THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
     THEY  MAY  NOT  BE  SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE
     ABSENCE  OF  AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN
     OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY  TO  THE  COMPANY  THAT SUCH
     REGISTRATION  IS  NOT  REQUIRED  UNDER  THE  SECURITIES  ACT  OF  1933.


                           FORM A SUBSCRIPTION WARRANT
                To Purchase Shares of Series A Preferred Stock of
                              Evolve Software, Inc.

                                                                     Number:____

THIS CERTIFIES that, for value received [______________], is entitled, upon the
terms and subject to the conditions hereinafter set forth, to purchase from
Evolve Software, Inc., a Delaware corporation (the "COMPANY"), that number of
fully paid and nonassessable shares of the Company's Series A Preferred Stock,
par value $0.001 per share ("COMMON STOCK") at the purchase price per share as
set forth in Section 1 below ("EXERCISE PRICE").  The number of shares and
Exercise Price are subject to adjustment as provided in Section 9 hereof.

This instrument is one of several warrants in similar form (the "FORM A
SUBSCRIPTION WARRANTS") issued pursuant to the Series A Preferred Stock Purchase
Agreement dated September 23, 2001 (the "PURCHASE AGREEMENT") between the
Company and the purchasers of the Company's Series A Preferred Stock (the
"SERIES A PREFERRED STOCK") named therein, which Form A Subscription Warrants
are exercisable to purchase up to an aggregate of 500,000 shares of Series A
Preferred Stock.  Pursuant to the Purchase Agreement, the Company also issued
(i) "Form B Subscription Warrants" to purchase an additional 500,000 shares of
Series A Preferred Stock (the "FORM B SUBSCRIPTION WARRANTS"), and (ii)
"Investment Warrants" to purchase up to 7,000,000 shares of Common Stock of the
Company (the "INITIAL INVESTMENT WARRANTS").

     Section 1.     Number of Shares; Exercise Price; Term.
                    --------------------------------------

          1.1     Subject to adjustments as provided herein, this Warrant is
exercisable for up to [______________] shares (the "SHARES") of Series A
Preferred Stock for an aggregate purchase price of $[______________], or a
purchase price of $10.00 per share.

          1.2     Subject to the terms and conditions set forth herein, this
Warrant shall be exercisable during the term commencing on the date hereof and
ending on the earlier of (a) the first anniversary of the date of this warrant,
and (b) 5:00 p.m., California time, or the thirtieth day after the Company
provides the holder hereof notice that an Acceleration Event has occurred and
shall be void thereafter.  For purposes hereof, an Acceleration Event means the
date that holders of Form A Subscription Warrants covering at least 75% of the
Shares initially subject to Form A Subscription Warrants exercise such warrants
in full.  Notwithstanding the foregoing, if the holder hereof receives a notice
of an Acceleration Event from the Company under any Form B Subscription Warrant
held


<PAGE>
by the holder and fails to exercise such Form B Subscription Warrant in full
prior to its expiration, then this Form A Subscription Warrant shall terminate
on the date such Form B Subscription Warrant terminates unexercised.  Upon
exercise of this Warrant, in addition to the Shares purchased upon such exercise
the Company shall deliver to the holder a warrant (the "ADDITIONAL INVESTMENT
WARRANT") in the same form as the Initial Investment Warrants to purchase that
number of shares of the Company's Common Stock, par value $0.001 per share,
equal to 25% of the number of shares of Common Stock issuable upon conversion of
the Shares issued upon exercise hereof as of the date of such exercise.  The per
share exercise price of the Additional Investment Warrant shall be $1.00,
provided, however, that if the exercise price and number of shares issuable upon
exercise of the Initial Investment Warrants have been adjusted prior to issuance
of the Additional Investment Warrant in accordance with the terms of such
Initial Investment Warrants, then the exercise price and number of shares
issuable upon exercise of the Additional Investment Warrant shall be
correspondingly adjusted.

