               provided that the Landlord may deliver to any proposed  lender or
               purchaser  of the Site a  certified  true  copy of the Lease on a
               confidential basis,  pursuant to a confidentiality  agreement,  a
               copy of which is provided to the Tenant.

          (b)  In the event  this Offer to Lease or the Lease is  terminated  in
               accordance  with  the   aforementioned   provision  or  otherwise
               cancelled  then,  in  addition  to any other  provisions  of this
               Offer,  all executed  copies of the Lease will be returned to the
               Tenant for destruction.

          (c)  In the event the upset dates have  expired  and this  transaction
               has not otherwise been  cancelled or terminated,  one copy of the
               Lease will be  delivered  to each of  Landlord  and Tenant on the
               date of Delivery  of  Possession  of the  Premises to the Tenant,
               subject to the parties first agreeing upon the changes  described
               in the next paragraph.

          (d)  The parties agree that at any time, upon the request of the other
               party,  to  re-execute  and  re-deliver  the Lease  modified  and
               updated to reflect the following:

                                                            INITIAL
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                                                         LANDLORD/TENANT


                                   17
<PAGE>

               (i)  the actual size of the Premises (as defined in the Lease) as
                    constructed (Section 2.1 of the Lease);

               (ii) the actual Commencement Date (Article 5 of the Lease); and

               (iii)such other  amendments  and  modifications  as the  parties,
                    acting reasonably, shall agree to from time to time.

               If either the Landlord or the Tenant  refuses or neglects to sign
               the  Lease,  the  Landlord  and the  Tenant  agree  that they are
               nonetheless   bound  by  the  terms  of  the   Lease   which  are
               incorporated by reference into this Offer to Lease.

19.       END INVESTOR

          The Landlord and the Tenant understand and agree that the Building and
          the Site may be sold to a third party  investor (the "End  Investor"),
          and that the Tenant  shall have the right to approve the  identity and
          financial  standing  of the  End  Investor,  such  approval  not to be
          unreasonably withheld or delayed. The End Investor will assume all the
          obligations  of the  Landlord  and the  Landlord  will not be released
          until the  Commencement  Date has  occurred  and the End  Investor has
          delivered to the Tenant an  agreement in favour of the Tenant  whereby
          the End Investor assumes all obligations of the Landlord in the Lease.

20.       ENTIRE AGREEMENT

          It is  understood  and agreed  that the terms and  conditions  of this
          Offer to Lease  shall be those  expressly  set out  herein  and in the
          Schedules  attached hereto and, except as expressly set out herein and
          in the attached  Schedules  hereto,  there are no  collateral or other
          representations,  warranties, conditions or agreements of the Landlord
          and none shall be implied.

21.       BINDING AGREEMENT

          This Offer to Lease and its  Schedules and the  Landlord's  acceptance
          hereof  shall  constitute  a binding  agreement  by the parties on and
          subject to the terms and conditions herein  contained.  Such agreement
          may not be assigned or otherwise transferred by the Tenant without the
          prior  written  consent of the Landlord.  The Landlord  shall obtain a
          written  assumption  in favour of and  delivered  to the Tenant of its
          obligations  under this Offer to Lease from any party it transfers its
          interest  in the  Site to  provided  that  the  Landlord  will  not be
          released until the  Commencement  Date has occurred.  If there are two
          (2) or more offerors hereunder comprising the Tenant, the liability of
          such offerors shall be joint and several.

22.       TIME OF ESSENCE

          Time shall be of the essence of this Offer to Lease.

                                                            INITIAL
                                                           -----------
                                                          LANDLORD/TENANT

                                   18
<PAGE>

23.       OPTIONS TO RENEW

          (a)  If the Tenant is not then in material default of the covenants in
               the  Lease  to be  performed  and  observed  by the  Tenant,  the
               Landlord shall grant to the Tenant,  upon six (6) months' written
               notice  prior to the  expiration  of the  Term or the  applicable
               renewal term, as the case may be, two (2) renewal leases each for
               a term of three (3)  years  upon the same  terms  and  conditions
               contained  herein,  save as to Rent,  parking charges,  Leasehold
               Improvement Allowance and any other inducements and clauses 5, 6,
               7, 8 and 9  inclusive  of this Offer to Lease  (unless the Tenant
               still has its original rights under such provisions).

