Exhibit
10.15


First
Amendment to 892 Ross Drive lease dated March 15, 2004.


               THIS
FIRST AMENDMENT TO 892 ROSS DRIVE LEASE (this “Amendment”)is dated effective as
of March 15, 2004 (the “Effective Date”), and is made by and between ROSS DRIVE
INVESTORS, a California general partnership (“Landlord”), and VERITY, INC., a
Delaware corporation (“Verity” or “Tenant”). 
This Amendment is made part of and modifies the Lease dated January 22,
1996, together with the Summary of Basic Lease Terms, the First Addendum to
Lease, the Second Addendum to Lease, and the Acceptance Agreement applicable to
the premises located at 892 Ross Drive, Sunnyvale, California (the “892 Ross
Drive Lease”)  It relates to that
certain other Lease between Landlord and Tenant dated January 22, 1996,
together with the Summary of Basic Lease Terms, the First Addendum to Lease,
the Second Addendum to Lease, the Acceptance Agreement, the First Amendment to
Lease dated June 20, 1996, the Second Amendment to Lease dated November 5, 1996
and the Third Amendment to Lease dated January 17, 1997, applicable to the
premises located at 894 Ross Drive, Sunnnyvale, California (the “894 Ross Drive
Lease”).  The 892 Ross Drive Lease and
the 894 Ross Drive Lease shall be collectively referred to herein as the “Leases”
and individually as a “Lease”.  This
Amendment is made with reference to the following facts:


               A.          The
Premises currently leased by Tenant pursuant to the 892 Ross Drive Lease
consist of 51,217 rentable square feet commonly known as 892 Ross Drive, City
of Sunnyvale and the Premises leased pursuant to the 894 Ross Drive Lease
consist of 43,925 rentable square feet commonly known as 894 Ross Drive, City
of Sunnyvale, California.

               B.          The
Lease Term for each of said Premises currently expires on February 28, 2005.

               C.          Tenant
and Landlord wish to amend the 892 Ross Drive Lease on the terms and conditions
set forth in this Amendment.  All
capitalized terms used in this Amendment shall have the meaning ascribed to
them in the Lease unless expressly defined herein.


               NOW,
THEREFORE, Landlord and Tenant hereby agree that the Lease
terms are amended as follows:

                             1.          Lease
Term:  The Lease Term for the 892
Ross Drive Lease is extended to and including March 31, 2011, and the said
Lease is amended to provide that the Lease Term shall end March 31, 2011.

                             2.          Base
Monthly Rent:  Commencing March 15,
2004, the total Base Monthly Rent shall be as provided in the following table,
and the Lease is so amended:

	
   
	
  March 15, 2004 through and including March 31, 2005:
	
   
	
  $
	
  33,291.05 per month

	
   
	
  April 1, 2005 through and including March 31, 2006:
	
   
	
  $
	
  38,412.75 per month

	
   
	
  April 1, 2006 through and including March 31, 2007:
	
   
	
  $
	
  43,534.45 per month

	
   
	
  April 1, 2007 through and including March 31, 2008:
	
   
	
  $
	
  43,534.45 per month

	
   
	
  April 1, 2008 through and including March 31, 2009:
	
   
	
  $
	
  51,217.00 per month

	
   
	
  April 1, 2009 through and including March 31, 2010:
	
   
	
  $
	
  51,217.00 per month

	
   
	
  April 1, 2010 through and including March 31, 2011:
	
   
	
  $
	
  56,338.70 per month




                             3.          Option
to Extend Lease Term:  Landlord
hereby grants to Tenant one option to extend the Lease Term of the 892 Ross Drive
Lease for a five (5) year term commencing when the prior term expires, under
the following terms and conditions:

                                          A.          Exercise
Dates:  Tenant must give Landlord
notice in writing of its exercise of the option in question no earlier than
three hundred sixty (360) days before the date the Lease Term would end but for
said exercise (the “Earliest Exercise Date”) and no later than one hundred
eighty (180) days before the date the Lease Term would end but for said
exercise (the “Last Exercise Date”). 
Valid exercise by Tenant shall be conditioned on Tenant validly
exercising its option as to the 894 Ross Drive Avenue Premises as well as the
892 Ross Drive Premises, and Tenant is not entitled to exercise an option for
one of the Leases and not the other.