     Section 2.     Title to Warrant.  This Warrant and all rights hereunder are
                    ----------------
transferable, in whole or in part, but only with the prior written consent of
the Company, which shall not be unreasonably withheld, and provided that the
Company's consent shall not be required for the transfer of this Warrant, in
whole or in part, to any affiliate or limited partner of the holder.  Transfers
shall occur at the office or agency of the Company by the holder hereof in
person or by duly authorized attorney, upon surrender of this Warrant together
with the Assignment Form annexed hereto properly endorsed.

     Section 3.     Exercise of Warrant.
                    -------------------

          3.1     The purchase rights represented by this Warrant are
exercisable by the registered holder hereof, in whole or in part, at any time,
or from time to time, during the term hereof as described in Section l above, by
the surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the holder hereof, at the office of the
Company in Emeryville, California (or such other office or agency of the Company
as it may designate by notice in writing to the registered holder hereof at the
address of such holder appearing on the books of the Company), and upon payment
of the purchase price of the shares thereby purchased in cash or check
acceptable to the Company, whereupon the holder of this Warrant shall be
entitled to receive a certificate for the number of Shares so purchased and, if
this Warrant is exercised in part, a new Warrant for the unexercised portion of
this Warrant.

          3.2     The Company agrees that, upon exercise of this Warrant in
accordance with the terms hereof, the shares so purchased shall be deemed to be
issued to such holder as the record owner of such shares as of the close of
business on the date on which this Warrant shall have been exercised.
Certificates for shares purchased hereunder and, on partial exercise of this
Warrant, a new Warrant for the unexercised portion of this Warrant shall be
delivered to the holder hereof as promptly as practicable after the date on
which this Warrant shall have been exercised.

          3.3     The Company covenants that all shares which may be issued upon
the exercise of rights represented by this Warrant will, upon exercise of the
rights represented by this Warrant and payment of the Exercise Price, be fully
paid and nonassessable and free from all taxes, liens and charges in respect of
the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously or otherwise specified herein).


                                        2
<PAGE>
          3.4     The Company will reserve and keep available free from
preemptive rights, out of its authorized but unissued shares of Series A
Preferred Stock, the full number of Shares deliverable upon the exercise of this
Warrant in full.  The Company or, if appointed, a transfer agent (a "TRANSFER
AGENT") will be irrevocably authorized and directed at all times to reserve such
number of authorized shares of  Series A Preferred Stock as are required for
such purpose.  The Company will keep a copy of this Warrant on file with each
Transfer Agent.  The Company will furnish such Transfer Agent with a copy of all
notices of adjustments and certificates related thereto which are transmitted to
the holder pursuant to Section 11 hereof.

     Section 4.     Charges, Taxes and Expenses.  Issuance of certificates for
                    ---------------------------
shares upon the exercise of this Warrant shall be made without charge to the
holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant; provided, however, that in the event certificates for
shares are to be issued in a name other than the name of the holder of this
Warrant, this Warrant when surrendered for exercise or conversion shall be
accompanied by the Assignment Form attached hereto duly executed by the holder
hereof and the Notice of Exercise duly completed and executed and stating in
whose name and certificates are to be issued; and provided further, that such
assignment shall be subject to applicable laws and regulations.  Upon any
transfer involved in the issuance or delivery of any certificates for shares of
the Company's securities, the Company may require, as a condition thereto, the
payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto.

     Section 5.     No Rights as Shareholders.  This Warrant does not entitle
                    -------------------------
the holder hereof to any voting rights, dividend rights or other rights as a
shareholder of the Company prior to the exercise hereof.

     Section 6.     Exchange and Registry of Warrant.  The Company shall
                    --------------------------------
maintain a registry showing the name and address of the registered holder of
this Warrant.  This Warrant may be surrendered for exchange, transfer or
exercise in accordance with its terms, at the office of the Company, and the
Company shall be entitled to rely in all respects, prior to written notice to
the contrary, upon such registry.

     Section 7.     Loss, Theft, Destruction or Mutilation of Warrant.  Upon
                    -------------------------------------------------
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.

     Section 8.     Saturdays, Sundays, Holidays, etc.  If the last or appointed
                    ----------------------------------
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday or a Sunday or a legal holiday.


