SECOND AMENDMENT TO
                 AMENDED AND RESTATED OFFICE BUILDING NET LEASE

     THIS  SECOND  AMENDMENT  TO  AMENDED AND RESTATED OFFICE BUILDING NET LEASE
(the  "Amendment")  is made as of October 4, 2001, by and between BEP-EMERY TECH
LLC,  a  Delaware  limited  liability company ("Landlord"), and EVOLVE SOFTWARE,
INC.,  a  Delaware  corporation  ("Tenant").

                                 R E C I T A L S
                                 ---------------

     A.     BEP-Emeryville,  L.P.  (predecessor-in-interest  to  Landlord)  and
Tenant  entered into that certain Amended and Restated Office Building Net Lease
dated  as  of  October  18,  2000, as amended by that certain First Amendment to
Amended and Restated Office Building Net Lease dated as of November 28, 2000 (as
amended,  the  "Lease")  for  approximately  72,351  rentable square feet in the
Building  (the  "Original  Premises").  The  Original  Premises  consists of the
following: (i) approximately 35,335 rentable square feet on the 1st, 2nd and 3rd
floors  of  the  East  Wing  of  the  Building  (the "East Wing Premises"), (ii)
approximately  15,926  rentable square feet on the 1st floor of the West Wing of
the  Building  (the  "1st  Floor  West  Wing Premises"), and (iii) approximately
21,090  rentable  square feet on the 2nd floor and mezzanine of the West Wing of
the  Building  (the  "2nd  Floor  and  Mezzanine  West  Wing  Premises").  Any
capitalized  term used but not defined herein shall have the meaning given to it
in  the  Lease.

     B.     The  Term  Expiration  Date of the Lease is July 20, 2007.  Tenant's
business  needs  are  such  that  Tenant  only  requires  to lease the East Wing
Premises.  Tenant  desires  to terminate the Lease with respect to the 1st Floor
West  Wing  Premises  and  the  2nd  Floor  and  Mezzanine  West  Wing  Premises
(collectively, the "Excess Premises").  Landlord agrees to the early termination
of the Excess Premises in return for Tenant's performance of the obligations set
forth  in  Paragraph  2  of  this Amendment.  Landlord and Tenant agree that the
Lease  with respect to the Excess Premises shall terminate early as set forth in
this  Amendment.

     C.     Landlord  and  Tenant  agree  to  amend the Lease upon the terms and
conditions  set  forth  herein.

                                A G R E E M E N T
                                -----------------

     1.   EARLY  TERMINATION  OF  EXCESS  PREMISES.
          -----------------------------------------

          (a)     Tenant  and  Landlord hereby agree to terminate the Lease with
respect  to  the  Excess  Premises  effective  11:59 p.m. California time on the
earlier of (i) July 10, 2003, or (ii)the date the Remaining Base Rent Amount (as
hereinafter  defined)  is deposited by Tenant in an escrow account designated by
Landlord  pursuant  to Paragraph 2(d) (the "Termination Date").  Notwithstanding
the  foregoing,  if  Tenant  shall  be  in monetary default under the Lease with
respect  to  the  Excess  Premises  or  under this Amendment with respect to the
Excess  Premises  on  the Termination Date, the Lease with respect to the Excess
Premises  shall  not  terminate  and the Termination Date shall be the date that
such  monetary default is cured by Tenant.  Neither the termination of the Lease


<PAGE>
with  respect  to  the  Excess Premises nor anything contained in this Amendment
shall  relieve  Tenant  of any rental or other obligations or indemnities due or
owing under the Lease with respect to the Excess Premises or this Amendment that
accrue  prior  to  or arise from events occurring prior to the Termination Date.
All  such  obligations  and  liabilities shall remain outstanding until they are
satisfied.

          (b)  Prior  to  the Termination Date, Tenant shall continue to pay all
rents and other amounts under the Lease with respect to the Excess Premises when
due  and  payable,  and continue to perform all other non-payment obligations of
Tenant  under  the  Lease  when  due  under  the  Lease.

     2.   CONSIDERATION  TO  TENANT  AND  LANDLORD.  The total value of the Base
          -----------------------------------------
Rent  and  Tenant's  Proportionate  Share  of Operating Expenses that Tenant was
supposed to pay for the Excess Premises from the Termination Date until the Term
Expiration  Date is approximately $7,100,000.00.  In consideration for the early
termination  of  the Lease with respect to the Excess Premises, Tenant agrees to
do  the  following:

          (a)  Tenant  shall  pay  One  Hundred  Thousand  and  NO/100  Dollars
($100,000.00)  (the "Initial Payment") to Landlord immediately upon the later of
execution  of this Amendment or the date on which Landlord waives in writing the
contingency  in  Paragraph  10(i)  below,  as  follows:  (i) Tenant shall pay to
Landlord  Fifty  Thousand  and  NO/100  Dollars ($50,000.00) by cashier's check,
wire-transfer  or direct deposit of immediately available funds, and (ii) Tenant
shall  transfer  ownership  of  the  Office  Property (as defined in paragraph 3
below)  to Landlord as set forth in paragraph 3 below (Landlord and Tenant agree
that  the  value  of  the  Office  Property  is  $50,000.00).