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                                          B.          Conditions
to Exercise of Option:  Tenant’s
right to extend is conditioned upon and subject to each of the following:

                                                        (1)          In
order to exercise its option to extend, Tenant must give written notice of such
election to Landlord and Landlord must receive same by the Last Exercise Date,
but not prior to the Earliest Exercise Date. 
If proper notification of the exercise of an option is not given and/or
received, such option shall automatically expire.  Failure to exercise an option terminates that option and all
subsequent options.  Tenant acknowledges
that because of the importance of Landlord of knowing no later than the Last
Exercise Date whether or not Tenant will exercise the option, the failure of
Tenant to notify Landlord by the Last Exercise Date will conclusively be
presumed an election by Tenant not to exercise the option.

                                                        (2)          Tenant
shall have no right to exercise an option (i) if Tenant is in Default beyond
any cure period provided in the Lease (if applicable) either on the date of
exercise of the option or on the date on which the Lease would terminate absent
exercise of the option or (ii) in the event that Landlord has given to Tenant
three (3) or more notices of separate Defaults during the 12 month period
immediately preceding the exercise of the option, whether or not the Defaults
are cured.  The period of time within
which an option may be exercised shall not be extended or enlarged by reason of
Tenant’s inability to exercise an option because of the provisions of this
Paragraph.


                                          C.          Creation
of Extended Term:  Upon the timely
exercise of the option to extend and the commencement of the extended Term, all
references in the Lease to the Term shall be considered to mean the Term as
extended by the exercise of the option, which shall be referred to herein as
the “Extended Term”.

                                          D.          Options
Personal:  The option is personal to
the Tenant, and cannot be assigned to or exercised by anyone other than the
Tenant.  The option can only be
exercised at a time when the Tenant is in possession of not less than fifty
percent (50%) of the Premises and does not have any intent of thereafter
assigning or subletting. 
Notwithstanding the above, Tenant may assign the options together with
Tenant’s interest under this Lease to a transferee in a Permitted Transfer.

                                          E.          The
Base Monthly Rent for the Option Period shall be one hundred percent (100%) of
the then fair market monthly rent determined as of the commencement of the
option period in question based upon like buildings with like improvements in
the area.  The Option Period shall
contain no free rent and the Premises shall be taken “as-is”. If the parties
are unable to agree upon the fair market monthly rent for the Premises for the
option period in question at least seventy-five (75) days prior to the
commencement of the option period in question, then the fair market monthly
rent shall be determined by appraisal conducted pursuant to subparagraph F.


                                          F.          In
the event it becomes necessary to determine by appraisal the fair market rent
of the Premises for the purpose of establishing the Base Monthly Rent during
the Option Period, then such fair market monthly rent shall be determined by
three (3) real estate appraisers, all of whom shall be members of the American
Institute of Real Estate Appraisers with not less than five (5) years
experience appraising real property (other than residential or agricultural
property) located in Santa Clara County, California, in accordance with the
following procedures:

                                                        (1)          The
party demanding an appraisal (the “Notifying Party”) shall notify the other
party (the “Non-Notifying Party”) thereof by delivering a written demand for
appraisal, which demand, to be effective, must give the name, address, and
qualifications of an appraiser selected by the Notifying Party.  Within ten (10) days of receipt of said
demand, the Non-Notifying Party shall select its appraiser and notify the
Notifying Party, in writing, of the name, 
address, and qualifications of an appraiser selected by it.  Failure by the Non-Notifying Party to select
a qualified appraiser within said ten (10) day period shall be deemed a waiver
of its right to select a second appraiser on its own behalf and the Notifying
Party shall select a second appraiser on behalf of the Non-Notifying Party
within five (5) days after the expiration of said ten (10) day period.  Within ten (10) days from the date the
second appraiser shall have been appointed, the two (2) appraisers so selected
shall appoint a third appraiser.  If the
two appraisers fail to select a third qualified appraiser, the third appraiser
shall be selected by the American Arbitration Association or if it shall refuse
to perform this function, then at the request of either Landlord or Tenant,
such third appraiser shall be promptly appointed by the then Presiding Judge of
the Superior Court of the State of California for the County of  Santa Clara.