                                        3
<PAGE>
     Section 9.     Adjustment of Exercise Price/Antidilution Protection.  The
                    ----------------------------------------------------
Exercise Price and the number of Shares issuable upon exercise of this Warrant
are subject to adjustment from time to time as described in this Section 9. All
calculations under this Section 9 will be made to the nearest one-hundredth of a
cent or to the nearest one-hundredth of a share, as the case may be. If the
Company shall (1) subdivide or reclassify the outstanding shares of Series A
Preferred Stock into a greater number of shares, or (2) combine or reclassify
the outstanding Series A Preferred Stock into a smaller number of shares, the
number of Shares issuable upon exercise of this Warrant at the effective date of
such subdivision, combination or reclassification shall be proportionately
adjusted so that the holder after such date shall be entitled to purchase the
number of Shares which such holder would have owned or been entitled to receive
after such date had this Warrant been exercised immediately prior to such date.
In such event the Exercise Price in effect at the effective date of such
subdivision, combination or reclassification shall be adjusted to the number
obtained by dividing (x) the product of (A) the number of Shares issuable upon
the exercise of this Warrant before such adjustment and (B) the Exercise Price
in effect immediately prior to the issuance giving rise to this adjustment by
(y) the new number of shares issuable upon exercise of the Warrant determined
pursuant to the immediately preceding sentence. In the event of any adjustment
to Series A Conversion Price, as defined in the Certificate of Designation,
pursuant to Section 3 of the Certificate of Designation (including any provision
for distributions pursuant to Section 3(h) thereof), then, upon issuance of any
Shares pursuant to the exercise hereof, the conversion price for such Shares
shall be equal to the Series A Conversion Price as adjusted on the date of such
issuance, and the amount of any distributions per share of Series A Preferred
Stock made to holders thereof pursuant to Section 3(h) of the Certificate of
Designation shall be delivered by the Company to the holder for each Share
issued hereunder at the time this Warrant is exercised.

     Section 10.     Notice of Adjustments; Notices.  Whenever the Exercise
                     ------------------------------
Price or number of shares purchasable hereunder shall be adjusted pursuant to
Section 9 hereof, the Company shall issue a certificate signed by its Chief
Financial Officer setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated and the Exercise Price and number of shares purchasable hereunder
after giving effect to such adjustment, and shall cause a copy of such
certificate to be mailed (by first class mail, postage prepaid) to the holder of
this Warrant and to the Transfer Agent.

     Section 11.     Miscellaneous.
                     -------------

          11.1     Governing Law.  This Warrant shall be binding upon any
                   -------------
successors or assigns of the Company.  This Warrant shall constitute a contract
under the laws of Delaware and for all purposes shall be construed in accordance
with and governed by the laws of said state, without giving effect to the
conflict of laws principles.

          11.2     Restrictions.  THESE SECURITIES HAVE NOT BEEN REGISTERED
                   ------------
UNDER THE SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


                                        4
<PAGE>
          11.3     Attorney's Fees.  In any litigation, arbitration or court
                   ---------------
proceeding between the Company and the holder relating hereto, the prevailing
party shall be entitled to reasonable attorneys' fees and expenses incurred in
enforcing this Warrant.

          11.4     Amendments.  This Warrant may be amended and the observance
                   ----------
of any term of this Warrant may be waived only with the written consent of the
Company and the holder hereof or its successor in interest.

          11.5     Notice.  Any notice required or permitted hereunder shall be
                   ------
deemed effectively given upon personal delivery to the party to be notified or
upon deposit with the United States Post Office, by certified mail, postage
prepaid and addressed to the party to be notified at the address indicated below
for such party, or at such other address as such other party may designate by
ten-day advance written notice.


                                        5
<PAGE>
     IN WITNESS WHEREOF, Evolve Software, Inc. has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:  October ___, 2001


                        EVOLVE  SOFTWARE,  INC.




                        By:

                        Title:     ___________________________________



WARRANT  HOLDER:

_______________________
_______________________
_______________________


By:

Title:     ___________________________________


<PAGE>
                               NOTICE OF EXERCISE
                               ------------------


To:     Evolve  Software,  Inc.

