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.


                                     WARRANT
                      To Purchase Shares of Common Stock of
                              Evolve Software, Inc.


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 Common 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 10 hereof.


     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 the Company's
          Common Stock for an aggregate purchase price of $[______________], or
          a purchase price of $1.00 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 seventh anniversary of the date of this Warrant, and
          shall be void thereafter.

     Section 2. Title to Warrant. This Warrant and all rights hereunder are
                ----------------
          transferable, in whole or in part, 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 or
          Conversion 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 subject to
          Section 3.2 hereof, upon payment of the purchase price


<PAGE>
          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  converted  in part, a new Warrant for the remaining
          portion  of  this  Warrant.

     3.2  Notwithstanding any provisions herein to the contrary, if the Fair
          Market Value (as hereinafter defined) is greater than the Exercise
          Price (at the date of calculation, as set forth below), in lieu of
          exercising this Warrant as hereinabove permitted, the holder may elect
          to convert this Warrant, in whole or in part, into shares of Common
          Stock equal to the value (as determined below) of the exercised
          portion of this Warrant by surrender of such portion of this Warrant
          for conversion at the office of the Company referred to in Section 3.1
          above, together with the Notice of Exercise or Conversion, in which
          event the Company shall issue to the holder that number of shares of
          Common Stock computed using the formula below and, if this Warrant is
          converted in part, a new Warrant for the remaining portion of this
          Warrant.


                               CS = WCS x (FMV-EP)
                                    --------------
                                       FMV

Where, for purposes of this Section 3.2



     CS   equals the number of shares of Common Stock to be issued to the holder


     WCS  equals the number of shares of Common Stock purchasable under the
          Warrant which are to be converted by the holder


     FMV  equals the Market Price, as defined in Section 10, of one share of the
          Company's  Common  Stock

     EP   equals the Exercise Price (as adjusted to the date of such
          calculation).


     3.3  The Company agrees that, upon exercise or conversion 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 or converted. The parties intend that in the event
          this Warrant is converted into shares of Common Stock pursuant to
          Section 3.2 above, the holder be entitled to "tack" the holding period
          of this Warrant to the holding period of the shares issued upon such
          conversion for purposes of the holding period requirements of Rule 144
          under the Securities Act of 1933, as amended (the "Securities Act").
          Certificates for shares purchased hereunder and, on partial exercise
          or conversion 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 or converted.

     3.4  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 or surrender of the appropriate number of


                                        2
<PAGE>
          Shares, 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).

     3.5  The Company will reserve and keep available free from preemptive
          rights, out of its authorized but unissued shares of Common 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 Common 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. No Fractional Shares or Scrip. No fractional shares or scrip
                -----------------------------
          representing fractional shares shall be issued upon the exercise or
          conversion of this Warrant. In lieu of any fractional share to which
          such holder would otherwise be entitled, such holder shall be
          entitled, at its option, to receive either (i) a cash payment equal to
          the excess of fair market value for such fractional share above the
          Exercise Price for such fractional share (as mutually determined by
          the Company and the holder) or (ii) a whole share if the holder
          tenders the Exercise Price for one whole share.

     Section 5. Charges, Taxes and Expenses. Issuance of certificates for shares
                ---------------------------
          upon the exercise or conversion 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 or Conversion
          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 6. 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 or conversion
          hereof.

     Section 7. 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,
          exercise or conversion 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.


                                        3
<PAGE>
     Section 8. 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 9. 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.

     Section 10. Adjustment of Exercise Price. The Exercise Price and the number
                 ----------------------------
          of Warrant Shares issuable on Exercise of each Warrant are subject to
          adjustment from time to time as described in this Section 10. All
          calculations under this Section 10 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.

     10.1 Antidilution Adjustments. Subject to Section 10.3, the following
          ------------------------
          adjustments shall be made:

     (a)  Common Stock Issued at Less than Market Value. If the Company issues
          or sells any Common Stock other than Excluded Stock (as defined in
          Section 10.4) without consideration or for consideration per share
          less than the Market Price (as defined in Section 10.4) (provided,
          however, that no sale of securities pursuant to a bona fide
          underwritten public offering will be deemed to be for less than Market
          Price), as of the day of such issuance or sale, the Exercise Price in
          effect immediately prior to each such issuance or sale will
          immediately (except as provided below) be reduced to the price
          determined by multiplying the Exercise Price, in effect immediately
          prior to such issuance or sale, by a fraction, (x) the numerator of
          which shall be the sum of (i) the number of shares of Common Stock
          issued and outstanding immediately prior to such issue, (ii) the
          number of shares of Common Stock issuable upon conversion of shares of
          Preferred Stock outstanding immediately prior to such issue, (iii) the
          number of shares of Common Stock issuable upon exercise of outstanding
          in-the-money Options and conversion of outstanding in-the-money
          Convertible Securities prior to such issue and (iv) the number of
          shares of Common Stock which the aggregate consideration received by
          the Company for the total number of such additional shares of Common
          Stock so issued or sold would purchase at the Market Price on the last
          trading day immediately preceding such issuance or sale and (y) the
          denominator of which shall be (i) the number of shares of Common Stock
          issued and outstanding immediately prior to such issue, (ii) the
          number of shares of Common Stock issuable upon conversion of shares of
          Preferred Stock outstanding immediately prior to such issue, (iii) the
          number of shares of Common Stock issuable upon exercise of outstanding
          in-the-money Options and conversion of outstanding in-the-money
          Convertible Securities prior to such issue, and (iv) the number of
          shares of Common Stock so issued or sold. In such event, the number of
          Shares issuable upon


                                        4
<PAGE>
          the exercise of this Warrant shall be increased 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 Exercise Price determined in
          accordance with the immediately preceding sentence. For the purposes
          of any adjustment of the Exercise Price and the number of Shares
          issuable upon exercise of each Warrant pursuant to this Section
          10.1(a), the following provisions shall be applicable:

     (1)  In the case of the issuance of Common Stock for cash, the amount of
          the consideration received by the Company shall be deemed to be the
          amount of the cash proceeds received by the Company for such Common
          Stock before deducting therefrom any discounts or commissions allowed,
          paid or incurred by the Company for any underwriting or otherwise in
          connection with the issuance and sale thereof.

     (2)  In the case of the issuance of Common Stock (otherwise than upon the
          conversion of any shares of capital stock or other securities of the
          Company) for a consideration in whole or in part other than cash,
          including securities acquired in exchange therefor (other than
          securities by their terms so exchangeable), the consideration other
          than cash shall be deemed to be the fair value thereof as determined
          by the Board of Directors, provided, however, that such fair value as
          determined by the Board of Directors shall not exceed the aggregate
          Market Price of the shares of Common Stock being issued as of the date
          the Board of Directors authorizes the issuance of such shares.

     (3)  In the case of the issuance of (A) options, warrants or other rights
          to purchase or acquire Common Stock (whether or not at the time
          exercisable) or (B) securities by their terms convertible into or
          exchangeable for Common Stock (whether or not at the time so
          convertible or exchangeable) or options, warrants or rights to
          purchase such convertible or exchangeable securities (whether or not
          at the time exercisable):

     (i)  the aggregate maximum number of shares of Common Stock deliverable
          upon exercise of such options, warrants or other rights to purchase or
          acquire Common Stock shall be deemed to have been issued at the time
          such options, warrants or rights are issued and for a consideration
          equal to the consideration (determined in the manner provided in
          Sections 10.1(a)(1) and (2)), if any, received by the Company upon the
          issuance of such options, warrants or rights plus the minimum purchase
          price provided in such options, warrants or rights for the Common
          Stock covered thereby;

     (ii) the aggregate maximum number of shares of Common Stock deliverable
          upon conversion of or in exchange for any such convertible or
          exchangeable securities, or upon the exercise of options, warrants or
          other rights to purchase or acquire such convertible or exchangeable
          securities and the subsequent conversion or exchange thereof, shall be
          deemed to have been issued at the time such securities were issued or
          such options, warrants or rights were issued and for a consideration
          equal to the consideration, if any, received by the Company for any
          such securities


                                        5
<PAGE>
          and related options, warrants or rights (excluding any cash received
          on account of accrued interest or accrued dividends), plus the
          additional consideration (determined in the manner provided in Section
          10.1(a)(1) and (2)), if any, to be received by the Company upon the
          conversion or exchange of such securities, or upon the exercise of any
          related options, warrants or rights to purchase or acquire such
          convertible or exchangeable securities and the subsequent conversion
          or exchange thereof;