          (b)  The  Rent and  parking  charges  payable  by the  Tenant  and any
               inducements  during each  renewal  term shall be  negotiated  and
               agreed upon between the parties prior to the commencement of such
               renewal term based on the  prevailing  fair market rent with fair
               market  inducements  and  fair  market  parking  charges  at  the
               commencement of such renewal term for similarly improved premises
               of similar size, quality, use and location in office buildings of
               a similar size,  quality and location in Vancouver less the value
               of  improvements  paid by the  Tenant in excess of the  Leasehold
               Improvement  Allowance  (depreciated  on a straight  line basis).
               Failing such  agreement,  then within two (2) months prior to the
               commencement of such renewal term, Rent,  parking charges and any
               inducements  shall be  determined  by  arbitration  as set out in
               Section 6.1(a)(ii) and Exhibit "G" to the Lease.

24.       ASSIGNMENT BY LANDLORD

          The rights and  obligations in this Offer to Lease may not be assigned
          by the Landlord without the prior written consent of the Tenant, which
          consent may not be unreasonably  withheld,  provided that the Landlord
          may assign to an affiliate or a subsidiary  of the Landlord or as part
          of a corporate reorganization, in which case, such assignment may take
          place without the said consent of the Tenant,  but  nevertheless,  the
          Landlord  shall not be  released  from its  obligations  herein,  and,
          subject  to the terms and  conditions  of clause  19,  the  rights and
          obligations  in  this  Offer  to  Lease  may be  assigned  to the  End
          Investor.  Notwithstanding  the  foregoing,   representatives  of  PCI
          Properties  Corp. shall remain project manager and the primary contact
          personnel with the Tenant for the completion of the Landlord's Work.

25.       INTENTIONALLY DELETED

26.       CITY OF VANCOUVER APPROVALS

          The Tenant  shall  assist  the  Landlord  in meeting  with the City of
          Vancouver  officials  throughout the Site rezoning process as shall be
          reasonably necessary. Subject to Force Majeure, the Landlord shall use
          reasonable   commercial  efforts  to  have  the  Site  rezoned  and  a
          development  permit in place prior to April 1, 2001.  Subject to Force
          Majeure,  if such  development  permit and rezoning are not enacted by
          December  31,  2001,  the  Landlord and the Tenant shall each have the
          option of  terminating  this Offer to Lease by  written  notice to the
          other  delivered  within  five (5)  Business  Days of such  date,  and
          neither party shall have any further obligation to the

                                                            INITIAL
                                                           -----------
                                                         LANDLORD/TENANT

                                      19
<PAGE>

          other  and the  Security  Deposit  plus GST shall be  returned  to the
          Tenant.

27.       CONSTRUCTION COMMENCEMENT DEADLINE - UPSET DATE AND REMEDY

          If the  development  permit for the  Building  has not been  issued by
          December 1st, 2001, the permit or permits  authorizing the Landlord to
          construct the Building to at least the state that it is in on November
          30, 2001 have not been issued and the Building  Construction Start (as
          defined  in clause  7) has not  occurred  for any  reason on or before
          December  1st,  2001,  then,  provided  that the Landlord is unable to
          satisfy the Tenant, acting reasonably,  by such date that the Building
          can be  substantially  performed and that the entire  premises will be
          ready of occupancy by Tenant on or before  October 1, 2002, on receipt
          of written notice from the Tenant to the Landlord received by December
          5, 2001,  this Offer to Lease and the Lease shall be null and void and
          the  Security  Deposit  (as  defined in clause 28) shall be  forthwith
          returned to the Tenant and neither  party shall have any further claim
          against  the other  with  respect  to this  Offer to Lease and  Lease.
          Notwithstanding the foregoing, Force Majeure shall not apply to extend
          the dates in this clause 27.