     1.     The  undersigned  hereby irrevocably elects to exercise the Warrant,
represented  by  the  attached  Certificate,  to purchase ___ shares of Series A
Preferred  Stock  ("SHARES")  as provided for therein and upon confirmation from
the  Company  that  such  Shares  will  be issued, agrees that it will tender in
payment  for  such Shares payment of the purchase price in full in the form of a
wire  transfer  of  immediately available funds to the order of Evolve Software,
Inc. in the amount of $_______, all in accordance with the terms of the Warrant.
The undersigned requests that a certificate for such Shares be registered in the
name  of  _______________  whose  address  is  _______________  and  that  such
certificate  will  be  delivered  to  __________________  whose  address  is
____________________.  If  said  number of Shares is less than all of the Shares
purchasable  hereunder,  the  undersigned  requests  that  a  new  Certificate
representing  the  right  to  purchase  the  remaining  balance of the Shares be
registered  in  the  name of ____________ whose address is ____________ and that
such  certificate  will  be  delivered  to  ___________  whose  address  is
______________.

     2.     The  Shares  to  be received by the undersigned upon exercise of the
Warrant  are  being acquired for its own account, not as a nominee or agent, and
not  with  a  view  to  resale  or  distribution  of  any  part thereof, and the
undersigned  has no present intention of selling, granting any participation in,
or otherwise distributing  the same.  The undersigned further represents that it
does  not  have  any  contract,  undertaking,  agreement or arrangement with any
person  to  sell, transfer or grant participation to such person or to any third
person,  with  respect  to the Stock, provided that the undersigned may transfer
all  or  any portion of the Shares to one or more affiliates or limited partners
of  the  undersigned.  The  undersigned  believes  it  has  received  all  the
information  it  considers  necessary  or  appropriate  for  deciding whether to
purchase  the  Shares.

     4.     The  undersigned  understands  that  the Shares are characterized as
"restricted  securities"  under the federal securities laws inasmuch as they are
being acquired from the Company in trans-actions not involving a public offering
and  that  under  such  laws  and  applicable regulations such securities may be
resold  without  registration  under the Securities Act of 1933, as amended (the
"Act"),  only  in  certain  limited  circumstances.  In  this  connection,  the
undersigned  represents  that  it is familiar with SEC Rule 144, as presently in
effect,  and  understands the resale limitations imposed thereby and by the Act.

     5.     The  undersigned  understands  the instruments evidencing the Shares
may  bear  the  following  legend:

     "THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF
     1933.  THEY  MAY  NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
     THE  ABSENCE  OF  A  REGISTRATION  STATEMENT  IN EFFECT WITH RESPECT TO THE
     SECURITIES  UNDER  SUCH  ACT  OR  AN OPINION OF COUNSEL SATISFACTORY TO THE


<PAGE>
     COMPANY  THAT  SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO
     RULE  144  OF  SUCH  ACT."


Dated: _____________________
       _____________________
       (Insert  Employer  Identification
       Number  of  Holder)

                                 Signature  __________________________

                                 Note:  Signature  must conform  in  all respect
                                        to  name  of  holder as specified on the
                                        face of the Warrant in every particular,
                                        without alteration or enlargement or any
                                        change  whatsoever,  unless  the Warrant
                                        has  been  assigned.




<PAGE>
                                 ASSIGNMENT FORM
                                 ---------------

          (To  assign  the  foregoing  Warrant,  execute  this  form  and supply
          required  information.  Do  not  use  this  form  to purchase shares.)

     FOR  VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are  hereby  assigned  to



                       _________________________________
                                 (Please  Print)


whose  address  is     _________________________________


                       _________________________________
                                 (Please  Print)




                                        Dated:______________________,_____.



       Holder's  Signature: _______________________________________________

         Holder's  Address: _______________________________________________

                            _______________________________________________




NOTE:  The signature to this Assignment Form must correspond with the name as it
appears  on  the  face  of the Warrant, without alteration or enlargement or any
change whatever, and must be guaranteed by a bank or trust company.  Officers of
corporations  and  those  acting in a fiduciary or other representative capacity
should  file  proper  evidence  of  authority  to  assign the foregoing Warrant.


