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           EXHIBIT 10.20--SUB-LEASE AGREEMENT DATED JANUARY 15, 2000
      AMONG SAN JOSE STATE UNIVERSITY FOUNDATION AND SIDEWARE SYSTEMS INC.
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INTERNATIONAL BUSINESS INCUBATOR                                        SUBLEASE

    This Sublease is made and entered into as of this January 15, 2000 between
the San Jose State University Foundation, the non-profit corporation operating
the International Business Incubator, as Sublessor and Sideware Systems Inc., as
SubLessee. The San Jose State University Foundation hereinafter referred to as
SJSUF, will operate this site under the project name "International Business
Incubator" (IBI) pursuant to an operating agreement with the Redevelopment
Agency of the City of San Jose (SJRDA), executed October 24, 1996.

                                    RECITALS

    A. W9/PHC Real Estate Limited Partnership as Landlord, and the Redevelopment
Agency of the City of San Jose, as tenant, and the San Jose State University
Foundation (SJSUF), as Subtenant, entered into a Lease Agreement dated
December 1, 1996, for the lease of certain premises more particularly described
in the Lease, consisting of approximately 14,478 square feet of space in the
building located at 111 N. Market Street, City of San Jose, County of Santa
Clara, State of California (the "Building").

    B.  Subject to the Master Lease, SJSUF desires to sublease a portion of the
premises it operates under the Master Lease, for the term described below, and
Sublessee desires to sublease such Premises from SJSUF on the terms and
conditions stated below. For purposes hereof, the portion of the Building not
being subleased to Sublessee hereunder is hereinafter referred to as the
"Remaining Space."

    NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:

    1.  AGREEMENT: PROVISIONS CONSTITUTING SUBLEASE; SUBORDINATION; DEFAULTS

        1.1  AGREEMENT.  This Sublease is subject to and subordinate to the
    terms and conditions of the Master Lease, to the extent that said terms are
    applicable to the Premises subleased. SJSUF reserves the right to grant to
    this Sublessee and all other Sublessees of the Remaining Space and to
    agents, employees, servants, invitees, contractors, guests, customers and
    representatives of Sublessees or to any other user authorized by SJSUF, the
    non-exclusive right to use the Common Area for pedestrian ingress and
    egress. SubLessee shall have access to the Building by means of security
    access jointly established by the Landlord, SJSUF. SubLessee shall comply
    with such reasonable directives or rules or regulations as Landlord and
    SJSUF may establish for SubLessee's access to the Premises through the
    Remaining Space.

        1.2.  SUBORDINATION; DEFAULT UNDER MASTER LEASE AND
    SUBLEASE.  Notwithstanding anything in the Sublease to the contrary,
    SubLessee agrees that neither the Redevelopment Authority of the City of San
    Jose (SJRDA) nor SJSUF shall have any liability of any nature whatsoever to
    SubLessee as a consequence of Landlord's or SJSUF's failure or delay in
    performing its obligations under the Master Lease or Sublease. SubLessee's
    obligations hereunder shall not be impaired nor shall the performance
    thereof be excused because of any failure or delay by SJSUF in performing
    its obligations under the Master Lease and Sublease unless (i) such failure
    or delay results from Landlord's default under the Master Lease or Sublease
    and said default is not due to a default of SubLessee under this Sublease,
    or (2) such failure or delay results from Landlord's or SJSUF's willful
    misconduct. Under no circumstances shall SubLessee have the right to require
    performance by SJRDA or SJSUF of Landlord's obligations under the Lease.

    2.  SUBLEASE TERM.  The term of this Sublease shall commence on January 15,
2000 (the "Commencement Date") and shall run month-to-month. SJSUF shall not be
liable for any damage or loss incurred by SubLessee for SJSUF's failure for
whatever cause to deliver possession of the Premises by any particular date.

    3.  RENT.

        3.1  MONTHLY INSTALLMENT OF BASE RENT.  Lessee shall pay
    $1,435.00 monthly, as full service rent for the sublease of the Premises as
    described in Exhibit "A". The location of the office is
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    111 N. Market St., Suite 646, San Jose, CA 95113. Full service rent shall
    include cost of furniture supplied by SJSUF as well as HVAC, electricity,
    gas, water, sewage, security system, janitorial, pest control, real estate
    taxes and maintenance of building and grounds as supplied by SJSUF. Rent
    shall be payable on the 1st day of each month without deduction, offset,
    prior notice or demand to the International Business Incubator staff, as
    agents for SJSUF at 111 N. Market St., San Jose, California. Checks shall be
    made payable to SJSUF. Any monthly installments of rent not paid within
    ten (10) days of the due date shall be subject to a late charge of
    ten percent (10%).