                                                        (2)          The
three (3) appraisers so selected shall meet in San Jose, California, not later
than twenty (20) days following the selection of the third appraiser.  At said meeting the appraisers so selected
shall attempt to determine the fair market monthly rent of the  Premises for the option period in question (including
the timing and amount of periodic increases, if such increases are then
prevailing in the market).


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                                                        (3)          If
the appraisers so selected are unable to complete their determinations in one
meeting, they may continue to consult at such times as they deem necessary for
a fifteen (15) day period from the date of the first meeting, in an attempt to
have at least two (2) of them agree. 
If, at the initial meeting or at any time during said fifteen (15) day
period, two (2) or more of the appraisers so selected agree on the fair market
rent of the Leased Premises, such agreement shall be determinative and binding
on the parties hereto, and the agreeing appraisers shall, in simple letter form
executed by the agreeing appraisers, forthwith notify both Landlord and Tenant
of the amount set by such agreement.

                                                        (4)          If
two (2) or more appraisers do not so agree within said fifteen (15) day period,
then each appraiser shall, within five (5) days after the expiration of said
fifteen (15) day period, submit his independent appraisal in simple letter form
to Landlord and Tenant stating his determination of the fair market rent of the
Premises for the option period in question. 
The parties shall then determine the fair market rent for the Premises
by determining the average of the fair market rent set by each of the
appraisers.  However, if the lowest
appraisal is less than eighty-five percent (85%) of the middle appraisal then such
lowest appraisal shall be disregarded and/or if the highest appraisal is
greater than one hundred fifteen percent (115%) of the middle appraisal then
such highest appraisal shall be disregarded. 
If the fair market rent set by any appraisal is so disregarded, then the
average shall be determined by computing the average set by the other
appraisals that have not been disregarded.

                                                        (5)          Nothing
contained herein shall prevent Landlord and Tenant from jointly selecting a
single appraiser to determine the fair market rent of the Premises, in which
event the determination of such appraisal shall be conclusively deemed the fair
market rent of the Premises.


                                                        (6)          Each
party shall bear the fees and expenses of the appraiser selected by or for it,
and the fees and expenses of the third appraiser (or the joint appraiser if one
joint appraiser is used) shall be borne fifty percent (50%) by Landlord and
fifty percent (50%) by Tenant.

                                          G.          The
option granted in this paragraph is the sole option possessed by Tenant
following the execution hereof, and all other options set forth in the leases
shall be of no force or effect.

                             4.          Tenant
Improvement Allowance:  Landlord
will provide a Tenant Improvement Allowance of Five Hundred Thousand 00/100ths
Dollars ($500,000.00) toward improvements in 892 and 894 Ross Drive.  Tenant may allocate this Tenant Improvement
Allowance at Tenant’s discretion between the two Premises and the two
Leases.  However, the total amount to be
provided by Landlord for both Leases and both Premises shall be $500,000.00 and
no more.  The Allowance will be provided
as a reimbursement of money actually expended by Tenant toward new Tenant
Improvements (which must be approved by Landlord under the provisions of the
Lease relating to construction) prior to December 31, 2005.  Subject to the provisions below,
reimbursement by Landlord will be made within sixty (60) days of presentation
of reasonably adequate documentation evidencing the expenses incurred and
confirming that (1) all Tenant Improvements for which reimbursement is sought
have been completed; (2) all contractors, materialmen, suppliers, and others
entitled to a lien have provided evidence satisfactory to Landlord releasing or
waiving any such liens (or a proper Notice of Completion has been filed and the
statutory period for filing of liens following recordation of a Notice of Completion
has expired in the reasonable opinion of counsel for Landlord); and (3) said
funds have actually been expended by December 31, 2005 for the Tenant
Improvements approved by Landlord. Upon application for funds in conformity
with the above period, Landlord may audit Tenant’s records upon request made
within thirty (30) days after the request is made in regard to each such
request for reimbursement. 
Notwithstanding the above provisions, Landlord shall not be obligated to
pay any reimbursement to Tenant in accordance with the above prior to March 31,
2005.  Tenant may apply for
reimbursement of such matters at any time to and including  March 31, 2006.  Landlord will have no duty to reimburse based on any application
which is received by Landlord after such date. Tenant may not apply for
reimbursement under this Paragraph 4 more often than three (3) times in any
calendar year.  In the event of any
non-payment of reimbursement which was due to Tenant, after said reimbursement
was due under the above provision, the Tenant shall be entitled to set the
amount which it should have been reimbursed off against Rent due to Landlord
under either Lease.