          (b)  On  or  before  January  2,  2002,  Tenant  shall pay to Landlord
another  One  Hundred Thousand and NO/100 Dollars ($100,000.00) (the "January 2,
2002  Payment")  by  cashier's  check,  wire-transfer  or  direct  deposit  of
immediately  available  funds.

          (c)  Tenant  shall  continue  to  pay  Base  Rent under the Lease with
respect  to  the  Excess  Premises  through July 10, 2003 and shall sublease the
Excess  Premises  to  Landlord from October 15, 2001 (the "Sublease Commencement
Date")  until  the  Termination Date for One and NO/100 Dollar ($1.00) per month
(the "Sublease Payment") and upon the terms and conditions set forth in (A) that
certain  sublease for the 1st Floor West Wing Premises (the "1st Floor West Wing
Premises  Sublease")  between  Tenant, as sublessor, and Landlord, as sublessee,
dated as of October 4, 2001, and (B) that certain sublease for the 2nd Floor and
Mezzanine  West  Wing  Premises (the "2nd Floor and Mezzanine West Wing Premises
Sublease") between Tenant, as sublessor, and Landlord, as sublessee, dated as of
October  4,  2001.

          (d)  At  any  time  prior to the Termination Date, with at least three
(3)  business days prior written notice to Landlord, Tenant shall have the right
to stop performing under Paragraph 2(c) above if Tenant pays, in a lump sum, the
amount of Base Rent for the Excess Premises for the period beginning the date of
such  lump  sum payment through July 10, 2003 (the "Remaining Base Rent Amount")
by  placing  such lump sum amount into an escrow account (the "Escrow Account"),
with  Bank  of  America,  which  Escrow  Account  shall be solely designated and


<PAGE>
controlled  by  Landlord.  The funds in the Escrow Account shall accrue interest
for  the benefit of Tenant at the best money market rates available with Bank of
America.  The interest accruing in the Escrow Account shall be paid to Tenant on
a  monthly  basis. Landlord may draw from the Escrow Account monthly payments of
Base  Rent  from  the  Escrow  Account as if Tenant were paying Base Rent in the
manner set forth in Paragraph 2(c) above, except that the Termination Date shall
in  such  event  be  the  date by which the funds were delivered into the Escrow
Account  by  Tenant.

     3.   1ST  FLOOR  WEST  WING  PREMISES FURNITURE AND EQUIPMENT.  As of the
          --------------------------------------------------------
date  the  Initial  Payment  is  required to be made by Tenant, Tenant shall and
hereby  does  bargain,  sell,  assign and transfer to Landlord as of the date of
this  Agreement,  all  of  its  right,  title  and interest in and to all of the
furniture  and  equipment  (the  "Office Property") which are located on the 1st
Floor  West Wing as shown on EXHIBIT 1 attached hereto.  Tenant shall deliver to
                             ---------
Landlord  a  Bill  of Sale with respect to the Office Property immediately after
this  Agreement  is fully-executed by the parties.  Tenant hereby represents and
warrants  that  Tenant  holds all right, title and interest in and to the Office
Property,  free  of  any  liens,  encumbrances  or  interests  of third parties.
Subject  to  the  preceding  sentence,  the Office Property shall be conveyed to
Landlord  in  their  "AS  IS"  condition,  with  all  faults  and  defects.

     4.   BASE  RENT.  From  January 1, 2002 until the Term Expiration Date, the
          ----------
amount  of  Base  Rent  for  the Leased Premises (including the Excess Premises)
shall be modified as set forth below.   The definition of Base Rent in the Basic
Lease  Information  sheet  of  the  Lease  is hereby deleted in its entirety and
replaced  with  the  following:


"FOR THE LEASED PREMISES
 -----------------------

1/1/02 - 2/28/02:                2.597 per rentable square foot per month
3/1/02 - 7/31/02:                2.626 per rentable square foot per month
8/1/02 - 2/28/03:                2.674 per rentable square foot per month
3/1/03 - 7/31/03:                2.705 per rentable square foot per month
8/1/03 - 2/28/04:                2.755 per rentable square foot per month
3/1/04 - 7/31/04:                2.786 per rentable square foot per month
8/1/04 - 2/28/05:                2.837 per rentable square foot per month
3/1/05 - 7/31/05:                2.870 per rentable square foot per month
8/1/05 - 2/28/06:                2.922 per rentable square foot per month
3/1/06 - 7/31/06:                2.956 per rentable square foot per month
8/1/06 - 2/28/07:                3.010 per rentable square foot per month
3/1/07 - 7/20/07:                3.045 per rentable square foot per month


Notwithstanding  the  foregoing, in addition to Base Rent, Tenant shall continue
to  pay  a  monthly amount of $4,413.94 through the Term Expiration Date for the
amortization  of additional tenant improvements for the East Wing Premises."