     (iii) on any change in the number of shares of Common Stock deliverable
          upon exercise of any such options, warrants or rights or conversion or
          exchange of such convertible or exchangeable securities or any change
          in the consideration to be received by the company upon such exercise,
          conversion or exchange, but excluding changes resulting from the
          antidilution provisions thereof (to the extent comparable to the
          antidilution provisions contained herein), the Exercise Price and the
          number of Shares issuable upon exercise of this Warrant as then in
          effect shall forthwith be readjusted to such Exercise Price and number
          of Shares as would have been obtained had an adjustment been made upon
          the issuance of such options, warrants or rights not exercised prior
          to such change, or of such convertible or exchangeable securities not
          converted or exchanged prior to such change, upon the basis of such
          change;

     (iv) on the expiration or cancellation of any such options, warrants or
          rights (without exercise), or the termination of the right to convert
          or exchange such convertible or exchangeable securities (without
          exercise), if the Exercise Price and the number of Shares issuable
          upon exercise of this Warrant shall have been adjusted upon the
          issuance thereof, the Exercise Price and the number of Shares issuable
          upon exercise of this Warrant shall forthwith be readjusted to such
          Exercise Price and number of Shares as would have been obtained had an
          adjustment been made upon the issuance of such options, warrants,
          rights or such convertible or exchangeable securities on the basis of
          the issuance of only the number of shares of Common Stock actually
          issued upon the exercise of such options, warrants or rights, or upon
          the conversion or exchange of such convertible or exchangeable
          securities; and

     (v)  if the Exercise Price and the number of Shares issuable upon exercise
          of this Warrant shall have been adjusted upon the issuance of any such
          options, warrants, rights or convertible or exchangeable securities,
          no further adjustment of the Exercise Price and the number of Shares
          issuable upon exercise of this Warrant shall be made for the actual
          issuance of Common Stock upon the exercise, conversion or exchange
          thereof; provided, however, that no increase in the Exercise Price
          shall be made pursuant to subclauses (i) and (ii) of this Section
          10.1(a)(3).

               Notwithstanding anything to the contrary in this Section 10.1(a),
no adjustment will be required in respect of issuances of Common Stock (or
options to purchase Common Stock) pursuant to stock options granted prior to the
date hereof.


                                        6
<PAGE>
     (b)  Certain Repurchases of Common Stock. In case the Company effects a Pro
          -----------------------------------
          Rata Repurchase (as defined in Section 10.4) of Common Stock, then the
          Exercise Price shall be reduced to the price determined by multiplying
          the Exercise Price in effect immediately prior to the effective date
          of such Pro Rata Repurchase by a fraction of which the numerator shall
          be (x) the product of (A) the number of shares of Common Stock
          outstanding immediately before such Pro Rata Repurchase (after giving
          effect to the conversion of all outstanding in-the-money Convertible
          Securities and the exercise of all outstanding in-the-money Options)
          and (B) the Market Price of a share of Common Stock on the trading day
          immediately preceding the first public announcement by the Company or
          any of its Affiliates of the intent to effect such Pro Rata
          Repurchase, minus (y) the aggregate purchase price of the Pro Rata
          Repurchase, and of which the denominator shall be the product of (x)
          the number of shares of Common Stock outstanding immediately prior to
          such Pro Rata Repurchase (after giving effect to the conversion of
          outstanding all in-the-money Convertible Securities and the exercise
          of all outstanding in-the-money Options) minus the number of shares of
          Common Stock so repurchased and (y) the Market Price per share of
          Common Stock on the trading day immediately preceding the first public
          announcement of such Pro Rata Repurchase. In such event, the number of
          Shares issuable upon the exercise of this Warrant shall be increased
          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 Pro Rata Repurchase giving rise to this adjustment by (y) the new
          Exercise Price determined in accordance with the immediately preceding
          sentence.

     (c)  Business Combinations. Subject to Section 12 hereof, in case of any
          ---------------------
          Change of Control (as defined in Section 10.4) or reclassification of
          Common Stock (other than a reclassification of Common Stock referred
          to in Section 10.1(d)), the Shares issued or issuable upon exercise of
          this Warrant after the date of such Change of Control or
          reclassification will be exchangeable for the number of shares of
          stock or other securities or property (including cash) to which the
          Shares issuable (at the time of such consolidation, merger, sale,
          lease or conveyance) upon exercise of this Warrant immediately prior
          to such Change of Control or reclassification would have been entitled
          upon such Change of Control or reclassification; and in any such case,
          if necessary, the provisions set forth herein with respect to the
          rights and interests thereafter of the holder shall be appropriately
          adjusted so as to be applicable, as nearly as may reasonably be, to
          any shares of stock or other securities or property thereafter
          deliverable on the exercise of this Warrant. In determining the kind
          and amount of stock, securities or the property receivable upon
          consummation of such Change of Control, if the holders of Common Stock
          have the right to elect the kind or amount of consideration receivable
          upon consummation of such Change of Control, then the holder shall
          have the right to make a similar election upon exercise of this
          Warrant with respect to the number of shares of stock or other
          securities or property which the holder will receive upon exercise of
          this Warrant.