<PAGE>
     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
     THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE
     ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT RELATED THERETO OR AN
     OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
     REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


                           FORM B SUBSCRIPTION WARRANT
                To Purchase Shares of Series A Preferred Stock of
                              Evolve Software, Inc.

                                                                     Number:____

THIS CERTIFIES that, for value received [______________], is entitled, upon the
terms and subject to the conditions hereinafter set forth, to purchase from
Evolve Software, Inc., a Delaware corporation (the "COMPANY"), that number of
fully paid and nonassessable shares of the Company's Series A Preferred Stock,
par value $0.001 per share ("COMMON STOCK") at the purchase price per share as
set forth in Section 1 below ("EXERCISE PRICE").  The number of shares and
Exercise Price are subject to adjustment as provided in Section 9 hereof.

This instrument is one of several warrants in similar form (the "FORM B
SUBSCRIPTION WARRANTS") issued pursuant to the Series A Preferred Stock Purchase
Agreement dated September 23, 2001 (the "PURCHASE AGREEMENT") between the
Company and the purchasers of the Company's Series A Preferred Stock (the
"SERIES A PREFERRED STOCK") named therein, which Form B Subscription Warrants
are exercisable to purchase up to an aggregate of 500,000 shares of Series A
Preferred Stock.  Pursuant to the Purchase Agreement, the Company also issued
(i) "Form A Subscription Warrants" to purchase an additional 500,000 shares of
Series A Preferred Stock (the "FORM B SUBSCRIPTION WARRANTS"), and (ii)
"Investment Warrants" to purchase up to 7,000,000 shares of Common Stock of the
Company (the "INITIAL INVESTMENT WARRANTS").

     Section 1.     Number of Shares; Exercise Price; Term.
                    --------------------------------------

          1.1     Subject to adjustments as provided herein, this Warrant is
exercisable for up to [______________] shares (the "SHARES") of Series A
Preferred Stock for an aggregate purchase price of $[______________], or a
purchase price of $10.00 per share.

          1.2 Subject to the terms and conditions set forth herein, this Warrant
shall be exercisable during the term commencing on the date hereof and ending on
the earlier of (a) the first anniversary of the date of this warrant, and (b)
5:00 p.m., California time, or the thirtieth day after the Company provides the
holder hereof notice that an Acceleration Event has occurred and shall be void
thereafter. For purposes hereof, an Acceleration Event means the earlier of (a)
the date that holders of Form B Subscription Warrants covering at least 75% of
the Shares initially subject to Form B Subscription Warrants exercise such
warrants in full and (b) the date of commencement of employment by the Company
of a permanent Chief Executive Officer. Notwithstanding the foregoing, if the


<PAGE>
holder hereof receives a notice of an Acceleration Event from the
Company under any Form A Subscription Warrant held by the holder and fails to
exercise such Form A Subscription Warrant in full prior to its expiration, then
this Form B Subscription Warrant shall terminate on the date such Form A
Subscription Warrant terminates unexercised. Upon exercise of this Warrant, in
addition to the Shares purchased upon such exercise the Company shall deliver to
the holder a warrant (the "ADDITIONAL INVESTMENT WARRANT") in the same form as
the Initial Investment Warrants to purchase that number of shares of the
Company's Common Stock, par value $0.001 per share, equal to 25% of the number
of shares of Common Stock issuable upon conversion of the Shares issued upon
exercise hereof as of the date of such exercise. The per share exercise price of
the Additional Investment Warrant shall be $1.00, provided, however, that if the
exercise price and number of shares issuable upon exercise of the Initial
Investment Warrants have been adjusted prior to issuance of the Additional
Investment Warrant in accordance with the terms of such Initial Investment
Warrants, then the exercise price and number of shares issuable upon exercise of
the Additional Investment Warrant shall be correspondingly adjusted.

     Section 2.     Title to Warrant.  This Warrant and all rights hereunder are
                    ----------------
transferable, in whole or in part, but only with the prior written consent of
the Company, which shall not be unreasonably withheld, and provided that the
Company's consent shall not be required for the transfer, in whole or in part,
of this Warrant to any affiliate or limited partner of the holder.  Transfers
shall occur at the office or agency of the Company by the holder hereof in
person or by duly authorized attorney, upon surrender of this Warrant together
with the Assignment Form annexed hereto properly endorsed.

