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                                                                    Exhibit 10.3

                               SUBLEASE AGREEMENT

         THIS AGREEMENT (this "Sublease"), dated this 16th day of January, 2001,
is made by and between Internet Capital Group Operations, Inc., a Delaware
corporation with offices located at 435 Devon Park Drive, Building 600, Wayne,
PA 19087 (together with any affiliate of Internet Capital Group Operations, Inc.
deemed to be Tenant (as defined below) under the Lease (as defined below),
"Sublessor"), and RightWorks Corporation, a California corporation with offices
located at 1075 East Brokow Road, San Jose, CA 95131 ("Sublessee"):

                                    RECITALS

         WHEREAS, a lease, including all riders and exhibits attached thereto,
(the "Lease") was executed as of September 20, 1996 by and between State Street
Bank and Trust Company of California, N.A. as landlord ("Landlord") and Internet
Capital Group, L.L.C., predecessor-in-interest to Sublessor ("ICG LLC"), The
Access Fund ("Access"), Hamilton Lane Advisors ("Hamilton"), Harold S. Zlot
("Zlot") and Martin S. Gans ("Gans"), joint and several as tenant ("Tenant"), by
the terms of which Suite 3705 of that certain office building located at 44
Montgomery Street in San Francisco, California 94104 consisting of approximately
3,607 square feet (the "Premises") was leased to Sublessor, as tenant, for a
term of five (5) years, commencing on December 1, 1996 and ending on November
30, 2001, subject to earlier termination as provided therein;

         WHEREAS, Sublessor succeeded by operation of law to the interests of
ICG LLC under the Lease;

         WHEREAS, Sublessor, Access, Hamilton, Zlot and Gans (each, an
"Occupant") have agreed to occupy the Premises and divide all rental and other
payments due under the Lease according to their respective percentage occupancy
of the Premises;

         WHEREAS, Hamilton subsequently transferred its interests in and
occupancy of the Premises to Sublessor;

         WHEREAS, Sublessor presently occupies approximately 2,100 square feet
("Sublessor's Premises") or 58.3% of the Premises, as depicted on EXHIBIT A
attached hereto and made a part hereof, and pays rent and other payments due
under the Lease according to its percentage occupancy of the Premises, as the
same may exist from time to time; and

         WHEREAS, Sublessor now desires to sublease Sublessor's Premises to
Sublessee and Sublessee desires to accept the sublease thereof.

                                    AGREEMENT

         NOW, THEREFORE, for and in consideration of the foregoing and other
good and valuable consideration, receipt of which is hereby acknowledged, and
the agreement of Sublessee, hereinafter set forth, Sublessor hereby subleases to
Sublessee, Sublessor's right, title
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and interest to use and occupy the Premises, under and subject to the terms of
the Lease which are incorporated herein by reference, and Sublessee hereby
agrees to and does accept the Sublease and in addition expressly assumes and
agrees to keep, perform, and fulfill all the terms, covenants, and obligations
required to be kept under the Lease by Tenant and this Sublease by Sublessee.
Sublessee shall neither do or permit anything to be done which would cause the
Lease to be terminated or forfeited by reason of any termination or forfeiture
reserved or vested in Landlord under the Lease.

         Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Lease. It is the intention of Sublessor and Sublessee
that except as otherwise provided by the specific provisions set forth in this
Sublease, the relation between Sublessor and Sublessee shall be governed by the
Lease. Accordingly, for purposes of interpreting the terms and provisions of
this Sublease, when in the Lease any reference is made to (i) Landlord the same
shall be deemed to be a reference to Sublessor, (ii) Tenant the same shall be
deemed to be a reference to Sublessee, (iii) "the Lease" or "this Lease" or any
similar expression the same shall be deemed to be a reference to the Sublease
herein made, and (iv) "the Premises" or any similar expression the same shall
mean the "Sublessor's Premises" demised in this Sublease.

         NOTWITHSTANDING the foregoing:

         1. Term. The term of the Sublease (the "Term") shall commence on
January 16, 2001 and will terminate on November 30, 2001 or at such earlier date
on which the Lease shall terminate or expire.

         2. Sublessor's Pro Rata Share. Sublessor has notified Sublessee that
Sublessor's Pro Rata Share of any and all amounts due under the Lease is 58.3%
of such amounts. For the purposes of this Sublease Agreement, Sublessor's Pro
Rata Share shall remain at 58.3%.