     (d)  Stock Splits, Subdivisions, Reclassifications or Combinations. If the
          -------------------------------------------------------------
          Company shall (1) declare a dividend or make a distribution on its
          Common Stock in shares of


                                        7
<PAGE>
          Common Stock, (2) subdivide or reclassify the outstanding shares of
          Common Stock into a greater number of shares, or (3) combine or
          reclassify the outstanding Common Stock into a smaller number of
          shares, the number of Shares issuable upon exercise of this Warrant at
          the time of the record date for such dividend or distribution or 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 time of the record date for such
          dividend or distribution or 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.

     (e)  Other Distributions. In case the Company shall fix a record date for
          the making of a distribution to all holders of shares of its Common
          Stock (1) of shares of any class other than its Common Stock or (2) of
          evidence of indebtedness of the Company or any subsidiary or (3) of
          assets, or (4) of warrants or similar rights (in each case excluding
          any dividends or distribution referred to in Section 10.1(d)), in each
          such case the Exercise Price in effect on the record date will be
          reduced by an amount equal, in the case of a distribution in cash, to
          the amount thereof payable per share of the Common Stock, or in the
          case of any other distribution, to the fair value thereof per share of
          the Common Stock as determined by the Board of Directors. Such
          reductions shall take effect on the record date for such distribution.
          In such event, the number of Shares issuable upon the exercise of this
          Warrant shall be increased 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 Exercise Price determined in accordance with the
          immediately preceding sentence. In the event that such distribution is
          not so made, the Exercise Price and the number of Shares issuable upon
          exercise of this Warrant then in effect shall be readjusted, effective
          as of the date when the Board determines not to distribute such
          shares, evidences of indebtedness, assets, rights or warrants, as the
          case may be, to the Exercise Price that would then be in effect and
          the number of Warrant Shares that would then be issuable upon exercise
          of this Warrant if such record date and distribution had not been
          fixed.

     (f)  No adjustment in the Exercise Price or the number of Warrant Shares
          issuable upon the exercise of each Warrant is required if the amount
          of the adjustment is less than $0.01 or one-hundredth (1/100th) of a
          share, as the case may be; provided, however, that any adjustments
          which by reason of this Section 10.1(f) are not required to be made
          will be carried forward and given effect in any subsequent adjustment.

     (g)  For the purposes of this Section 10.1, the term "shares of Common
          Stock" shall include (1) the class of stock designated as the Common
          Stock of the Company at the


                                        8
<PAGE>
          date hereof or (2) any other class of stock resulting from successive
          changes or reclassifications of such shares consisting solely of
          changes in par value, or from no par value to par value.

     (h)  Notwithstanding the foregoing, in any case which this Section 10.1
          provides that an adjustment becomes effective immediately after a
          record date for an event, the Company may defer until the occurrence
          of such event (1) issuing to the holder of any Warrant exercised or
          converted after such record date and before the occurrence of such
          event the additional securities issuable upon such exercise or
          conversion after giving effect to such adjustment and (2) paying to
          the holder any amount in cash in lieu of any fraction pursuant to
          Section 4.

     (i)  If the Company takes any action affecting the Common Stock, other than
          action described in this Section 10.1, which in the opinion of the
          Board of Directors of the Company would materially adversely affect
          the conversion rights of the holder of the Warrants, the Exercise
          Price for the Warrants and/or the number of Warrant Shares received
          upon exercise of the Warrant may be adjusted, to the extent permitted
          by law, in such manner, if any, and at such time, as such Board may
          determine in good faith to be equitable in the circumstances.