28.       SECURITY DEPOSIT

          Within  two (2) days of  execution  by both  parties  of this Offer to
          Lease,  the  Tenant  will  provide a letter  of  credit  issued to the
          Landlord in an amount of  $1,000,000.00  to be held upon the terms and
          conditions  contained  in  section  6.3 of the  Lease  (the  "Security
          Deposit").  Not later than July 3, 2001, the Security  Deposit will be
          increased  to  $3,750,000.00  and,  not later than July 2,  2002,  the
          Security Deposit will be increased to $7,855,000.00 (calculated as two
          (2)  years'  gross  rent  of  approximately  $62.84  per  square  foot
          multiplied by 125,000 square feet).  The terms of Exhibit "F" attached
          to the Lease,  as well as the  provisions  in section 6.3 of the Lease
          requiring  that  cash  proceeds  be held in trust in  interest-bearing
          certificates  shall apply to all of the security  provided  under this
          clause, mutatis mutandis.

29.       TENANT'S COVENANTS

          The Tenant covenants and agrees with the Landlord that:

          (a)  that it will not assign or sublet the Lease or the  Premises,  or
               any portions  thereof,  or permit same to be used or occupied by,
               Costco  Wholesale Canada Ltd. or any of its affiliates for office
               use or for a wholesale/retail  outlet prior to January 1, 2010 or
               Seagate  Software  Information  Management Group (Canada) Inc. or
               any of its affiliates for office use prior to January 1, 2010 and
               that  Pacific  Place  Holdings  Ltd.  as the  owner of the  lands
               comprising  Concord  Pacific  Place,  may register a  restrictive
               covenant  to secure  this  restriction  against  the Site for the
               benefit of adjacent lands;

          (b)  it will not object, directly or indirectly,  to any lawful aspect
               of the development of the lands comprising Concord Pacific Place;
               and

                                                            INITIAL
                                                           -----------
                                                         LANDLORD/TENANT

                                    20
<PAGE>

          (c)  the nature of developments  in Concord  Pacific Place,  including
               height,  size and location of  developments  and any art piece on
               these developments are not material to the Tenant proceeding with
               the transaction as contemplated in this Offer to Lease.

30.       COMMUNICATIONS EQUIPMENT

          (a)  The  Tenant  shall  be  responsible  for  the   installation  and
               maintenance   of   its   telephones,    computers   and   special
               communications  equipment,  including  satellite  dishes or other
               antennae (herein collectively called "Communications Equipment").
               The Tenant  acknowledges  that the Landlord has authorized  Novus
               Entertainment  (B.C.) Inc.  ("Novus") to provide cable television
               and Telus to provide certain other communications links, services
               and facilities  for the Project  including,  without  limitation,
               voice data and video communications  services and facilities (the
               "Communications  Services and Facilities") to the Project. To the
               extent  that Novus and Telus are unable to meet the  requirements
               of the Tenant or any Related Party (as defined in the Lease):

               (i)  on reasonably competitive commercial terms; or

               (ii) from a technological or timetable standpoint,

               then the  Tenant  and  Related  Party  shall  have no  obligation
               whatsoever to use either Novus or Telus, as the case may be.

          (b)  The Landlord  covenants and agrees that the Tenant shall have the
               right to supply or designate one or more  additional  carriers to
               supply Communications  Services and Facilities to the Tenant, any
               Related Party and others doing business with the Tenant.  Without
               limiting the generality of the  foregoing,  the Tenant shall have
               the right to install or cause to be  installed  from time to time
               Communications  Equipment in the Building,  including on the roof
               of the  Building  or  the  Second  Building.  There  shall  be no
               additional  charge  payable by the Tenant to the Landlord for the
               Communications  Services  and  Facilities  or for the use of such
               areas   in  the   Project   or  for  the   installation   of  the
               Communications Equipment. The Tenant's vendor, as the designee of
               the Tenant,  shall have the right to install  the  Communications
               Equipment and such vendor and the Tenant,  jointly and severally,
               shall indemnify the Landlord and be solely responsible,  at their
               cost  and  expense,   for  the  maintenance  and  repair  of  the
               Communications   Equipment,   and  the  Landlord  shall  have  no
               responsibility  with  respect  thereto  unless  the same was made
               necessary  by the  negligence  or wilful act of the  Landlord  or
               Landlord's Agents (as defined the Lease).

          (c)  The Landlord and the Tenant  acknowledge  and agree to enter into
               and execute an amendment to this Offer to Lease that sets out the
               final terms and  conditions  for clause  30(a) upon  agreement to
               such terms by the Tenant and Pacific Place Holdings Ltd.