<PAGE>
     5.   OPERATING  EXPENSES  FOR  THE  EXCESS  PREMISES.  Tenant  shall not be
          -----------------------------------------------
obligated to pay Tenant's Proportionate Share of Basic Operating Cost for the
Excess Premises commencing on January 1, 2002 until the Termination Date.

     6.   SECURITY  DEPOSIT.  Section  5.14(b) of the Lease is hereby deleted in
          -----------------
its  entirety  and  replaced  with  the  following:

     "(b)  The  amount  of  the Security  Deposit  shall  be reduced as follows:

<TABLE>
<CAPTION>
                                       MINIMUM AMOUNT OF
     DATE                 REDUCTION    SECURITY DEPOSIT
     -------------------  -----------  ------------------
<S>                       <C>          <C>
     The earlier of July  $580,225.41  $     2,320,901.62
     21, 2002 or the
     Termination Date
     -------------------  -----------  ------------------
     The earlier of July  $820,901.62  $     1,500,000.00
     10, 2003 or the
     Termination Date
     -------------------  -----------  ------------------
     July 21, 2004        $500,000.00  $     1,000,000.00
     -------------------  -----------  ------------------
     July 21, 2005        $500,000.00  $       500,000.00
     -------------------  -----------  ------------------
     July 21, 2006        $250,000.00  $       250,000.00
     -------------------  -----------  ------------------
</TABLE>

     Notwithstanding  the  foregoing, no reduction in the amount of the Security
Deposit  shall  take  place  on the dates referenced above if Tenant shall be in
monetary default under the Lease or under this Amendment on the applicable date;
provided,  however,  the  amount of the Security Deposit shall be reduced as set
forth  above  as  soon  as  such  monetary  default  is  cured  by  Tenant."

     7.   SIGNAGE.  Effective  on the Sublease Commencement Date, Tenant's right
          -------
to  place  signage  on  the  West  Wing  of the Building shall be null and void.

     8.   BROKER  COMMISSIONS.  Tenant  hereby  agrees  to indemnify, defend and
          -------------------
hold  Landlord  free and harmless from and against liability for compensation or
charges  which may be claimed by Tenant's exclusive listing agent, CM Realty, or
other  similar  party  by  reason  of  any dealings with or actions of Tenant in
connection  with  the  Original  Premises.  Tenant  shall  not,  however,  be
responsible  for  any liability for compensation or charges which may be claimed
by  Landlord's  exclusive  listing agent or other similar party by reason of any
dealings  with  or  actions  of  Landlord.

     9.   SUBLESSEE  LIABILITY.  Tenant  shall not be liable under the Lease for
          --------------------
any  default  or  failure to perform under the Lease resulting from a default or
failure  to  perform  under the 1st Floor West Wing Premises Sublease or the 2nd
Floor and Mezzanine West Wing Premises Sublease by the "Sublessee" thereunder or
its  agents, contractors, sublessees or invitees.  In addition, Tenant shall not
be  liable  for,  or  required  under  the  Lease  to indemnify or hold harmless


<PAGE>
Landlord from and against, any losses, claims, liabilities, judgments, causes of
action, damages, costs and expenses resulting from or arising in connection with
the  acts or omissions of the "Sublessee" thereunder or its agents, contractors,
sublessees  or  invitees.

     10.  LENDER/FINANCING  CONTINGENCY.  This  Amendment  shall  be  null  and
          -----------------------------
void (i) if Landlord does not receive approval to enter into this Amendment from
its  lender,  First  Union National Bank, by October 31, 2001, or (ii) if Tenant
does  not  receive a funding from Warburg Pincus of not less than $10,000,000.00
by  October  15,  2001.



<PAGE>
     11.  CHANGES.  Notwithstanding  any  term  or  provision  of the Lease, the
          -------
provisions  of this Amendment shall amend, modify and supersede the terms of the
Lease.  If  there  is  any  conflict  between the Lease and this Amendment, this
Amendment  shall  control.  Except  as  herein set forth, the Lease shall remain
unmodified  and  in  full  force  and  effect.

     IN  WITNESS WHEREOF, this Amendment is being executed by the parties on the
date  set  forth  above.

                              "LANDLORD":

                              BEP-EMERY TECH LLC,
                              a Delaware limited liability company

                              By:  BEP-Emeryville, L.P,
                                   a Delaware limited partnership
                                   its Member

                              By:  EPI Investors 103 LLC,
                                   a California limited
                                   liability company
                                   its General Partner

                              By:  Ellis Partners, Inc.,
                                   a California corporation
                                   its Managing Member


                                   ---------------------------------
                                   James F. Ellis
                                   Vice President

                              "TENANT":

                               EVOLVE SOFTWARE, INC.,
                               a Delaware corporation


                               By:
                                  ----------------------------------
                               Name:
                                    --------------------------------
                               Title:
                                     -------------------------------


<PAGE>
                                    EXHIBIT 1

                                 OFFICE PROPERTY



<PAGE>