Second Amendment to 894
Ross Drive lease dated November 5, 1996

Exhibit 10.12


          This
Second Amendment to Lease (the “Amendment”) is dated as of November 5, 1996,
for reference purposes only, and is made between Ross Drive Investors, a
California general partnership (“Landlord”) and Verity, Inc., a Delaware
corporation (“Tenant”) with reference to the following facts and circumstances,
which are conclusively agreed between the parties:

	
   
	
            A.          Landlord
  and Tenant are parties to a Lease and First Addendum to Lease dated for
  reference purposes as of January 22, 1996, as modified by a First Amendment
  to Lease dated as of June 20,1996 (referred to collectively as the “Lease”).
  All capitalized words having as assigned meaning in the Lease shall continue
  to have such meaning in this Amendment unless explicitly modified.

	
   
	
   

	
   
	
            B.          Pursuant
  to the original Lease, Tenant leased from Landlord 33,834 rentable square
  feet of space constituting Landlord’s premises located at 894 Ross Drive, Sunnyvale, California (the “Premises”).

	
   
	
   

	
   
	
            C.          Pursuant
  to the First Addendum to Lease, Paragraph 5, Tenant is obligated to lease
  certain spaces referred to in the lease as the Expansion Space when they
  become available, and to execute an amendment to this Lease including such
  spaces. The two spaces making up the Expansion Space are Suites 203 and 205.
  Suite 203 will become available upon the voluntary termination of the
  existing tenant’s lease on October 31, 1996. Suite 203 contains 5,070
  rentable square feet of space.

	
   
	
   

	
   
	
            D.          Pursuant
  to the First Amendment to Lease, it was acknowledged that 150 rentable square
  feet of space, identified therein as the “Storage Space”, was to have been
  delivered to Tenant with the rest of the Premises under the Original Lease,
  but that this did not occur and the delivery of such Storage Space would be
  delayed until delivery of Suite 205. Accordingly, the parties acknowledged
  certain related changes in the rent structure, and diminution of the size of
  the  original Premises from 33,834 rentable
  square feet to 33,684 rentable square feet.















	
   
	
            E.          Landlord
  and Tenant wish to amend the Lease to provide for Tenant’s additional lease
  of Suite 203 as set forth below.




          Now,
therefore, in consideration of all of the foregoing facts and circumstances,
and for good and valuable consideration, the receipt of which is acknowledged
by each party, Landlord and Tenant agree to and do amend the Lease as follows:

1.       Demise
Of Premises; Term


          Landlord
hereby leases to Tenant, and Tenant hereby leases from Landlord, that certain
5,070 rentable square feet of space located at 894 Ross Drive, Suite 203,
Sunnyvale, California (referred to herein as “Suite 203), for a term which
shall run from the Expansion Space Commencement Date to the expiration or
earlier termination of the Lease. The Expansion Space Commencement Date for
Suite 203 shall be November 5, 1996. Upon the Expansion Space Commencement Date
for Suite 203, the total Premises leased to Tenant will be 38,754 rentable
square feet, and all references to the “Premises” shall mean and include both
the originally identified Premises, less the Storage Space, and the Suite 203
area added hereby.


2.       Base
Monthly Rent

          Beginning
on the Expansion Space Commencement Date for Suite 203, the Base Monthly Rent
for Suite 203 shall be $0.95 per rentable square feet for a monthly total of
$4,816.50 per month, which shall be in addition to all other Base Monthly Rent
provided under the Lease, and which shall make the total Base Monthly Rent from
and after the Expansion Space Commencement Date for Suite 203 a total of
$36,816.30 per month.

          Whenever,
pursuant to Paragraph 3A of the First Amendment to Lease, the rent for the
Premises shall increase, the rent applicable to Suite 203 shall also increase
at the same rate. (For purposes of example, and not by way of limitation,
beginning in Month 25 of the Lease, the rent for Suite 203 shall increase to
$1.03 per rentable square foot, and thus shall increase the sums set forth in
Paragraph 3A of the First Amendment to Lease by said sum; beginning in Months
61 and 85, further rent increases shall occur on the same basis.)










3.       Tenant’s Share

          Beginning
on the Expansion Space Commencement Date for Suite 203, the Tenant’s Share, as
set forth in Paragraph G of the Summary of Basic Lease Terms, shall be 88.23%.


4.       Parking

          Beginning
on the Expansion Space Commencement Date for Suite 203, the Tenant’s Allocated
Parking Stalls, as set forth in Paragraph H of the Summary of Basic Lease
Terms, shall be increased to a total of 152 Tenant’s Allocated Parking Stalls.

5.       Continuing Obligation; Incorporation

          Except
as expressly set forth in this Amendment, all terms and conditions of the Lease
remain in full force and effect, and all terms and conditions of the Lease are
incorporated herein as though set forth at length (including, but not limited
to the provisions of Paragraph 5 of the First Addendum to Lease, which remain
in full force and effect).

6.       Effect of Amendment

          This
Amendment modifies the Lease. In the event of any conflict or discrepancy
between the Lease and/or any other previous documents between the parties and
the provisions of this Amendment, then the provisions of this Amendment shall
control. Except as modified herein, the Lease shall remain in full force and
effect.

7.       Authority

          Each
individual executing this Amendment on behalf of Tenant represents and warrants
that he or she is duly authorized to and does execute and deliver this
Amendment pursuant to express authority from Tenant pursuant to and in
accordance with the By-Laws and the other organic documents of the corporation.










8.       Brokerage
Commissions


          Neither
party has been represented by a real estate broker in regard to the transaction
represented by this Amendment, and no brokerage commissions or finder’s fees
are due in regard to the transaction. Tenant will hold Landlord harmless and
indemnify Landlord against any claim, loss, or damage, including reasonable
attorney’s fees, in regard to a brokerage commission or finder’s fee claim by a
broker or finder under contract with or working with Tenant. Landlord will hold
Tenant harmless and indemnify Tenant against any claim, loss, or damage, including
reasonable attorney’s fees, in regard to a brokerage commission or finder’s fee
claim by a broker or finder under contract with or working with Landlord.


9.        Entire Agreement

          The
Lease, as modified by this Amendment, constitutes and contains the entire
agreement between the parties, and there are no binding agreements or representations
between the parties except as expressed herein. Tenant acknowledges that
neither Landlord nor Landlord’s Agents have made any legally binding
representations or warranties as to any matter except for such matters which are
expressly set forth herein, including any representations or warranties
relating to the condition of the suite 203, the Premises or the improvements
thereto or the suitability of the Suite 203, the Premises, or the Project for
Tenant’s business.


	
   
	
  Dated:
  November 5, 1996

	
   
	
   

	
   
	
  LANDLORD

	
   
	
   

	
   
	
   

	
   
	
  Ross Drive Investors, a California general 

  partnership

	
   
	
   

	
   
	
  

  	
   

	
   
	
  

  	
   

	
   
	
  By:  Michael J. Biggar,
  Manager

	
   
	
   

	
   
	
  Dated:
  November 5, 1996

	
   
	
   

	
   
	
  TENANT

	
   
	
   

	
   
	
  Verity, Inc., a Delaware corporation

	
   
	
   

	
   
	
  
	
   

	
   
	
  

  	
   

	
   
	
  By
	
            Donald C. Mc Cauley

	
   
	
   
	
  



  	
   

	
   
	
   
	
            VP + CFO

	
   
	
   

	
   
	
  Dated:
  November 5, 1996