         3. Rent. Sublessee agrees to pay Sublessor $6,308.64 per month, plus
Sublessor's Pro Rata Share of any increases in rental obligations under the
Lease as provided for in Section 4.02(B) of the Lease and determined pursuant to
Section 4.03 of the Lease, as base rent ("Base Rent") under this Sublease. Base
Rent is due and payable in advance on the first day of each calendar month
during the Term. Base Rent for any portion of any month which is included in the
term of this Sublease shall be pro-rated in the proportion that the number of
days this Sublease is in effect during such partial month bears to the total
number of days in the calendar month. Concurrently with the execution hereof,
Sublessee shall pay Sublessor Base Rent for the first calendar month, or portion
thereof, of this Sublease.

         4. Utilities and Services. Sublessee agrees to pay Sublessor's Pro Rata
Share of all payments required by Tenant under the Lease with respect to
utilities and services (the "Utility Payments") as set forth in Article 7 of the
Lease.

         5. Additional Taxes. Sublessee agrees to pay Sublessor's Pro Rata Share
of any amounts due under Section 4.08 of the Lease.

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         6. Payment. All Base Rent, payments for utilities and services, and
other payments due under this Sublease shall be paid by Sublessee without notice
or demand on the first day of each month and made payable to Internet Capital
Group Operations, Inc. and mailed to:

                              Internet Capital Group Operations, Inc.
                              c/o Internet Capital Group, Inc.
                              435 Devon Park Drive
                              Building 600
                              Wayne, Pennsylvania 19087
                              Attention:  Kirk Morgan

         7. Payment for Additional Services. Sublessee shall pay Sublessor
within five (5) days of receipt of an invoice therefor, all costs associated
with Sublessee's use of the photocopy machine located on the Premises, provided
that, Sublessor shall not bill Sublessee for such costs more than once in any
calendar month. As of the date of the Sublease the cost per page for use of said
photocopy machine is $.00412; Sublessor shall promptly notify Sublessee of any
increase in such cost.

         8. Other Amounts Due. Sublessee agrees to pay Sublessor within five (5)
days of the receipt of an invoice therefor, for any amounts or payments due to
be paid by Sublessor under the Lease and not otherwise specified herein.

         9. Condition of Premises. Sublessee accepts the Premises in its "as is"
condition as of the date this Sublease commences.

         10. Enforcing Obligations of Landlord Under Lease. Whenever under the
terms of the Lease, Landlord shall fail to do some act or thing that is required
of it to be done, Sublessee may, upon the prior written consent of Sublessor,
which consent may be withheld and conditioned upon Sublessor's sole and absolute
discretion, in the name of Sublessor enforce the performance of Landlord under
the Lease, provided that, Sublessee shall indemnify and hold Sublessor harmless
of and from any liability for any expense incurred in connection with
Sublessee's unsuccessful prosecution of any proceedings or action so taken by
Sublessee. In implementation of this indemnity, Sublessor may require that a
security deposit, in such amount as Sublessor determines, be deposited with
Sublessor. Sublessor agrees to cooperate fully in such enforcement and extend
Sublessee such assistance that it may reasonably require, but this does not
alter the release of Sublessor from responsibility for enforcing Landlord's
obligations as to repairs, services, Quiet Enjoyment, or any other Landlord
obligations under the Lease or applicable law. Sublessee recognizes that
Sublessor shall have no obligation whatsoever to provide any services to
Sublessee or to make any repairs to the Premises or Building, or to fulfill any
obligation of Landlord under the Lease but that Sublessee will look solely to
Landlord for such obligations and any other obligations Landlord is required to
perform under the Lease. The foregoing includes the right, at Sublessee's
election, to conduct any arbitration proceeding under the Lease when a dispute
under that Lease is to be resolved by arbitration. Whenever any right or
privilege is granted to Tenant under the Lease, or the Lease lodges any
discretion in that tenant in respect to any matter or thing, Sublessor agrees
not to exercise the right or privilege or


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its discretion as to the matter or thing concerned insofar as the latter may
affect the Premises demised by this Sublease, except in a manner as directed by
Sublessee, but Sublessee will indemnify and hold Sublessor harmless of and from
any liability consequent upon Sublessor so acting with the same privilege of
Sublessor to require a security deposit in implementation of the indemnity as
above described.

