FIRST AMENDMENT TO AMENDED AND RESTATED
                        LOAN AGREEMENT AND LIMITED WAIVER


     THIS  FIRST  AMENDMENT  TO  AMENDED AND RESTATED LOAN AGREEMENT AND LIMITED
WAIVER  ("AMENDMENT")  is  made  and  entered into as of April 19, 2002, between
EVOLVE  SOFTWARE,  INC.,  a Delaware corporation (herein called "BORROWER"), and
COMERICA  BANK-CALIFORNIA  ("BANK").

                                    RECITALS

     A.  Borrower  and  Bank entered into that certain Amended and Restated Loan
Agreement  dated  as  of November 13, 2001 (as the same may from time to time be
modified,  amended, supplemented, restated or superseded, the "LOAN AGREEMENT"),
pursuant to which Bank agreed to extend and maintain loans available to Borrower
upon  the  terms  and  conditions  contained  therein.  Unless otherwise defined
herein,  all terms defined in the Loan Agreement have the same meaning when used
herein.

     B.  Borrower  is presently in violation of the financial covenant set forth
in Section 8 of the Loan Agreement that Borrower maintain Maximum Leverage Ratio
not  to  exceed  2.25  for the applicable period commencing on December 31, 2001
until  March  31,  2002,  which  violation constitutes an Event of Default under
Section  10  of  the  Loan  Agreement  (the  "Current  Event  of  Default").

     C. Borrower has requested that (i) Bank waive the Current Event of Default,
and  (ii) amend the Loan Agreement and Bank is willing to do so, but only to the
extent, in accordance with the terms, subject to the conditions, and in reliance
upon  the  representations  and  warranties  set  forth  herein.



                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants  herein  set  forth and for other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, and intending to be
legally  bound,  and  to  induce Bank to enter into this Amendment, Borrower and
Bank  hereby  agree  as  follows:

     SECTION  1.  LIMITED  WAIVER. At Borrower's request, Bank hereby waives the
Current  Event  of  Default.

     SECTION  2.  AMENDMENTS  TO  LOAN  AGREEMENT.  The Loan Agreement is Hereby
amended  as  follows:

     2.1  SECTION  8.  Sections  8.(f),  8(g) and 8(h) of the Loan Agreement are
deleted  in  their  entirety  and  the  following  is  inserted in lieu thereof:


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          "FINANCIAL  COVENANTS.  Borrower  shall:

               (f)  BANK LIQUIDITY RATIO. Maintain at all times a Bank Liquidity
Ratio  of not less than 1.25:1.00. As used herein, "BANK LIQUIDITY RATIO" on any
given  date  shall  be defined as (a) the sum of cash deposited by Borrower with
Bank  plus  cash  deposited  by  Borrower  with  Custodian to (b) the sum of the
aggregate  amount  of  Committed  Revolving  Line  and  Equipment  Advances  not
otherwise  cash-collateralized  as  of  such  date.

               (g) MINIMUM UNRESTRICTED CASH. Maintain at all times, measured on
a  monthly  basis,  Unrestricted Cash of not less than $8,000,000. "UNRESTRICTED
CASH"  shall  mean  cash  deposited by Borrower with Bank plus cash deposited by
Borrower with Custodian plus the amounts on deposit in Borrower's Certificate of
Deposit  with  Bank.

               (h)  MINIMUM  REVENUE.  Measured  on  a quarterly basis, maintain
revenues  greater  than:

          during  the  quarter  ending  March  31,  2002,  $2,500,000;

          during  the  quarter  ending  June  30,  2002,  $3,500,000;

          during  the  quarter ending September 30, 2002, $4,500,000; and during
          the  quarter  ending  December  31,  2002  and

          during  each  quarter  thereafter,  $6,500,000."

     2.2     The  following  definition  is added to the list of definitions set
forth  on  Exhibit  A to the Loan Agreement, inserted in its proper alphabetical
sequence:

          "FIRST  AMENDMENT"  shall mean that certain First Amendment to Amended
and  Restated  Loan  Agreement and Limited Waiver dated as of April 19, 2002, by
and  between  Borrower  and  Bank."

     2.3  The  definition of "Loan Documents" set forth on Exhibit A to the Loan
Agreement  is  hereby  amended  by adding "the First Amendment" to the documents
listed  therein.

     SECTION  3.  LIMITATIONS  ON  AMENDMENTS.

     3.1.  The  waiver set forth in SECTION 1 above, and the amendment set forth
in  SECTION  2  above,  shall  be  limited precisely as written and shall not be
deemed  to  (i) be a waiver of or an amendment to any other term or condition of
the  Loan  Agreement  or  any  other  Loan Document, (ii) prejudice any right or
remedy  which  any  party  may  now  have  or may have in the future under or in
connection  with  the  Loan  Agreement or any other Loan Document, or (iii) be a
consent  to  any  future  waiver  or  amendment.

