Exhibit 10.12   THIRD
AMENDMENT TO SUBLEASE AGREEMENT  This Third Amendment to
Sublease Agreement (the Amendment), which is dated for reference purposes
only as of May 1, 2002 (the Amendment Effective Date), is made with
reference to that certain Sublease Agreement with an Effective Date of December
1, 2000 in effect by and between InsWeb Corporation, a Delaware corporation
(Sublessor) and Leap Corporation, now known as Seven Networks, Inc., a
Delaware corporation (Sublessee), as amended by the First Amendment dated
December 1, 2000 and as further amended by the Second Amendment dated January
17, 2001, (collectively the Sublease), consisting of approximately thirty-two
thousand four hundred fifty (32,450) square feet of space (the Sublet Space)
on the first and fourth floors of the building located at 901 Marshall, Redwood
City, California (the Property), as more particularly described in the
Sublease.  All capitalized terms not
otherwise defined in this Amendment shall have the meanings given to them in
the Sublease.  This Amendment shall amend
and modify the terms and conditions of the Sublease, and, to the extent that
any of the terms and conditions of this Amendment conflict with the terms and
conditions set forth in the Sublease, the terms and conditions of this
Amendment shall control.  Except as
amended herein, the Sublease shall remain in full force and effect.
Concurrently herewith, Sublessor and Landlord are entering into a  written consent to this Amendment (the
Consent) which provides, among other things, for Landlords consent to the
transaction contemplated herein, the payment of any sublease profits resulting
from this transaction, and the Landlords confirmation of the status of the
Master Lease as represented herein and the Landlords agreement to recognize
Sublessee as a direct lessee under the terms of this Sublease in the event that
the Master Lease terminates for any reason other than as a result of
Sublessees actions or inactions which constitute a breach of its obligations under
this Sublease, and to seek the execution of a nondisturbance agreement from
Landlords lender on its standard form.  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties amend the
Sublease as follows: 1.     Sublet Space.   The Sublet Space shall be expanded and
shall include the entire building located on the Property, consisting of
approximately sixty-five thousand (65,000) rentable square feet of  office space and all Improvements to the
Sublet Space constructed and/or owned by Sublessor.  2.     Sublease Term Expiration Date.
The Sublease Term Expiration Date shall be September 29, 2008.  3.     Sublease Term.  The Term of the Sublease shall be 94 months
minus one day, from the Effective Date.  4.     Condition of Sublet Space.  All of the terms and conditions of Section 2
of the Sublease ( Condition of Sublet Space) shall apply to any additions to
the Sublet Space added by this Amendment.     1 
   5.     Base Rent. Throughout the term of
this Sublease, subject to Section 8 below, Sublessee shall pay to Sublessor as
Base Rent under this Sublease the same sums as Sublessor is obligated to pay to
Landlord as Base Rent under the Master Lease (as Base Rent is defined in
paragraph 3 of the Master Lease) which Base Rent payable by Sublessee to
Sublessor shall periodically increase in the same manner and at the same times
as does the Base Rent set forth in the Master Lease payable by Sublessor to
Landlord.  6.     Additional Rent.  In addition to the Base Rent, subject to
Section 8 below, Sublessee shall pay to Sublessor as additional rent from and
after the Amendment Effective Date throughout the term of this Sublease, an
amount equal to Fourteen Thousand Six Hundred Twenty Five and No/100 Dollars
($14,625.00)  (calculated at $0.22 1⁄2 per
rentable square foot of the Sublet Space) per month (Additional Rent).  7.     Net Rental.  Sublessee shall be responsible for one
hundred (100%) percent of all costs and expenses of every kind and nature which
may be imposed, at any time, on Sublessor pursuant to the Master Lease (except
for Sublessors Base Rent, as defined in the Master Lease and charges arising
out of any willful or negligent act or breach of the Master Lease or the
Consent by Sublessor) including, but not limited to, Operating Costs,
Landlords Expenses, Maintenance and Repairs, Utilities, Insurance and Taxes
and Assessments, all as defined in the Master Lease (collectively, Operating
Expenses).  8.     Payment to Landlord.  The Base Rent and the Additional Rent, as
well as the Operating Expenses that would otherwise be, payable by Sublessee to
Sublessor under this Sublease shall be paid by Sublessee directly to Landlord
as set forth in the Consent, the payment of which shall fully satisfy
Sublessees obligations to pay Base Rent, Additional Rent and Operating
Expenses under this Sublease.  All such
Base Rent, Additional Rent and Operating Expenses shall be paid to Landlord
without deduction by either Sublessee or Sublessor for Permitted Transfer Costs
relating to this Sublease (as that phrase is defined in paragraph 13 of the
Master Lease).  Other than in
satisfaction of Sublessors obligations to Landlord under the Master Lease
relating to the payment of Base Rent, Additional Rent and Operating
Expenses thereunder, Sublessor shall have no right to or interest in the Base
Rent , Additional Rent and Operating Expenses paid by Sublessee to Landlord
pursuant to the Consent.  9.     Security Deposit.  Concurrent with the execution of this
Amendment and the Consent, Sublessee shall deliver to Landlord a Security
Deposit in an amount equal to seven months of Sublessors Base Rent under this
Sublease in the sum of One Million Sixty Five Thousand Two Hundred and Eight and
No/100 Dollars ($1,065,208.00) (calculated by summing Sublessees Base Rent for
one month of each of the next seven years). A portion of the Security Deposit
will be refunded to Sublessee, as long as Sublessee is not in default under
either the Master Lease or the Sublease at the time of refund, as follows: May 1, 2003
  
