EXHIBIT 10.36


                              MODIFICATION OF LEASE

                                 BC RAIL CENTRE

         THIS AGREEMENT made the 8th day of February, 2002.

BETWEEN:

                  BC RAM LTD. (Inc. No. 84014)
                  ##506 - 221 WEST ESPLANADE
                  NORTH VANCOUVER, BRITISH COLUMBIA
                  V7M 3J3

                         (herein called the "Landlord")

                                                               OF THE FIRST PART

AND:

                  PIVOTAL SOFTWARE INC.
                  300 - 224 WEST ESPLANADE
                  NORTH VANCOUVER, BRUTISH COLUMBIA
                  V7M 3M6

                         (herein called the "Tenant")

                                                              OF THE SECOND PART

WHEREAS:

A.        This  Agreement is  supplemental  to a Lease  (hereinafter  called the
     "Lease") dated the 14th day of December, 1998, as amended by a Modification
     of Lease dated the 1st day of April,  1999, as amended by a Modification of
     Lease  dated  the 8th day of  September,  1999  and  further  amended  by a
     Modification  of.  Lease  dated the 15th day of August,  2000,  whereby the
     Landlord demised and leased to the Tenant the premises (herein after called
     the "Premises")  consisting of a portion of the building (herein called the
     "building") civically described as 221 West Esplanade, in the City of North
     Vancouver,  forming  part of the  complex  known  as BC Rail  Centre  (such
     complex,  together with the land owned by the Landlord legally described as
     Lot 4  District  Lot 271 and the bed and  foreshore  of  Burrard  Inlet New
     Westminster  District,  Plan 18650,  being herein  collectively  called the
     "Lands"),  the portion  leased to the Tenant  consisting  of  approximately
     22,090 square feet of Rentable Area determined in accordance with paragraph
     7(b) of the Lease and  comprising a part of the 3rd floor of the  Building,
     which Premises are shown outlined in red on the  explanatory  plan attached
     hereto as Schedule  "A",  and  civically  described  as Suite 300, 221 West
     Esplanade, North Vancouver, British Columbia, V7M 3J3.

B.        The parties intend to modify the terms of the Lease effective March 1,
     2002 as provided herein.



                                      -1-

<PAGE>

          NOW THEREFORE this Agreement  witnesseth that in  consideration of the
     premises and the mutual covenants and agreement  hereinafter set forth, the
     parties hereto agree that the Lease is hereby amended as follows:

1.   LEASE SUMMARY

          The Lease is modified to amend reference to the following  sections of
     the Lease Summary and substituting therefore:

     4.   PREMISES

          (c)  Rentable Area of the Premises            22,090 sq. ft.
               Space Surrendered to Landlord            2,085 sq. ft.
               Total Rentable Area of the Premises      20,005 sq. ft.

     6.   BASIC RENT

<TABLE>
          PERIOD                         RENT PER SQ. FT          ANNUAL          MONTHLY
                                         PER ANNUM                PAYMENT         PAYMENT
         <S>                            <C>                      <C>              <C>
         (a)  From March 1, 2002        $12.75 p.s.f.            $255,063.75       $21,255.31
              to and including
              September 30, 2002
</TABLE>

2.   LEASE

     The Lease is further  modified to amend  reference to the Lease and Term as
     recited under Clause 1(a) Paragraph 1 and substituting therefore:

     "...the  portion leased to the Tenant  consisting of  approximately  20,005
     square feet of Rentable Area  determined in accordance with paragraph 7 (b)
     of the Lease and  comprising a part of the 3' floor of the  Building  which
     Premises are shown outlined in blue on the explanatory plan attached hereto
     as Schedule "A1"..."

3.   BASIC RENT

               The Lease is further  modified  to amend  reference  to the Basic
     Rent recited under Clause 2 and substituting therefore:

          Yielding and paying therefore yearly and every year during the term as
     Basic  Rent,  the  sum of  $255,063.75  (TWO  HUNDRED  FIFTY-FIVE  THOUSAND
     SIXTY-THREE  DOLLARS AND  SEVENTY-FIVE  CENTS  (based  upon $12.75  (TWELVE
     DOLLARS AND SEVENTY-FIVE  CENTS) per square foot per annum of Rentable Area
     of the  Premises  as set forth in the Lease'  Summary  attached  hereto) in
     lawful money of Canada, to be paid in advance in equal monthly installments
     of  $21.,255.31  (TWENTY-ONE  THOUSAND TWO HUNDRED  FIFTY-FIVE  DOLLARS AND
     THIRTY-ONE  CENTS) on the first day of each and every month during the Term
     of this Lease: to the Landlord,  or to the Landlord's agent as the Landlord
     may from



                                      -2-
<PAGE>

     time to time  designate in writing,  at the Building or at such other place
     in Canada as the Landlord may from time to time designate commencing on the
     1st day of March, 2002 up to and including the 30th day of September, 2002.
     If the Term  commences  on any day  other  than the first day of a month or
     ends on any day other than the last day of a month,  rent for the fractions
     of a month at the commencement and at the end of the Term shall be adjusted
     pro rata.

4.   PARKING

          The Lease is further  modified to amend  reference to parking  recited
     under Clause 24:

          The Landlord  shall make  available to the `tenant  during the Term of
     this Lease and the renewal  Term,  thirty-four  (34) parking  stalls in the
     Building. Should the Tenant utilize less that 34 parking stalls and wish to
     increase  the parking  stalls used to the maximum of 34 stalls,  the Tenant
     shall  provide the Landlord  with at least 45 days  written  notice of such
     requirement.  The rental for the parking  stalls shall be at current market
     rates throughout the Term of the Lease.

               It being agreed that the  amendments  contained in this Agreement
     shall be  effective  the 15th day of  March,  2002.  All  other  terms  and
     conditions  of the Lease,  as  amended,  shall  continue  in full force and
     effect.


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


The Corporate Seal of              )
BC RAIL LTD. was hereunto          )
affixed in the presence of:        )
                                   )
                                   )
                                   )
[Illegible signature]              )          c/s
-----------------------------------)
Authorized Signatory               )


The Corporate Seal of              )
PIVOTAL SOFTWARE INC. was hereunto )
affixed in the presence of:        )
                                   )
                                   )
                                   )
[Illegible signature]              )          c/s
-----------------------------------)
Authorized Signatory               )
                                   )
-----------------------------------)
                                   )
-----------------------------------)
Authorized Signatory               )



                                      -3-
<PAGE>




                     [Graphical representation of premises]