     10.2 Voluntary Adjustment by the Company. The Company may at its option, at
          -----------------------------------
          any time during the term of the Warrants, reduce the then current
          Exercise Price or increase the number of Shares for which the Warrant
          may be exercised to any amount deemed appropriate by the Board of
          Directors of the Company; provided, however, that if the Company
          elects to make such adjustment, such adjustment will remain in effect
          for at least a 15-day period, after which time the Company may, at its
          option, reinstate the Exercise Price or number of Shares in effect
          prior to such reduction, subject to any interim adjustments pursuant
          to Section 10.1.

     10.3 Miscellaneous. Except as provided in Section 10.1, no adjustment in
          -------------
          respect of any dividends or other payments or distributions made to
          holders of securities issuable upon exercise of Warrants will be made
          during the term of a Warrant or upon the exercise of a Warrant. To the
          extent (but only to the extent) that the holder's rights hereunder
          have been protected by the holder's exercise (at holder's election and
          reasonable allocation) of its preemptive rights under any Preemptive
          Rights Agreement or similar agreement between the Company and the
          holder hereof, no adjustments will be made to the Exercise Price or
          the number of Warrant Shares.

     10.4 Definitions. For purposes hereof, the following terms shall have the
          -----------
          following meanings:

               "Change of Control" means (A) (i) the Corporation's sale of all
               or substantially all of its business, assets or property
               (including intellectual property) or (ii) any transaction or
               series of related transactions resulting in a reorganization,
               merger, or consolidation (whether or not the Corporation is the
               entity surviving such transaction) in which holders of all voting
               equity securities of the Corporation immediately prior to such
               transaction will hold


                                        9
<PAGE>
               (by reason of their holdings in the Corporation) less than 50% of
               the voting equity securities of the Corporation or other entity
               surviving such transaction or (B) a transaction or series of
               related transactions in which a person or group (as defined in
               Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the
               "Exchange Act")) (excluding Warburg Pincus Private Equity VIII,
               L.P. and its affiliates) acquires beneficial ownership (as
               determined in accordance with Rule 13d-3 under the Exchange Act)
               of more than 50% of the voting equity securities of the
               Corporation.

               "Convertible Securities" means shall mean any evidences of
               indebtedness, shares (other than Common Stock and Series A
               Preferred Stock) or other securities convertible into or
               exchangeable for Common Stock.

               "Excluded Stock" means shares of Common Stock issued or issuable:
               (i) upon conversion of shares of Series A Preferred Stock of the
               Company, and upon the issuance of Options, including exercise or
               conversion of Convertible Securities subject to such Options,
               issued or issuable pursuant to the terms of the agreement or
               agreements governing initial issuance and sale of Series A
               Preferred Stock, or upon exercise or conversion of Options or
               Convertible Securities outstanding as of the date hereof; (ii) to
               officers, directors or employees of, or consultants to, the
               Company pursuant to a stock grant, option plan or purchase plan
               or other stock incentive program, including without limitation
               sales of shares to such persons pursuant to restricted stock
               purchase agreements approved by the Board of Directors; (iii) as
               a dividend or distribution on the Series A Preferred Stock or in
               connection with any stock split, stock dividend or similar
               transaction; (iv) in connection with (1) equipment lease
               financing transactions with institutions regularly engaged in
               equipment leasing or (2) bank lending, if such transactions are
               approved by the Board of Directors, and such issuance is not
               principally for the purpose of raising additional equity capital
               for the Company; provided however that the number of shares of
               Common Stock so excluded in any fiscal year of the Company shall
               not exceed 0.5% of the number of shares of Common Stock
               outstanding (determined as of the date of issuance of such shares
               of Common Stock), after giving effect to the conversion of all
               outstanding shares Series A Preferred Stock and other
               "in-the-money" (as such term is defined below) securities
               convertible into Common Stock unless such grants are approved by
               a majority of the Series A Directors present and voting; (v)
               securities issued to customers or joint venture partners or in
               connection with other strategic alliances approved by the Board
               of Directors including a majority of the Series A Directors
               present and voting which involve the grant of licenses or
               localization, distribution, OEM, bundling, manufacturing or
               resale rights with respect to the Company's products or
               technology; (vi) securities issued pursuant to the acquisition of
               another corporation by the Company by merger, purchase of
               substantially all of the assets of the other corporation, or
               other reorganization approved by the Board of Directors including
               a majority of the Series A Directors present and voting; (vii) by
               way of dividend or other


                                       10
<PAGE>
               distribution on shares of Common Stock excluded from the
               definition of Additional Shares of Common Stock by the foregoing
               clauses (i), (ii), (iii), (iv), (v) or (v) or on shares of Common
               Stock so excluded, provided that such issuance is made (x)
               pursuant to obligations of the Company established in connection
               with the original issuance of such securities or (y) to all
               holders of the Company's capital stock in proportion to the
               number of shares held.