         11. Maintenance and Repairs. During the Term, Sublessee shall perform
all matters of repair in respect to the Premises that Sublessor as tenant is
obligated to perform under the terms of the Lease. In respect to repairs that
are required to be performed by Landlord under the Lease, Sublessee, pursuant to
the provisions of Paragraph 10 hereunder, upon receipt of Sublessor's prior
written consent shall be entitled to enforce such obligations in Sublessor's
name, subject to the indemnity and hold-harmless provisions, including, without
limitation, those pertaining to security, set forth in Paragraph 10, and
Sublessee shall not look to Sublessor for the performance of those repairs.
Sublessee shall pay Sublessor promptly upon demand any amounts due and payable
by Sublessor as Tenant under Section 8.02 of the Lease.

         12. Use. The Premises shall be used for general business offices only.

         13. Insurance. Sublessee shall assume, be liable for and perform all
insurance obligations of Sublessor as Tenant under the Lease. Such obligations
shall be performed for Landlord and Sublessor. Sublessee agrees to pay
Sublessor's Pro Rata Share of all premiums for all insurance required under the
Lease.

         14. Brokers. Sublessee represents and warrants that it has not had
dealings with any real estate broker, finder or other person with respect to
this Sublease in any manner. Sublessee shall indemnify, defend and hold harmless
Sublessor from any and all claims, actual or threatened, and all damages
resulting from any claims that may be asserted against Sublessor by any broker,
finder or other person with whom Sublessee had or purportedly has dealt.

         15. Alterations. Sublessee shall make no changes or alterations to the
Premises. Sublessee shall pay Sublessor promptly and upon demand any amounts due
and payable by Sublessor as Tenant under Article 9 of the Lease.

         16. Sublease and Assignment. Sublessee shall not sublease, license,
assign, or otherwise transfer all or any portion of its interests in this
Sublease or the Premises.

         17. Liability. Sublessee, to the extent permitted by law, waives all
claims it may have against Sublessor, and against Sublessor's agents and
employees for damage to person or property sustained by Sublessee or by any
occupant of the Premises, including, without limitation, each Occupant, or by
any other person, resulting from any part of the Building or the Premises, or
any equipment or appurtenances becoming out of repair, or resulting from any
accident in or about the Premises or the Building resulting directly or
indirectly from any act or neglect of any tenant or occupant of any part of the
Building or of any other person, including, without limitation, each Occupant,
unless such damage is a result of the gross negligence of Sublessor or
Sublessor's agents or employees. All personal property belonging to Sublessee or


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any occupant of the Premises, including, without limitation, each Occupant, that
is in or on any part of the Building shall be there at the risk of Sublessee or
of such other person or entity only, and Sublessor, its agents and employees
shall not be liable for any damage thereto or for the theft or misappropriation
thereof unless such damage, theft or misappropriation is a result of the gross
negligence of Sublessor or Sublessor's agents or employees. Sublessee agrees to
hold Sublessor harmless and indemnified against claims and liability for
injuries to all persons and for damage to or loss of property occurring in or
about the Premises or the Building, due to any act or negligence by Sublessee,
its contractors, agents or employees. Sublessee shall also indemnify and hold
Sublessor harmless from and against all claims of any kind whatsoever by reason
of any breach or default of the Lease or this Sublease on the part of Sublessee,
its contractors, agents, or employees.

         18. Holdover. If Sublessee retains possession of the Premises or any
part thereof after the termination of the Term, Sublessee shall pay Sublessor
rent at a monthly rate equal to double the amounts required to be paid under
Paragraphs 3, 4, 5, 7 and 8 of this Sublease for the time Sublessee thus remains
in possession and, in addition thereto, Sublessee shall pay Sublessor for all
damages, consequential as well as direct, sustained by reason of Sublessee's
retention of possession. The provisions of this Paragraph do not exclude
Sublessor's rights of re-entry or any other right hereunder.

         19. Sublessor's Representations and Warranties. Sublessor hereby
represents and warrants that to Sublessor's actual knowledge as of the date
hereof: (i) the Lease is in full force and effect, (ii) Sublessor has not
received notice of any default under the Lease, and (iii) the building systems
described in Sections 7.01(A), 7.01(B) and 7.01(E) of the Lease are in good
working order.

         20. Notice. All notices or demands given or required to be given
hereunder shall be in writing and shall be sent by Certified or Registered Mail,
return receipt requested, postage prepaid, or by Federal Express or other
overnight courier, addressed to the intended recipient's address or addresses
set forth below or at such other address or addresses as shall be designated in
writing by the party to receive notice. Any such notice shall be deemed to have
been given (a) three (3) business days after the day of deposit in the United
States mails or (b) one business day after the date sent by an overnight mail
service, and if sent as aforesaid, shall be effective whether or not received by
the addressee.