                             5          Signage:  Verity will have exclusive monument signage
for the monument currently in front of the building at 890-892 Ross Drive plus
any building signage that governing authorities will approve for the Project
subject to maintaining reasonably adequate signage for other tenants.  Additionally, Landlord will assist Verity in
the design and approval process for obtaining a “pylon” sign for visibility to
Highway 101 (provided, however, that Landlord cannot guarantee action by the
authorities having jurisdiction over such a sign).  Tenant may use the Tenant Improvement Allowance to pay the costs
of permitted signage.  Tenant may
display banners outside the Building for up to two (2) weeks with the prior
consent of Landlord, which shall not be unreasonably withheld.


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                             6.          Right
of First Negotiation:

                                          A.          Grant
and Right of First Negotiation: 
Landlord hereby grants to Tenant a Right of First Negotiation regarding
the leasing of the “First Negotiation Space”, which consists of the portion of
the Building (Project) which is identified and described on Exhibit “A” as the
First Negotiation Space, being approximately 44,340 square feet of rentable
space commonly known as 890 Ross Drive, Sunnyvale on the terms contained in
this Paragraph.

                                          B.          Negotiation
Notice:  If Landlord proposes to lease
all or part of the First Negotiation Space at any time after the Effective Date
of this Lease and before the expiration or earlier termination of this Right of
First Negotiation, Landlord shall notify Tenant in writing (the “Negotiation
Notice”) of the following basic business terms upon which Landlord would be
willing to lease the First Negotiation Space; (i) the portion of the First
Negotiation Space which Landlord propose to lease (the “Offered Space”), (ii)
the term of the proposed lease; (iii) the tenant improvements Landlord is
willing to construct or that it will require be constructed and the
contribution Landlord is willing to make to pay for such tenant improvements;
(iv) the rent for the terms of the lease or formula to be used to determine
such rent, and (v) any other material business terms Landlord elects to
specify.

                                          C.          Negotiation
Period:  Tenant shall have ten (10) days
(the “Negotiation Period”) from the Negotiation Notice within which to conduct
negotiations with Landlord regarding Tenant’s leasing of the Offered Space,
whether on the terms set forth in Landlord’s notice or otherwise. 


                                          D.          Duties
During Negotiation Period:  During the
Negotiation Period, Landlord and Tenant will negotiate in good faith in an
attempt to agree on a lease of the Offered Space.  Neither Landlord nor Tenant shall be bound to agree to or accept
any terms and conditions for such lease except those which each party, in its
sole discretion, wishes to agree to.  “Good
Faith” in such negotiations does not require either party to make concessions
to the other party’s position, but only requires that each party give the other
party a reasonable opportunity, within the Negotiation Period, to present and
discuss the party’s proposals.  Landlord
is not bound to agree to any or all of the terms set forth in the Negotiation
Notice if it determines during negotiations that one or more of said terms is
not in landlord’s best interest.

                                          E.          Landlord’s
Right To Lease Absent Agreement:  If
Landlord and Tenant do not reach agreement in writing for Tenant to lease the
Offered Space within the Negotiation Period, Landlord thereafter shall have the
right to offer the Offered Space to any third party, on such terms and
conditions as Landlord may elect, and Landlord shall not thereafter, have any
duty to further offer the Offered Space to Tenant.