               "In-the-money" Options and Convertible Securities shall be deemed
               to include all securities exercisable for or convertible into
               shares of Common Stock with a fair market value equal to or
               greater than the fair market value of the consideration which
               must be paid or which must be foregone to effect such exercise or
               conversion.

               "Market Price" means, with respect to a particular security, on
               any given day, the average of the daily closing prices for 10
               consecutive trading days ending on the trading day prior to the
               day in question or, in case no such reported sale takes place on
               such day, the average of the last closing bid and asked prices
               regular way, in either case on the principal national securities
               exchange on which the applicable security is listed or admitted
               to trading, or if not listed or admitted to trading on any
               national securities exchange, (1) the average of the daily
               closing prices for 10 consecutive trading days commencing on the
               5th trading day prior to the day in question reported by the
               NASDAQ Stock Market if such security is traded over-the-counter
               and quoted in the NASDAQ Stock Market, or (2) if such security is
               so traded, but not so quoted, the average of the closing reported
               bid and asked prices of such security as reported by the NASDAQ
               Stock Market or any comparable system, or (3) if such security is
               not listed on the NASDAQ Stock Market or any comparable system,
               the average of the closing bid and asked prices as furnished by
               two members of the National Association of Securities Dealers,
               Inc. selected from time to time by the Company for that purpose.
               If such security is not listed and traded in a manner that the
               quotations referred to above are available for the period
               required hereunder, the Market Price per share of Common Stock
               shall be deemed to be the fair value per share of such security
               as determined in good faith by the Board of Directors of the
               Company.

               "Options" means rights, options or warrants to subscribe for,
               purchase or otherwise acquire either Common Stock or Convertible
               Securities.

               "Pro Rata Repurchases" means any purchase of shares of Common
               Stock by the Company or any Affiliate (as defined in the
               Preferred Stock Purchase Agreement) thereof, other than Warburg
               Pincus Private Equity VIII, L.P. or any of its affiliates,
               pursuant to any tender offer or exchange offer subject to Section
               13(e) of the Exchange Act, or pursuant to any other offer
               available to substantially all holders of Common Stock, whether
               for cash, shares of capital stock of the Company, other
               securities of the Company, evidences of indebtedness of the
               Company or any other person or any other property (including,
               without limitation, shares of capital stock, other securities or


                                       11
<PAGE>
               evidences of indebtedness of a subsidiary of the Company), or any
               combination thereof, effected while this Warrant is outstanding;
               provided, however, that "Pro Rata Repurchase" shall not include
               any purchase of shares by the Company or any Affiliate thereof
               made directly or indirectly in accordance with the requirements
               of Rule 10b-18 as in effect under the Exchange Act; and provided
               further that "Pro Rata Purchase" shall not include any
               reclassification or combination of Common Stock referred to in
               Section 10.1(d). The "effective date" of a Pro Rata Repurchase
               shall mean the date of acceptance of shares for purchase or
               exchange under any tender or exchange offer which is a Pro Rata
               Repurchase or the date of purchase with respect to any Pro Rata
               Repurchase that is not a tender or exchange offer.

               "Series A Directors" means directors of the Company elected by
               holders of Series A Preferred Stock of the Company voting as a
               separate class; provided however that commencing at such time as
               no director elected by holders of Series A Preferred Stock of the
               Company voting as a separate class continues to serve on the
               Board of Directors, "Series A Directors" shall be deemed to refer
               to all directors of the Company.

     Section 11. Notice of Adjustments; Notices. Whenever the Exercise Price or
                 ------------------------------
          number of shares purchasable hereunder shall be adjusted pursuant to
          Section 10 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 12. Change of Control.
                  -----------------

     (a)  Exchange Right. In the event of a Trigger Date (as defined in Exhibit
          --------------
          A) the Company shall promptly notify the holder of the occurrence
          thereof. In lieu of the application of Section 10.1(c), the holder may
          in its sole discretion elect by delivering written notice to the
          Company together with this Warrant after the occurrence of an
          Initiation Date (as defined in Exhibit A) to cause the Company to
          purchase this Warrant, in whole or in part, at a valuation based on a
          computation of the option value of the Warrant using Black-Scholes
          option valuation and making the assumptions described in the
          Black-Scholes methodology described in Exhibit A (the "Exchange
          Right"). The Company's obligation to purchase this Warrant pursuant to
          this Section shall be conditioned, and shall occur, upon the
          consummation of a Change of Control.

