EXHIBIT 10.24


                   SECOND AMENDMENT TO RESTATED OFFER TO LEASE


THIS AGREEMENT made as of the 18th day of May, 2001.

BETWEEN:

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

          (the "Landlord")

AND:

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

          (the "Tenant")

WHEREAS:

A.   Pursuant to a restated offer to lease made the 28th day of July, 2000 and a
     first  amendment  to  restated  offer to  lease  made as of the 16th day of
     October,  2000 between the parties  (together,  the "Offer to Lease"),  the
     Landlord agreed to lease to the Tenant, and the Tenant agreed to lease from
     the Landlord, the Premises in the Building (currently unbuilt) on the terms
     and conditions therein;

B.   In connection  with the Offer to Lease,  the parties  executed a definitive
     office lease agreement made and entered into the 28th day of December, 2000
     (the "Lease");

C.   The parties have agreed to changes to specific  provisions  in the Offer to
     Lease  and have  agreed  to amend  the  Offer  to  Lease on the  terms  and
     conditions in this Agreement.


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

1.       Definitions

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

2.       Amendments to Offer to Lease

         The Offer to Lease is hereby amended as follows:


<PAGE>

(a)      delete clause  11(a)(vii) in its entirety and substitute the following
         therefor:

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

(b)      in the last sentence of clause 9,change "Exhibit "G"" to "Exhibit "F"";

(c)      delete clause 18 in its entirety and substitute the following therefor:

               "(a) Not later than  December 28, 2000,  the parties will execute
                    in  duplicate  the  Lease in the  form  attached  hereto  as
                    Schedule "D" (and  thereafter all references to the Lease in
                    this  Offer  to Lease  shall  mean the  executed  form)  and
                    deliver  all  executed  copies to  Koffman  Kalef,  Business
                    Lawyers,  to hold  in  trust  to be  delivered  pursuant  to
                    paragraph  (c) below,  unless  notice is  received  from the
                    Landlord  or the  Tenant,  as the case  may be,  that it has
                    terminated this Offer to Lease pursuant to clauses 26 or 27,
                    provided  that the  Landlord  may  deliver  to any  proposed
                    lender or purchaser of the Site a certified true copy of the
                    Lease on a confidential basis, pursuant to a confidentiality
                    agreement, a copy of which is provided to the Tenant.

               (b)  In the event this Offer to Lease and the Lease is terminated
                    in  accordance  with clauses 26 or 27 of this Offer to Lease
                    then,  in addition to any other  provisions of this Offer to
                    Lease,  all executed copies of the Lease will be returned to
                    the Tenant for destruction.

               (c)  In the event the upset dates  described in clauses 26 and 27
                    have expired and this  transaction  has not been  terminated
                    pursuant to clauses 26 and 27, one copy of the Lease will be
                    delivered  to each of  Landlord  and  Tenant  on the date of
                    Delivery of Possession  of the Premises to the Tenant,  and,
                    thereupon  the  Lease  shall  be in full  force  and  effect
                    provided that nothing herein shall limit the terms of clause
                    28 of this  Offer to Lease  pursuant  to which the terms and
                    conditions of section 6.3,  section  20.1(d) and Exhibit "E"
                    of the Lease are  incorporated  by reference into this Offer
                    to  Lease  and are in full  force  and  effect  on the  date
                    hereof.

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

                                       2
<PAGE>

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

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


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

          provided that if the parties  cannot agree to such changes  within ten
          (10)  days of such  request,  such  changes  shall  be  determined  by
          arbitration  pursuant  to  Exhibit  "F" of the  Lease.  If either  the
          Landlord or the Tenant  refuses or neglects to  re-execute  the Lease,
          the Landlord and the Tenant agree that they are  nonetheless  bound by
          the terms of the Lease as agreed by the  parties or as  determined  by
          arbitration as aforesaid.";

(d)  in the last sentence of clause 23, change "Exhibit "G"" to "Exhibit "F"";

(e)  delete clause 28 in its entirety and substitute the following therefor:

               "28. The  Tenant has  provided  a letter of credit  issued to the
                    Landlord in the amount of  $1,000,000.00  to beheld upon the
                    terms and  conditions  contained in section 6.3 of the Lease
                    (the "Security  Deposit").  Not later than July 3, 2001, the
                    Tenant covenants and agrees to increase the Security Deposit
                    to  $3,750,000.00.  Thereafter,  the  Tenant  covenants  and
                    agrees to increase the  Security  Deposit to an amount equal
                    to two (2) years'  gross  rent (for  example,  the  Security
                    Deposit would be  $7,855,000.00 if the gross rent was $62.84
                    per square  foot and the  Rental  Area of the  Premises  was
                    125,000 square feet) on or before the Commencement Date. The
                    terms of Exhibit "E"  attached to the Lease,  as well as the
                    provision  of section 6.3 of the Lease  requiring  that cash
                    proceeds be held in trust in  interest-bearing  certificates
                    shall  apply  to all of the  security  provided  under  this
                    clause, mutatis mutandis.  Notwithstanding that the executed
                    copies of the Lease are held in trust  pursuant to clause 18
                    or anything else to the contrary in this Offer to Lease, the
                    Lease or at law, the parties  acknowledge and agree that the
                    terms and conditions of section 6.3, subsection 20.1(d), and
                    Exhibit  "E" of the  Lease are in full  force and  effect as
                    from the date of this  Offer to Lease as if such  terms  and
                    conditions  were  set out in full and  incorporated  in this
                    Offer to Lease as terms and conditions hereof and references
                    in the letter of credit to such terms and  conditions of the
                    Lease  shall  also  refer to such  terms and  conditions  as
                    incorporated in this Offer to Lease."; and

                                       3
<PAGE>

     (f)  delete  clause  32  in  its  entirety  and  substitute  the  following
          therefor:

                    "The  Landlord  agrees with the Tenant that on or before the
                    Commencement Date, it shall have received,  to the extent it
                    is lawfully entitled to same after complying,  or causing to
                    be complied  with, the terms and conditions of the following
                    described  encumbrances,  the written  agreement  or written
                    assurance of the City of  Vancouver to discharge  from title
                    to the Site those  encumbrances  described  in Schedule  "E"
                    (Part 1) hereto,  provided  that the Landlord and the Tenant
                    acknowledge  and agree that the  failure of the  Landlord to
                    obtain such agreement or assurance shall not delay or extend
                    the  Commencement  Date and the Lease  shall  remain in full
                    force and effect. Furthermore,  the Landlord agrees with the
                    Tenant to  indemnify  and save  harmless  the Tenant for any
                    claims,  costs or liabilities that the Tenant may incur with
                    respect  to  the  Landlord  failing  to  pay  any  financial
                    obligations  or comply with any  conditions or  requirements
                    contained  in those  encumbrances  described in Schedule "E"
                    (Part 2) hereto.";

     (g)  delete the second  sentence of clause 35 and  substitute the following
          therefor:

                    "In the event of any inconsistency between the provisions of
                    this Offer to Lease and the  provisions  of the Lease or any
                    difference in language covering the same subject matter, the
                    provisions of the Lease shall govern  (notwithstanding  that
                    the executed  copies of the Lease are held in trust pursuant
                    to clause 18),  provided  that clause 11(m) of this Offer to
                    Lease  shall  govern  with  respect to all  matters  arising
                    during the construction of the Building."

3.   Effect on Offer to Lease

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

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

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




                                       4
<PAGE>


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


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


PCI PROPERTIES CORP.


Per:   _____________________
       Authorized Signatory



PIVOTAL CORPORATION


Per:   _____________________
       Authorized Signatory





                                       5
<PAGE>