                                          F.          Termination:  The right granted to Tenant in this
Paragraph is personal to Tenant, and may not be assigned by Tenant to any third
party, either alone or in conjunction with an assignment of this Lease or a
sublease of all or any part of the Premises. 
The rights granted to Tenant under this paragraph shall terminate upon
the earliest of the following to occur: 
(i) the expiration or earlier termination of the Lease; (ii) any
assignment by Tenant of its interest in this Lease; (iii) any subletting by
Tenant of substantially all of the Premises for substantially all of the
remainder of the Lease Term, (iv) the termination of this right by default as
set forth in Subparagraph G below, or (v) as to any Offered Space, when the
Negotiation Period ends without Tenant and Landlord reaching a written
agreement for Tenant to lease the Offered Space.


                                          G.          Termination
By Default:  The rights of Tenant under
this Paragraph shall not be effective at any time when Tenant is in default
under this Lease beyond any applicable cure period provided in this Lease.  If Tenant, with the agreement of Landlord,
shall nevertheless cure such default, then the rights provided hereunder shall
be reinstated, but any transaction to lease any or all of the First Negotiation
Space entered into by Landlord during such period of default shall be valid and
Tenant shall have no further Right of First Negotiation as to any such space
leased by Landlord while Tenant is in default under this Subparagraph.

                                          H.          No
Right To Negotiation For Renewal Or Extension Space:  The right granted to Tenant by this Paragraph shall not arise on
account of or in connection with the renewal or extension of the term of any
then existing lease affecting all or any portion of the First Negotiation.

                                          I.           Concordance
with Other Lease:   A single right of first negotiation is
granted to Tenant pursuant to both Leases. 
The existence of this language in both Leases does not create more than
one such right in Tenant, and such right may not, under any circumstances, be
exercised by any other party but Tenant.


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                             7.          Assignment
and Subleasing:  Verity shall have
the right to sublease all or part of the Premises subject to Landlord’s
reasonable approval.  Verity may
sublease to any entity wholly owned by or merged with Verity without Landlord’s
consent, but with advance written notice to Landlord (documenting the facts of
the ownership.  Landlord will attend
promptly to and expedite consent to any Subleases, and shall use reasonable
efforts to respond to a request for consent to a sublease within five (5)
business days of the later of receipt of such request or the receipt of all
information reasonably required or requested by Landlord in connection
therewith.  Sublease or assignment
profits (other than for subleases to any Tenant wholly owned or merged with
Verity) shall be shared Fifty Percent (50%) to Landlord and Fifty Percent (50%)
to Verity, net of reasonable costs for brokers, reasonable attorneys’ fees, and
reasonable subtenant improvements and triple net expenses paid by Verity
attributable to the subleased space which are not paid or reimbursed by the
subtenant.  Notwithstanding the above,
Verity shall be entitled to defer payment of any sublease or assignment profits
to Landlord until March 31, 2005, on which date Verity shall pay all  of Landlord’s share of sublease or
assignment profits received to that date. 
The provisions of this Paragraph 7 are intended to supplement, and not
limit or modify, the provisions regarding a Permitted Transfer in the Lease.

                             8.          Non-Disturbance:  Landlord will work to obtain a commercially
reasonable non-disturbance agreement acceptable to Verity from Landlord’s
current and future lenders, at no cost to Landlord.  However, Landlord’s inability to obtain such a non-disturbance
agreement is not a breach of this Lease nor a failure of condition.


                             9.          Alterations
Limit:  Tenant shall have the right
to complete any interior alteration for the project subject to Landlord’s
consent, which shall not be unreasonably withheld, conditioned or delayed.  Tenant shall have no restoration
requirements for the current existing tenant improvements.  Landlord’s consent to new improvements shall
contain Landlord’s restoration requirements at the time consent is granted.

                             10.         Retained
Real Estate Brokers: Tenant is represented by Colliers International and no
other brokers or finders in the execution of this Amendment.