     (b)  Payment in Common Stock. In the event of a Change of Control of the
          -----------------------
          type described in clause (A) of the definition of Change of Control,
          at the election of the Company all or any portion of such purchase
          price may be paid in Common Stock (valued as set forth in Exhibit A),
          provided the Company has ensured that the Common Stock paid in
          exchange for this Warrant (including any securities issued in


                                       12
<PAGE>
          respect of such Common Stock in the Change of Control) shall be freely
          tradable on a national stock exchange or the Nasdaq National Market by
          the holder pursuant to an effective registration statement under the
          Securities Act, or pursuant to Rule 144 or Rule 145 under the
          Securities Act without volume restrictions under applicable securities
          laws or under contract. Except as set forth in the foregoing sentence,
          the Company may pay the purchase price for the exchange of this
          warrant in Common Stock only with the written consent of the holder
          hereof.

     Section 13.  Miscellaneous.
                  -------------

     13.1 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.

     13.2 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.

     13.3 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.

     13.4 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 Warburg or its successor in interest.

     13.5 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.


                                       13
<PAGE>
     IN WITNESS WHEREOF, Evolve Software, Inc. has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:  _____________  ____,  2001




                                     EVOLVE  SOFTWARE,  INC.




                                     By:

                                     Title:     _______________________________



WARRANT  HOLDER:


_______________________

_______________________

_______________________




By:

Title:  ___________________________________



<PAGE>
                        NOTICE OF EXERCISE OR CONVERSION
                        --------------------------------


To:  Evolve  Software,  Inc.

     1.   (a)    The  undersigned  hereby  irrevocably  elects  to  exercise the
Warrant,  represented  by the attached Warrant, to purchase ___ shares of Common
Stock  (the  "Shares")  as  provided  for therein and upon confirmation from the
Company  that  such  shares  of Common Stock will be issued, agrees that it will
tender  in payment for such shares of Common Stock 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.



          (b)  The undersigned hereby irrevocably elects to convert its right to
acquire  ___  Shares  under the attached Warrant, pursuant to Section 3.2 of the
Warrant.

          (c) The undersigned hereby irrevocably elects to exercise the Exchange
Right pursuant to Section 12 of the attached Warrant and to cause the Company to
purchase  the  Warrant  in  accordance  with  Section  12  thereof.

          [Strike paragraphs that do not apply.]

     2.     Except in the case of paragraph (c), above, 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  Warrant representing the right to purchase the remaining
balance of the Shares be registered in the name of ____________ whose address is
____________  and  that  such  warrant  will  be  delivered to ___________ whose
address  is  ______________.

     3.     If the Shares are being acquired for cash, 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.
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.


<PAGE>
     5.     The  undersigned  understands  the instruments evidencing the Shares
may  bear  one  or  all  of  the  following  legends:

          (a)  "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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR
          UNLESS  SOLD  PURSUANT  TO  RULE  144  OF  SUCH  ACT."



          (b)  Any  legend  required  by  applicable  state  law.



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>
                                   EXHIBIT A:
                                CHANGE OF CONTROL

SECTION 1:  CERTAIN DEFINITIONS:
--------------------------------

"Trigger Date" shall mean, as determined by the Company, in connection with a
Change of Control, the earliest of the following dates: (i) the date of the
definitive documentation for such event; (ii) the date the Board of Directors
recommends that the stockholders tender their shares into a tender or exchange
offer that would result in a Change in Control or (iii) if none of the foregoing
has yet occurred, the Initiation Date.

"Initiation Date" shall mean, in connection with any Change of Control, (i) the
date that is the later of the date of shareholder or regulatory approval, if
such approvals are required, (ii) in connection with a tender or exchange offer,
the date that the minimum tender condition and all other material conditions to
such offer have been satisfied or (iii) if none of the foregoing has yet
occurred, the occurrence of a Change of Control.

