First Amendment to 894
Ross Drive lease dated June 20, 1996.


Exhibit 10.11

          This
First Amendment to Lease (the “Amendment”) is entered into on June 20,1996 (the
“Effective Date”) by and between ROSS DRIVE INVESTORS, a California general
partnership (“Landlord) and VERITY, INC., a Delaware corporation (“Tenant”).

RECITALS

          A.          Landlord
and Tenant have previously entered into a Lease dated January 22,1996, as
amended by the First Addendum to Lease of the same date (the “First Addendum”)
(collectively “Lease”), respecting premises commonly known as 894 Ross Drive,
Sunnyvale, California, and as more particularly described in the Lease (the
“Premises”).

          B.          There
currently exists some space in the Premises, which has not yet been delivered
to Tenant, consisting of (i) approximately 2,363 square feet of space, as shown
on the cross-hatched map attached hereto as Exhibit “A” (the “Remaining
Space”) and (ii) an additional 150 square feet of space, currently utilized by
another  tenant of Landlord, as shown on
the cross-hatched map attached here to as Exhibit “B” (the “Storage
Space”).

          C.          The
parties hereby enter into this Amendment in order to modify Tenant’s
obligations to pay rent and its share of costs with respect to the Remaining
Space and the Storage Space, as well as to specify Landlord’s obligations to
complete certain tenant improvement work. Unless otherwise defined, all terms
used herein shall have the same meanings as given them in the Lease.

AGREEMENT

          1.          Delivery
of Storage Space.  The Storage Space shall be deemed to be part of  Suite 205, as defined in paragraph 5 of the First Addendum. The Lease Term for the
Storage Space shall begin on the Expansion Space Commencement Date for Suite
205 and the Storage Space shall otherwise be subject to all of the provisions
of Paragraph 5 of the First Addendum

          2.          Base
Monthly Rent.  Notwithstanding Paragraph 5 of the First Addendum or any
other provision in the Lease lo the contrary. Tenant’s obligations to pay Base
Monthly Rent, Tenant’s share of Common Operating Expenses or any other monetary
obligations under Lease, shall not commence with respect to the Remaining Space
and the Storage Space until Landlord delivers possession of the Remaining Space
and the Storage Space, respectively, to Tenant.










          3.          Change
In Other Terms.  The Lease
contemplated that the Storage Space would be a part of the Premises from the
Commencement Date of the Lease. Accordingly, based oh the postponement of the
time when Tenant will receive possession of the Storage Space, the following
changes to the Lease shall be effective until the Expansion Space Commencement
Date for the Storage Space:

	
   
	
            A.          Base
  Monthly Rent shall be as follows: 
  Months 1 -24 $31,999.80 per month; Months 25-60 $34,694.52; Months
  61-84 $38,736.60; and Months 85-105 $41,768.16

	
   
	
   

	
   
	
            B.          Tenant’s
  Share shall be 76.69%.




          4.          Delivery
of Remaining Space.  Landlord shall deliver possession of the Remaining
Space on or before 5:00 p.m. on June 27,1996 (the “Delivery Date”), as delivery
of possession is contemplated by Paragraph 2.2(i) of the Lease. In addition to
Tenant’s other remedies, if such delivery of possession is not made at such
time, and for each day thereafter that Landlord delays delivery of the
Remaining Space to Tenant, Landlord shall pay to Tenant One Thousand Dollars
($1,000), up to a maximum of Ten Thousand Dollars ($10,000), until possession
of the Remaining Space is delivered to Tenant. Landlord acknowledges and agrees
that if Landlord fails to deliver possession of the Remaining Space to Tenant
on or before the Delivery Date, Tenant will sustain damages and loss as a
result of such failure (“Damages”). By placing their initials here, Landlord:
           and Tenant:            agree that the exact amount of the Damages will
be extremely difficult to ascertain. Accordingly, Landlord and Tenant agree
that Tenant shall be entitled to recover from Landlord, as liquidated damages
and not as a penalty, the amounts set forth in the Paragraph. Landlord and
Tenant hereby agree that the amounts set forth in this Paragraph are a
reasonable estimate of the Damages which Tenant will sustain by reason of
Landlord’s failure to deliver possession of the Remaining Space.

          3.          Tenant
Improvements.  At its sole cost and expense, Landlord shall complete the
tenant improvement work shown on Exhibit “C” hereto prior to delivery of
possession of the Remaining Space to Tenant.











          IN WITNESS WHEREOF, the
parties hereby enter into this Agreement as of the Effective Date.

	
  LANDLORD:
	
   
	
  TENANT:

	
   
	
   
	
   

	
  ROSS DRIVE INVESTORS
	
   
	
  VERITY, INC.,

	
  a California general partnership
	
   
	
  a Delaware corporation

	
   
	
   
	
   

	
   
	
   
	
   

	
  By:
	
  
	
   
	
  By:
	
  

	
   
	
  



  	
   
	
   
	
  



  	
   

	
   
	
  Michael J. Biggar
	
   
	
   
	
  Timothy J. Moore

	
   
	
  Manager
	
   
	
   
	
  Vice President

	
   
	
   
	
   
	
  Strategic Investments
and General Counsel