EXHIBIT 10.23



                   FIRST AMENDMENT TO RESTATED OFFER TO LEASE


THIS AGREEMENT made as of the 16th day of October, 2000.


BETWEEN:

          PCI  PROPERTIES  CORP., a company  incorporated  under the laws of the
          Province of British  Columbia and having an office at 1700 - 1030 West
          Georgia Street, Vancouver, British Columbia, V6E 2Y3

          (the "Landlord")

AND:

          PIVOTAL  CORPORATION,  a  company  incorporated  under the laws of the
          Province  of British  Columbia  and having an office at 300 - 224 West
          Esplanade, North Vancouver, British Columbia, V7M 3M6

          (the "Tenant")


WHEREAS:

A.   Pursuant  to a  restated  offer  to lease  made the 28th day of July,  2000
     between the parties (the "Offer to Lease"), the Landlord agreed to lease to
     the Tenant, and the Tenant agreed to lease from the Landlord,  the Premises
     in the Building (currently unbuilt) on the terms and conditions therein;

B.   In connection  with the Offer to Lease,  the parties agreed to enter into a
     definitive  office lease agreement  substantially  in the form and upon the
     terms and  conditions as set forth in the form of office lease  attached as
     Schedule "D" to the Offer to Lease (the "Lease");

C.   The  parties  have made and  agreed to certain  changes  to the  provisions
     relating to the security deposit in section 6.3 of the Lease, which changes
     the parties have determined should form part of the Offer to Lease;

D.   The  parties  have  agreed  to amend  the  Offer to Lease on the  terms and
     conditions provided for herein.

NOW THEREFORE  THIS  AGREEMENT  WITNESSES  that in  consideration  of the mutual
covenants and agreements herein contained the parties hereto agree as follows:

1.   Definitions

     Unless  the  context  otherwise  requires,  terms  which  are  used in this
     Agreement (including the Recitals),  and not otherwise defined herein, have
     the meanings given to them by the Offer to Lease.


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2.   Amendments to Offer to Lease

     (a)  The Offer to Lease is hereby amended by deleting section 28 thereof in
          its entirety and substituting the following therefor:

          "28. Within two (2) days of execution by both parties of this Offer to
               Lease,  the  Tenant  covenants  and agrees to 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").  Upon five (5) business days'
               notice  that  the  Landlord   will   commence   pouring  for  the
               foundations/footings  for the Building,  the Tenant covenants and
               agrees to increase the Security  Deposit to  $3,750,000.00  on or
               before the date the Landlord commences such pouring.  Thereafter,
               the Tenant  covenants and agrees to increase the Security Deposit
               to an amount equal to two (2) years' gross rent (for example, the
               Security  Deposit  would be  $7,855,000.00  if the gross rent was
               $62.84 per square foot and the Rentable  Area of the Premises was
               125,000  square  feet) on or before the  Commencement  Date.  The
               terms  of  Exhibit  "F"  attached  to the  Lease,  as well as the
               provision  of  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."

3.   Effect on Offer to Lease

     (a)  This Agreement is supplemental to and shall be read with and deemed to
          be part of the Offer to Lease and the  Offer to Lease  shall  from the
          date of this Agreement be read in conjunction with this Agreement.

     (b)  This  Agreement  shall  henceforth  have effect so far as practical as
          though all of the  provisions of the Offer to Lease and this Agreement
          were, as appropriate, contained in one instrument.

     (c)  All of the  provisions  of the Offer to Lease,  except only insofar as
          the  same  may be  consistent  with  the  express  provisions  of this
          Agreement, shall apply to this Agreement.

     (d)  The  Offer  to  Lease  as  changed,  altered,  amended,  modified  and
          supplemented by this Agreement shall be and continue in full force and
          effect and be binding upon the parties and is hereby  confirmed in all
          respects,  and for the  purposes  of the Lease  reference  to the term
          "Offer"  therein  shall be  deemed  to refer to the  Offer to Lease as
          amended hereby and as further amended and modified from time to time.

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IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as
of the day and year first above written.


PCI PROPERTIES CORP.


Per:   _____________________
       Authorized Signatory


PIVOTAL CORPORATION


Per:   _____________________
       Authorized Signatory





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