SECTION 2:  CHANGE OF CONTROL PURSUANT TO A MERGER OR ACQUISITION
-----------------------------------------------------------------

In the event of a Change of Control as a result of a merger or acquisition of
the Company, the following terms shall have the meanings set forth below:

"Acquiror" shall  mean the third-party that has entered into such definitive
documentation with the Company or that has commenced such a tender or exchange
offer

"Acquiror's Share Price" shall mean the average of the Acquiror's closing stock
prices for the 10 trading day period immediately preceding the Initiation Date.

"Company Stock Price", for purposes of this Section 2, shall mean the average of
the Company's closing stock prices for the 10 trading day period immediately
preceding the Initiation Date.

In the event of a Change of Control as a result of a merger or acquisition of
the Company, the computation of the value of the Warrant shall use the
Black-Scholes calculation methods using the following assumptions:

          1) Volatility of the closing sales price of the Common Stock for the
          260-trading day period ending on the Trigger Date as reported by
          Bloomberg;
          2) Dividend Yield of 0.00%;
          3)  Interest  Rate  of  5.50%;
          4) Exercise price will be the Exercise Price as adjusted and then in
          effect for the Warrant at the time of the Trigger Date;
          5) Term of the Warrant will be the remaining term of the Warrant from
          the Trigger Date to the stated expiration date of the Warrant; and
          6) The underlying security price for purposes of the Black-Scholes
          model will be calculated as follows:


<PAGE>
               a) In the event of an "all cash" deal, the cash per share offered
               to holders of the Company's Common Stock by the Acquiror;
               b) In the event of an "all stock" deal:
                         x) in the event of a fixed exchange ratio transaction,
                         the price per share of the Company's Common Stock
                         arrived at by multiplying the Acquiror's Stock Price by
                         the number of Acquiror's shares being offered for 1
                         share of the Company's Common Stock;
                         y) in the event of a fixed value transaction, the value
                         offered by the Acquiror for 1 share of the Company's
                         Common Stock.
               c) In the event of a transaction contemplating various forms of
               consideration for each share of the Company's Common Stock, the
               cash portion, if any, shall be valued as per paragraph a) above;
               the stock portion shall be valued as per paragraph b) above, and
               any other forms of consideration shall be valued by the Company
               in good faith, without applying any discounts to such
               consideration; provided, that in the event the Company's
               stockholders are offered a choice of consideration, the value
               offered per share shall be deemed the aggregate value of all
               consideration offered for all of the outstanding shares of the
               Company's Common Stock, divided by the total number of
               outstanding shares of the Company's Common Stock.

SECTION 3:  OTHER CHANGE OF CONTROL EVENTS
------------------------------------------

In all other Change of Control events, the computation of the option value of
each Warrant shall use the Black-Scholes calculation methods using the following
assumptions:

          1) Volatility of the closing sales price of the Common Stock for the
          260-trading day period ending on the Trigger Date as reported by
          Bloomberg;
          2) Dividend Yield of 0.00%;
          3) Interest Rate of 5.50%;
          4) Exercise price will be the Exercise Price as adjusted and then in
          effect for the Warrant at the time of the Change of Control Event ;
          5) Term of the Warrant will be the remaining term of the Warrant from
          the Change in Control Event Date to the stated expiration date of the
          Warrant; and
          6) The underlying security price for purposes of the Black-Scholes
          model will be calculated using the average of the closing market price
          of the Company's Common Stock for the ten (10) trading days commencing
          immediately after the date of the Change in Control event (for
          purposes of this Section 3, "Company Stock Price").

SECTION 4: EXERCISABILITY; FORM OF PAYMENT
------------------------------------------

The holder can exercise the Exchange Right at any time during the ten (10)
business days following the Initiation Date and the Company shall provide
written notice to the holder immediately upon occurrence of the Initiation Date.
In the event the Company elects to exchange the Warrant for shares of Common
Stock of the Company pursuant to Section 12(b) thereof, the holder will receive
that number of shares of Common Stock arrived at by dividing the value of the
Warrant, as


<PAGE>
determined above, by the Company Stock Price, determined in accordance with
Section 2 or Section 3, as applicable.

SECTION 5: GENERAL
------------------

Upon a calculation of the value of the Warrant based on the Black-Scholes
computations above, such value will not be discounted in any way.  If the holder
disputes the valuation of the Warrant, the Company and the holder will choose a
mutually agreeable investment banking or appraisal firm to compute the valuation
of the Warrant using the guidelines above, and such valuation shall be final.
The fees and expenses of such firm shall be borne equally by the Company and the
holder.



<PAGE>