                                                            INITIAL
                                                           -----------
                                                        LANDLORD/TENANT

                                      21
<PAGE>

31.       SIGNAGE

          The Tenant  shall  have the right to erect  signage  as  described  in
          Section 2.4 of the Lease.

32.       TITLE MATTERS

          The Landlord agrees with the Tenant that on or before the Commencement
          Date, it shall have received, to the extent it is lawfully entitled to
          same after  complying,  or causing to be complied  with, the terms and
          conditions  of  the  following  described  encumbrances,  the  written
          agreement  or written  assurance of the City of Vancouver to discharge
          from the title to the Site those  encumbrances  described  in Schedule
          "E" (Part 1) hereto and,  furthermore,  the  Landlord  agrees with the
          Tenant to indemnify and save harmless the Tenant for any claims, costs
          or liabilities  that the Tenant may incur with respect to the Landlord
          failing to pay any financial obligations or comply with any conditions
          or requirements  contained in those encumbrances described in Schedule
          "E" (Part 2) hereto.

33.       NOTICES

          (a)  Notice

          All  notices  to be given  hereunder  shall be in  writing  and may be
          served personally or forwarded by registered or certified mail, return
          receipt  requested or may be forwarded by private  overnight  delivery
          service or by facsimile,  provided that a receipt or proof of delivery
          thereof  can be  produced  and shall be  addressed  to the  respective
          parties as follows:

          (i)  to the Landlord:

                            PCI Properties Corp.
                            1700 - 1030 West Georgia Street
                            Vancouver, British Columbia
                            V6E 2Y3
                            Attention:  Dan Turner
                            Facsimile:  (604) 688-2328

               with a copy delivered concurrently to:

                            Koffman Kalef
                            Business Lawyers
                            1900 - 885 West Georgia Street
                            Vancouver, British Columbia
                            V6C 3H4
                            Attention:  Patrick J. Julian
                            Facsimile:  (604) 891-3788

                                                            INITIAL
                                                           -----------
                                                         LANDLORD/TENANT
                                     22
<PAGE>

            (ii) to the Tenant:

                            Pivotal Corporation
                            300 - 224 West Esplanade
                            North Vancouver, British Columbia
                            V7M 3M6
                            Attention:  Andre Beaulieu
                            Facsimile:  (604) 983-6658

                 with a copy delivered concurrently to:

                            Owen, Bird
                            Barristers and Solicitors
                            2900 - 595 Burrard Street
                            Vancouver, British Columbia
                            V7X 1J5
                            Attention:  Jack Grant
                            Facsimile:  (604) 688-2827

               or to such other  address as may be  contained  in a notice  from
               either party to the other given pursuant to this clause 33.

          (b)  Effectiveness of Notice

               Notice  shall be deemed  given when  delivered or when receipt is
               refused.

34.       SUCCESSORS AND ASSIGNS

          The covenants,  conditions  and agreements  contained in this Offer to
          Lease  shall be  binding  upon and shall  enure to the  benefit of the
          Landlord and the Tenant and their respective  permitted successors and
          assigns.

35.       OFFER TO LEASE SHALL GOVERN

          The provisions of this Offer to Lease formed by the acceptance of this
          Offer to Lease by the Landlord shall, except as hereinafter  provided,
          survive the execution of the Lease. In the event of any  inconsistency
          between the  provisions  of this Offer to Lease and the  provisions of
          the Lease or any  difference  in language  covering  the same  subject
          matter, the provisions of the Lease shall govern,  provided that until
          the Lease is executed and  delivered,  the provisions of this Offer to
          Lease shall govern.

36.       AGENCY DISCLOSURE

          (a)  The  Tenant  has an agency  relationship  with CB  Richard  Ellis
               Limited  (Agent)  and Lisa Ayrton  (Salesperson)  and Blair Quinn
               (Salesperson) for this Lease negotiation.

                                                           INITIAL
                                                          -----------
                                                        LANDLORD/TENANT

                                    23
<PAGE>

          (b)  The Landlord  has an agency  relationship  with CB Richard  Ellis
               Limited  (Agent)  and Lisa Ayrton  (Salesperson)  and Blair Quinn
               (Salesperson)  and Jim  Szabo  (Salesperson)  in the  sale of the
               Building and the Site to the End Investor.