                             11.         HVAC
and Roof Repairs; Capital Improvements: 


                                           A.          The
roof of 892 Ross Drive was resurfaced in 1999 and the roof of 894 Ross Drive
was resurfaced in 2002.  These roofs are
inspected and any needed maintenance performed annually in addition to twice
per year cleaning.  This work is part of
Common Area Expenses.

                                           B.          Verity
has been maintaining the HVAC system for the Premises with Verity’s
contractor.  Should any of the HVAC
equipment for the Premises need replacing, Verity may allocate some of the
Tenant Improvement Allowance (Item #5) to these costs.


                                           C.          Any
single item of maintenance, repair or replacement performed by either party
under the Lease with a cost of Twenty Thousand Dollars ($20,000) or more
relating to the roof, the pump and associated fire suppression equipment,
including interior fire sprinklers which were installed by Landlord (and
specifically excluding any fire suppression systems or components of the master
fire suppression system which have been installed or are installed by Tenant or
were installed in improvements constructed by Tenant), or the HVAC system shall
be a “Capital Improvement” under this Paragraph 11. C, which in the case of
items performed by Landlord shall be amortized and treated as set forth in
Section 5.4 of the Lease. If the Tenant is obligated under the Lease to perform
any such Capital Improvement, Tenant shall pay at the time of performing such
Capital Improvement only the first annual installment of the amortized cost of
such item, determined as set forth above, and Landlord shall pay the balance of
the cost of such Capital Improvement, subject to Tenant’s subsequent annual
reimbursement to Landlord of the amortized cost of such item which comes due
during the Term and any Extended Term of the Lease. For example, if a Capital
Improvement has a cost of $50,000 and a useful life of ten (10) years, Tenant’s
obligation for principal would be $5,000 annually (plus amortization costs per
Paragraph 5.4), subject to termination at the expiration of the Term or any
Extended Term of the Lease.

                             12.          Miscellaneous
Provisions:  


                                           A.          Verity
shall have the right to select and use a reputable licensed contractor on a
competitive bid process to construct improvements and alterations to the
Premises subject to Landlord’s reasonable approval process.  Landlord’s associated licensed contractor
shall be invited to submit a bid on improvements and alterations.

                                           B.          Verity
shall designate a reputable licensed HVAC contractor to conduct maintenance on
the Premises during the Lease Term. 
Landlord’s associated licensed contractor shall be invited to submit a
bid on any equipment replacements.

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                             13.          Condition
of Premises:  Tenant is fully
familiar with the Premises by way of its occupancy and accepts the Premises for
the extended term created hereby in their as-is condition, with all latent and
patent faults, without warranty or obligation on the part of Landlord to
provide or pay for any interior improvements or tenant improvement allowances,
except as expressly set forth herein. 
Upon timely exercise of the option to extend, Tenant shall take the
Premises for the Extended Term on the same basis.  

                             14.          Continuing
Obligation:  Except as expressly
modified by the terms of 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.


                             15.          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.

                             16.          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 Tenant corporation.

                             17.          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
as expressly set forth herein, including any representations or warranties
relating to the condition of the Premises or the improvements thereto or the
suitability of the Premises or the Project for Tenant’s business.

               IN
WITNESS WHEREOF, Landlord and Tenant have executed this
Amendment as of the Effective Date.



	
  LANDLORD:

  	
   
	
  TENANT:

	
   

  	
   
	
   

	
  ROSS DRIVE INVESTORS
a California general partnership

  	
   
	
  VERITY, INC.
a Delaware corporation






	
  By:  /s/
  David J. Brown

  	
   
	
  By: /s/ Steven R. Springsteel

	
   
	
  



  	
   
	
   
	
  



  	
   

	
   
	
  David J. Brown
	
   
	
  Steven R. Springsteel

	
   
	
  Manager
	
   
	
  Senior Vice President of Finance and 

	
   
	
   
	
  Administration and Chief Financial Officer

	
   
	
   
	
   

	
  Date:     March 15, 2004
	
   
	
  Date:     March 15, 2004

							



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