     Section 3.     Exercise or Conversion of Warrant.
                    ---------------------------------

          3.1     The purchase rights represented by this Warrant are
exercisable by the registered holder hereof, in whole or in part, at any time,
or from time to time, during the term hereof as described in Section l above, by
the surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the holder hereof, at the office of the
Company in Emeryville, California (or such other office or agency of the Company
as it may designate by notice in writing to the registered holder hereof at the
address of such holder appearing on the books of the Company), and upon payment
of the purchase price of the shares thereby purchased in cash or check
acceptable to the Company, whereupon the holder of this Warrant shall be
entitled to receive a certificate for the number of Shares so purchased and, if
this Warrant is exercised in part, a new Warrant for the unexercised portion of
this Warrant.

          3.2     The Company agrees that, upon exercise of this Warrant in
accordance with the terms hereof, the shares so purchased shall be deemed to be
issued to such holder as the record owner of such shares as of the close of
business on the date on which this Warrant shall have been exercised.
Certificates for shares purchased hereunder and, on partial exercise of this
Warrant, a new Warrant for the unexercised portion of this Warrant shall be
delivered to the holder hereof as promptly as practicable after the date on
which this Warrant shall have been exercised.

          3.3     The Company covenants that all shares which may be issued upon
the exercise of rights represented by this Warrant will, upon exercise of the
rights represented by this Warrant and payment of the Exercise Price, be fully
paid and nonassessable and free from all taxes,


                                        2
<PAGE>
liens and charges in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously or otherwise specified herein).

          3.4     The Company will reserve and keep available free from
preemptive rights, out of its authorized but unissued shares of Series A
Preferred Stock, the full number of Shares deliverable upon the exercise of this
Warrant in full.  The Company or, if appointed, a transfer agent (a "TRANSFER
AGENT") will be irrevocably authorized and directed at all times to reserve such
number of authorized shares of  Series A Preferred Stock as are required for
such purpose.  The Company will keep a copy of this Warrant on file with each
Transfer Agent.  The Company will furnish such Transfer Agent with a copy of all
notices of adjustments and certificates related thereto which are transmitted to
the holder pursuant to Section 11 hereof.

     Section 4.     Charges, Taxes and Expenses.  Issuance of certificates for
                    ---------------------------
shares upon the exercise of this Warrant shall be made without charge to the
holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant; provided, however, that in the event certificates for
shares are to be issued in a name other than the name of the holder of this
Warrant, this Warrant when surrendered for exercise or conversion shall be
accompanied by the Assignment Form attached hereto duly executed by the holder
hereof and the Notice of Exercise duly completed and executed and stating in
whose name and certificates are to be issued; and provided further, that such
assignment shall be subject to applicable laws and regulations.  Upon any
transfer involved in the issuance or delivery of any certificates for shares of
the Company's securities, the Company may require, as a condition thereto, the
payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto.

     Section 5.     No Rights as Shareholders.  This Warrant does not entitle
                    -------------------------
the holder hereof to any voting rights, dividend rights or other rights as a
shareholder of the Company prior to the exercise hereof.

     Section 6.     Exchange and Registry of Warrant.  The Company shall
                    --------------------------------
maintain a registry showing the name and address of the registered holder of
this Warrant.  This Warrant may be surrendered for exchange, transfer or
exercise in accordance with its terms, at the office of the Company, and the
Company shall be entitled to rely in all respects, prior to written notice to
the contrary, upon such registry.

     Section 7.     Loss, Theft, Destruction or Mutilation of Warrant.  Upon
                    -------------------------------------------------
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.

     Section 8.     Saturdays, Sundays, Holidays, etc.  If the last or appointed
                    ----------------------------------
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then
such action may be taken or such right may be exercised on the next succeeding
day not a Saturday or a Sunday or a legal holiday.