              For Sublessee:            RightWorks Corporation
                                        1075 East Brokow Road
                                        San Jose, California  95131
                                        Attention:  Jean Allington

              For Sublessor:            Internet Capital Group Operations, Inc.
                                        c/o Internet Capital Group, Inc.
                                        435 Devon Park Drive
                                        Building 600
                                        Wayne, Pennsylvania 19087
                                        Attention:  Henry Nassau


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         21. Miscellaneous. The parties stipulate:

                  (a) No receipt of money by Sublessor from Sublessee after the
termination of this Sublease or after the service of any notice or after the
commencement of any suit, or after final judgment for possession of Sublessor's
interests in the Premises shall reinstate, continue or extend the Term of this
Sublease or affect any such notice, demand or suit or imply consent for any
action for which Sublessor's consent is required.

                  (b) No waiver of any default of Sublessee hereunder shall be
implied from any omission by Sublessor to take any action on account of such
default if such default persists or is repeated, and no express waiver shall
affect any default other than the default specified in the express waiver and
that only for the time and to the extent therein stated.

                  (c) Neither party has made any representations or promises,
except as contained herein, or in some further writing signed by the party
making such representation or promise.

                  (d) Sublessor makes no representation or warranty as to the
rentable or usable square feet included in the Premises except that the Premises
constitute the entire Premises under the Lease.

                  (e) All payments due under this Sublease shall be considered
"additional rent".

                  (f) Should Sublessor incur any attorneys' fees in enforcing
this Sublease, Sublessee shall be liable for and pay such attorneys' fees to
Sublessor within thirty (30) days of receiving a bill therefor.

         22. Default. Consistent with Sublessor's assuming all of Landlord's
rights under the Lease vis-a-vis Sublessee, upon Sublessee's breach of this
Sublease, including, without limitation, any Event of Default under the Lease,
Sublessor shall have all the rights against Sublessee as would be available to
Landlord against Tenant under the Lease if such breach were by Tenant
thereunder.

         23. Power. Sublessee represents and warrants that it is a corporation
duly organized, validly existing and in good standing under the laws of the
State of California; it has the power and authority to enter into this Sublease
and to comply with the terms and provisions hereof; and the execution, delivery
and performance of this Sublease have been duly authorized by appropriate
corporate action of Sublessee.

         24. Lease Exclusions. Any options to expand, cancel, renew or extend
the Lease, including, without limitation, that certain Renewal Option set forth
in Article 28 of the Lease, do not apply to this Sublease.


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         25. Entire Agreement. This Sublease and the Lease comprise the entire
agreement of the parties.

         26. Sublessee's Disclaimer. Sublessee hereby (i) expressly waives the
benefit of any applicable law available solely for the benefit of a tenant in a
landlord-tenant relationship, (ii) disclaims the creation or existence of any
landlord-tenant relationship by and between Sublessee and Sublessor with respect
to the Premises, and (iii) releases Sublessor from any liability which Sublessor
would incur solely from being characterized as a landlord under the terms and
conditions of this Sublease.

         27. Counterparts. This Sublease may be executed in duplicate
counterparts, each of which executed and acknowledged counterparts shall
together constitute a single document. Signature and acknowledgment pages may be
detached from the counterparts and attached to a single copy of this document to
physically form one document, which may be recorded.

         28. Successors and Assigns. This agreement shall be binding on and
inure to the benefit of the parties hereto, their heirs, executors,
administrators, successors in interest and assigns, subject to (i) the
provisions of Paragraph 16 herein and (ii) the provisions of the Lease dealing
with assignment and subletting.

                   [Signatures commence on the following page]


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         Executed the day and year first above written.


                                   SUBLESSOR

                                   INTERNET CAPITAL GROUP
                                   OPERATIONS, INC., a Delaware corporation


                                   /s/ Ken Fox
                                   ________________________________________
                                   Name:   Ken Fox
                                   Title:  Managing Director


                   [Signatures continue on the following page]


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                                   SUBLESSEE

                                   RIGHTWORKS CORPORATION, a
                                   California corporation


                                   /s/  Larry Butler
                                   --------------------------
                                   Name: Larry Butler
                                   Title: Vice President



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                                    EXHIBIT A

                        [Floor Plan of leased Premises]