     3.2.  This  Amendment  shall be construed in connection with and as part of
the  Loan  Documents  and  all  terms,  conditions, representations, warranties,
covenants  and  agreements  set  forth  in  the Loan Documents, except as herein
waived  or  amended,  are hereby ratified and confirmed and shall remain in full
force  and  effect.


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     SECTION 4. REAFFIRMATION AND ACKNOWLEDGEMENT. Borrower hereby reaffirms its
obligations under the Loan Documents and ratifies and reaffirms the validity and
enforceability  of all of the liens and security interests heretofore granted to
Bank pursuant to the Loan Documents, as collateral security for the Obligations,
and  acknowledges  that  all  of  such  liens  and  security  interests, and all
Collateral  heretofore pledged as security for such Obligations, continues to be
and  remain  collateral  for  such  Obligations  from and after the date hereof.

     SECTION 6. REPRESENTATIONS AND WARRANTIES. In order to induce Bank to enter
into this Amendment, Borrower hereby represents and warrants to Bank as follows:

     6.1  Immediately  after  giving  effect  to  this  Amendment  (i)  the
representations and warranties contained in the Loan Documents (other than those
which  expressly  relate to a different date) are true, accurate and complete in
all  material  respects  as  of  the date hereof and (ii) no Default or Event of
Default  has  occurred  and  is  continuing;

     6.2  Borrower  has  the  power  and  authority  to execute and deliver this
Amendment and to perform its obligations under the Loan Agreement, as amended by
this Amendment, and each of the other Loan Documents to which it is a party; and

     6.3  The  execution  and  delivery  by  Borrower  of this Amendment and the
performance  by Borrower of its obligations under the Loan Agreement, as amended
by  this  Amendment, and each of the other Loan Documents to which it is a party
have  been  duly  authorized  by  all  necessary corporate action on the part of
Borrower.

     SECTION  7. CONDITIONS PRECEDENT. The legal effectiveness of this Amendment
is  subject  to  the  satisfaction of all of the following conditions precedent:

     7.1  EXECUTED  AMENDMENT.  Bank  shall  have  received  this Amendment duly
executed  and  delivered  by  Borrower and the same shall have become effective.

     7.2  WAIVER FEE. Bank shall have received from the Borrower a waiver fee in
the  amount  of  Two  Hundred  Fifty  Dollars  ($250).

     7.3  MATERIAL ADVERSE CHANGE. There shall have occurred no material adverse
change  in either (a) the business, financial condition or prospects of Borrower
as  shown on the most recent financial statements submitted to Bank or disclosed
to  Bank, respectively, and relied upon by Bank in entering into this Amendment,
or  (b)  in  the prospect of repayment of any portion of the Obligations, or (c)
the  value  or  priority  of  Bank's  security  interest  in  the  Collateral.

     7.4  NO  DEFAULT.  Other than Current Event of Default, no Event of Default
has  occurred  that  remains  uncured  and is continuing or will result from the
consummation  of  the  transactions  contemplated  by  this Amendment that would
constitute  an  Event  of  Default.

     7.5  PAYMENT  OF FEES. Bank shall have received reimbursement from Borrower
of  its  costs  and  expenses  incurred  (including,  without  limitation,  its
attorneys'  fees  and  expenses)  in  connection  with  this  Amendment  and the
transactions  contemplated  hereby.


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     7.6  OTHER  DOCUMENTS.  Bank  shall  have  received  such  other documents,
information and items from Borrower as it shall reasonably request to effectuate
the  transactions  contemplated  hereby.

     SECTION  8.  COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any  number  of counterparts, each of which when so delivered shall be deemed an
original,  but all such counterparts taken together shall constitute but one and
the  same  instrument.  Each  such  agreement  shall  become  effective upon the
execution  of  a counterpart hereof or thereof by each of the parties hereto and
telephonic  notification  that  such  executed counterparts has been received by
Borrower  and  Bank.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be  executed  and  delivered by its duly authorized officer as of the date first
written  above.

BANK:                                      BORROWER:

COMERICA  BANK-CALIFORNIA                  EVOLVE  SOFTWARE,  INC.,

                                           a  Delaware  corporation

By:  /s/  Philip  Koblis                   By:  /s/  Kenneth  J.  Bozzini
     --------------------------------           --------------------------------
Name:  Philip  Koblis                      Name:  Kenneth  J.  Bozzini
                                                --------------------------------
Title:  Assistant  Vice  President         Title:   CFO
                                                 -------------------------------


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