        3.2  SECURITY DEPOSIT.  SubLessee shall pay equivalent of two months'
    rent $2,870.00, as a non-interest bearing security deposit. In the event
    SubLessee has performed all of the terms and conditions of this Sublease
    throughout the term, upon vacating the premises, the amount paid as a
    security deposit shall be returned to SubLessee after first deducting any
    sums owing SJSUF and fees for repainting offices.

        3.3  RECEIPT.  Receipt from SubLessee of $2,870.00, as non-interest
    bearing security for performance under this Sublease

    4.  USE.  SubLessee shall use the Premises exclusively for general office
use or prototype development only and for no other purpose without the prior
written consent of SJSUF. SubLessee shall not engage in any noisy, illegal or
dangerous trade on the premises. SubLessee shall not make any alterations,
improvements or additions to the Premises without prior written approval from
SJSUF.

    5.  NOTICES.  Any notice required or desired to be given under this Sublease
shall be in writing and all notices shall be given by personal delivery or
mailing (mailed notices to SJSUF shall be made to 111 N. Market St., San Jose,
CA). Either SJSUF or SubLessee may terminate this lease by giving
thirty (30) days written notice.

    6.  DAMAGE AND DESTRUCTION.  Neither SJSUF, nor Landlord shall have any
obligation to rebuild, restore or repair all or any portion of the Premises,
building in which the Premises are situated, or common areas in the event of any
damage or destruction thereto. Neither SJSUF nor Landlord shall have any
obligation for loss or damage of personal property of Lessee.

    7.  ASSIGNMENT AND SUBLETTING. SubLessee shall not assign SubLessee's
interest in the Sublease or in the Premises or further sublease all or any part
of the Premises during the Sublease Term without the written consent of SJSUF.

    8.  INDEMNIFICATION.  SubLessee shall indemnify, hold harmless, and defend
SJSUF, and its agents and partners from and against all claims for damage, loss,
liability or expense, including without limitation, attorney's fees and legal
costs suffered directly or by reason or claim, suit or judgment brought by or in
favor of any person(s) for damage loss or expense due to, but not limited to
bodily injury, death or property damage arising out of, or occasioned by, or in
any way attributable to the use or occupancy of the Premises or any part thereof
or adjacent by the Sublessee, the acts and omissions of the Sublessee, its
agents, employees, assigns, invitees, or any contractors brought onto the
Premises by the Sublessee, except to the extent that such damage, or loss is
caused by the active or passive negligence or willful misconduct of SJSUF or
their agents. Sublessee agrees that the obligations assumed herein shall survive
this Sublease.

    In the event of a misunderstanding or a dispute on any section of this
agreement such dispute will be sent first to mediation (voluntary and mutual
settlement negotiation). And failing resolution will go to binding arbitration
under modified UNCITRAL rules.

    9.  ENTIRE AGREEMENT.  This Sublease, together with all exhibits attached
hereto, is the entire agreement between the parties, and there are no binding
agreements or representations between the parties except as expressed herein.
All exhibits referred to or attached to this Sublease shall be deemed to be
incorporated herein by the individual reference to each such exhibit, and all
such exhibits shall be deemed a part of this Sublease as though set forth in
full in the body of the Sublease.

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    IN WITNESS WHEREOF, the parties have executed this Sublease effective as of
the date herein above set forth.

                                          SUBLESSEE
                                          Name: ________________________________

                                          Signature: __________"signed"_________

                                          Company: _____________________________

                                          Title: _______________________________

                                          Date: ________________________________

                                          SUBLESSOR

                                          Name: ___________Mary Worth___________

                                          Signature: __________"signed"_________

                                          Company: _San Jose State University
                                          Foundation_

                                          Title: ____Chief Operating Officer____

                                          Date: ________________________________

EXHIBIT to Sublease:

A. Floor Plan of Premises with Cross-hatched space to be Leased by the
SubLessee.

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