                                        3
<PAGE>
     Section 9.     Adjustment of Exercise Price/Antidilution Protection.  The
                    ----------------------------------------------------
Exercise Price and the number of Shares issuable upon exercise of this Warrant
are subject to adjustment from time to time as described in this Section 9.  All
calculations under this Section 9 will be made to the nearest one-hundredth of a
cent or to the nearest one-hundredth of a share, as the case may be.  If the
Company shall (1) subdivide or reclassify the outstanding shares of Series A
Preferred Stock into a greater number of shares, or (2) combine or reclassify
the outstanding Series A Preferred Stock into a smaller number of shares, the
number of Shares issuable upon exercise of this Warrant at the effective date of
such subdivision, combination or reclassification shall be proportionateley
adjusted so that the holder after such date shall be entitled to purchase the
number of Shares which such holder would have owned or been entitled to receive
after such date had this Warrant been exercised immediately prior to such date.
In such event the Exercise Price in effect at the effective date of such
subdivision, combination or reclassification shall be adjusted to the number
obtained by dividing (x) the product of (A) the number of Shares issuable upon
the exercise of this Warrant before such adjustment and (B) the Exercise Price
in effect immediately prior to the issuance giving rise to this adjustment by
(y) the new number of shares issuable upon exercise of the Warrant determined
pursuant to the immediately preceding sentence.  In the event of any adjustment
to Series A Conversion Price, as defined in the Certificate of Designation,
pursuant to Section 3 of the Certificate of Designation (including any provision
for distributions pursuant to Section 3(h) thereof), then, upon issuance of any
Shares pursuant to the exercise hereof, the conversion price for such Shares
shall be equal to the Series A Conversion Price as adjusted on the date of such
issuance, and the amount of any distributions per share of Series A Preferred
Stock made to holders thereof pursuant to Section 3(h) of the Certificate of
Designation shall be delivered by the Company to the holder for each Share
issued hereunder at the time this Warrant is exercised.

     Section 10.     Notice of Adjustments; Notices.  Whenever the Exercise
                     ------------------------------
Price or number of shares purchasable hereunder shall be adjusted pursuant to
Section 9 hereof, the Company shall issue a certificate signed by its Chief
Financial Officer setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated and the Exercise Price and number of shares purchasable hereunder
after giving effect to such adjustment, and shall cause a copy of such
certificate to be mailed (by first class mail, postage prepaid) to the holder of
this Warrant and to the Transfer Agent.

     Section 11.     Miscellaneous.
                     -------------

          11.1     Governing Law.  This Warrant shall be binding upon any
                   -------------
successors or assigns of the Company.  This Warrant shall constitute a contract
under the laws of Delaware and for all purposes shall be construed in accordance
with and governed by the laws of said state, without giving effect to the
conflict of laws principles.

          11.2     Restrictions.  THESE SECURITIES HAVE NOT BEEN REGISTERED
                   ------------
UNDER THE SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


                                        4
<PAGE>
          11.3     Attorney's Fees.  In any litigation, arbitration or court
                   ---------------
proceeding between the Company and the holder relating hereto, the prevailing
party shall be entitled to reasonable attorneys' fees and expenses incurred in
enforcing this Warrant.

          11.4     Amendments.  This Warrant may be amended and the observance
                   ----------
of any term of this Warrant may be waived only with the written consent of the
Company and the holder hereof or its successor in interest.

          11.5     Notice.  Any notice required or permitted hereunder shall be
                   ------
deemed effectively given upon personal delivery to the party to be notified or
upon deposit with the United States Post Office, by certified mail, postage
prepaid and addressed to the party to be notified at the address indicated below
for such party, or at such other address as such other party may designate by
ten-day advance written notice.


                                        5
<PAGE>
     IN WITNESS WHEREOF, Evolve Software, Inc. has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:  October ___, 2001


                                    EVOLVE  SOFTWARE,  INC.




                                    By:

                                    Title:  ___________________________________



WARRANT  HOLDER:

_______________________
_______________________
_______________________


By:

Title:  ___________________________________


<PAGE>
                               NOTICE OF EXERCISE
                               ------------------


To:  Evolve  Software,  Inc.