37.       FACSIMILE TRANSMISSION

          A party  hereto  may  signify  its  agreement  to the terms  hereof by
          facsimile transmission. A facsimile of this Offer to Lease received by
          a  party  hereto  which  shows  the  signature(s)  of  the  authorized
          signatory(ies)  of the other party will be good proof of  execution by
          that other party.

38.       TIME FOR ACCEPTANCE

          This Offer to Lease is open for  acceptance  until  3:00 p.m.  Pacific
          Time,  on July 31,  2000,  after  which time,  if not  accepted by the
          Tenant,  this Offer to Lease shall be null and void. Upon execution of
          this Offer to Lease (Restated),  the Offer to Lease dated May 23, 2000
          shall be automatically terminated and at an end.


     DATED at Vancouver, British Columbia, this ______ day of July, 2000.


     PIVOTAL CORPORATION


     Per:___________________________              _____________________________
         (Authorized Signatory)                    Witness



     We hereby accept this Offer to Lease and agree to be bound by the terms and
     conditions contained herein.


     DATED at Vancouver, British Columbia, this 31st day of July, 2000.


     PCI PROPERTIES CORP.


     Per:___________________________              _____________________________
         (Authorized Signatory)                   Witness


                                                            INITIAL
                                                           -----------
                                                        LANDLORD/TENANT


                                     24
<PAGE>



                                  SCHEDULE "A"


                                    SITE PLAN
















                                                            INITIAL
                                                           -----------
                                                          LANDLORD/TENANT
<PAGE>


                                  SCHEDULE "B"


                               BASE BUILDING WORK

                                [To be attached]


















                                                            INITIAL
                                                           -----------
                                                         LANDLORD/TENANT
<PAGE>


                                  SCHEDULE "C"


                            RENDERING OF THE BUILDING











                                                            INITIAL
                                                           -----------
                                                        LANDLORD/TENANT

<PAGE>


                                  SCHEDULE "D"


                                      LEASE











                                                             INITIAL
                                                            -----------
                                                          LANDLORD/TENANT

<PAGE>


                                  SCHEDULE "E"


                                     PART 1


                          ENCUMBRANCES TO BE DISCHARGED


     1. Section 219 Covenant BG426186

     2. Section 219 Covenant BG426191

     3. Section 219 Covenant BG426192 (BM268189)

     4. Section 219 Covenant BG426198

     5. Section 219 Covenant BG426205 (BK209354 and BL261871)

     6. Option to Purchase BG426206 (BK209355 and BL261872)

     7. Section 219 Covenant BG426207 (BK209356 and BL261873)

     8. Section 219 Covenant BG426208 (BK209363)

     9. Section 219 Covenant BG426212

     10. Section 219 Covenant BG426214

     11. Section 219 Covenant BG426216

     12. Section 219 Covenant BG426219 (BK320655 and BM268178)

     13. Section 219 Covenant BG426224

     14. Section 219 Covenant BG426231

     15. Mortgage BK372839

     16. Option to Purchase BM34056

     17. Mortgage BN285252

     18. Assignment of Rents BN285253

                                                            INITIAL
                                                           -----------
                                                         LANDLORD/TENANT


<PAGE>



     19. Mortgage BN294061

     20. Option to Purchase BN294063



                                     PART 2


                ENCUMBRANCES FOR LANDLORD TO INDEMNIFY FOR UNTIL

                     MATTERS CONTAINED THEREIN ARE COMPLETED


     1. Easement and Indemnity Agreement R103403

     2. Easement GB48625

     3. Equitable Charge GD114771 (GH426165, BN281110 and BH411859)

     4. Equitable Charge BG266332 (BG426166 and BN281111)

     5. Equitable Charge BG426163 (BN281115 and BN315895)

     6. Section 219 Covenant BG426216

     7. Section 219 Covenant BG426219

     8. Section 219 Covenant BG426224

     9. Section 219 Covenant BG426331






                                                             INITIAL
                                                            -----------
                                                          LANDLORD/TENANT




                                       2
<PAGE>