     1.     The  undersigned  hereby irrevocably elects to exercise the Warrant,
represented  by  the  attached  Certificate,  to purchase ___ shares of Series A
Preferred  Stock  ("SHARES")  as provided for therein and upon confirmation from
the  Company  that  such  Shares  will  be issued, agrees that it will tender in
payment  for  such Shares payment of the purchase price in full in the form of a
wire  transfer  of  immediately available funds to the order of Evolve Software,
Inc. in the amount of $_______, all in accordance with the terms of the Warrant.
The undersigned requests that a certificate for such Shares be registered in the
name  of  _______________  whose  address  is  _______________  and  that  such
certificate  will  be  delivered  to  __________________  whose  address  is
____________________.  If  said  number of Shares is less than all of the Shares
purchasable  hereunder,  the  undersigned  requests  that  a  new  Certificate
representing  the  right  to  purchase  the  remaining  balance of the Shares be
registered  in  the  name of ____________ whose address is ____________ and that
such  certificate  will  be  delivered  to  ___________  whose  address  is
______________.

          2.  The  Shares to be received by the undersigned upon exercise of the
     Warrant  are being acquired for its own account, not as a nominee or agent,
     and  not with a view to resale or distribution of any part thereof, and the
     undersigned has no present intention of selling, granting any participation
     in, or otherwise distributing  the same. The undersigned further represents
     that  it  does not have any contract, undertaking, agreement or arrangement
     with  any person to sell, transfer or grant participation to such person or
     to  any  third  person,  with  respect  to  the  Stock,  provided  that the
     undersigned  may  transfer  all or any portion of the Shares to one or more
     affiliates or limited partners of the undersigned. The undersigned believes
     it  has  received all the information it considers necessary or appropriate
     for  deciding  whether  to  purchase  the  Shares.

     4.     The  undersigned  understands  that  the Shares are characterized as
"restricted  securities"  under the federal securities laws inasmuch as they are
being acquired from the Company in trans-actions not involving a public offering
and  that  under  such  laws  and  applicable regulations such securities may be
resold  without  registration  under the Securities Act of 1933, as amended (the
"Act"),  only  in  certain  limited  circumstances.  In  this  connection,  the
undersigned  represents  that  it is familiar with SEC Rule 144, as presently in
effect,  and  understands the resale limitations imposed thereby and by the Act.

     5.     The  undersigned  understands  the instruments evidencing the Shares
may  bear  the  following  legend:

          "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
          IN  THE ABSENCE OF A REGISTRATION  STATEMENT IN EFFECT WITH RESPECT TO
          THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO


<PAGE>
          THE  COMPANY  THAT  SUCH  REGISTRATION  IS NOT REQUIRED OR UNLESS SOLD
          PURSUANT  TO  RULE  144  OF  SUCH  ACT."

Dated: __________________
       __________________
       (Insert  Employer  Identification
       Number  of  Holder)

                           Signature _______________________

                           Note:   Signature  must  conform  in  all  respect to
                                   name  of  holder  as specified on the face of
                                   the  Warrant  in  every  particular,  without
                                   alteration  or  enlargement  or  any  change
                                   whatsoever,  unless  the  Warrant  has  been
                                   assigned.



<PAGE>
                                 ASSIGNMENT FORM
                                 ---------------

          (To  assign  the  foregoing  Warrant,  execute  this  form  and supply
          required  information.  Do  not  use  this  form  to purchase shares.)

     FOR  VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are  hereby  assigned  to





                       _________________________________
                                 (Please  Print)


whose  address  is     _________________________________


                       _________________________________
                                 (Please  Print)




                                        Dated:______________________,_____.



       Holder's  Signature: _______________________________________________

         Holder's  Address: _______________________________________________

                            _______________________________________________



NOTE:  The signature to this Assignment Form must correspond with the name as it
appears  on  the  face  of the Warrant, without alteration or enlargement or any
change whatever, and must be guaranteed by a bank or trust company.  Officers of
corporations  and  those  acting in a fiduciary or other representative capacity
should  file  proper  evidence  of  authority  to  assign the foregoing Warrant.




<PAGE>