  $136,927.00May 1, 2004
  
  $141,719.00May 1, 2005
  
  $146,679.00  The balance of the Security Deposit shall be
refunded to Sublessee within 60 days after    2 
   Sublessee has vacated the Sublet Space, less only such
amounts as are reasonably necessary to remedy any default under the Master
Lease or the Sublease or to compensate Landlord or Sublessor for all damages
incurred by Landlord or Sublessor as a result of any default by Sublessee under
the Master Lease or the Sublease.  At any time on or after the Amendment Effective Date, as long as
Sublessee is not in default under the Master Lease or the Sublease, Sublesee
may, at its option, make the Security Deposit in the form of an irrevocable
standby letter of credit in a form and from a bank reasonably acceptable to
Landlord, and otherwise meeting the criteria set forth in the Sublease relating
to letters of credit.  Upon the deposit
of the Security Deposit in the form of an acceptable letter of credit, Landlord
shall return to Sublessee within five (5) business days thereafter, the cash
Security Deposit then held by Landlord.  The Security Deposit shall be held by Landlord for the joint benefit of
both Landlord and Sublessor, and Landlord agrees to make the Security Deposit
or any portion thereof available to Sublessor upon written demand by Sublessor
of a default by Sublessee under the Sublessee, which sums shall be applied
towards the cure of such default.  In
the event of a default by Sublessee, under the terms of the Master Lease or the
Sublease, Landlord, being a joint beneficiary of said Security Deposit, shall
have the full and complete authority to draw on the Security Deposit, as it
deems necessary, and without the consent of Sublessor or Sublessee, to cure
such default of Sublessee.  Sublessee
agrees to pay to Landlord the amount necessary to restore the Security Deposit
to the sum as it existed immediately prior to any application thereof within
five (5) days of written demand therefor.  10.   Insweb
Signage.  Sublessor shall have
through and including September 15, 2002 to remove its signage from the
Property and repair and restore that portion of the Property to which the
signage was affixed to its former condition or better, including but not
limited to the repair of the building skin and any damage caused by water
seepage (the Construction). All work required in connection with said
Construction, shall be performed only by competent contractors licensed under
the laws of the State of California and shall be performed in accordance with
written contracts with those contractors. Landlord shall have the right to
approve the contractor selected by Sublessor or Sublessee, which approval will
not be unreasonably withheld, by giving notice of such approval or disapproval
within ten (10) days of receiving a request for approval.  Landlord shall have the right to inspect the
Construction using its own experts at any point during the Construction
process. The Construction shall be performed in accordance with all applicable
laws, ordinances, regulations and orders of all federal, state, county, or
local governmental agencies or entities having jurisdiction over the Property.
Sublessor is solely responsible for obtaining the necessary permits and
licenses.  Landlord agrees to execute
any application or authorization that may be necessary or appropriate and to
cooperate with Sublessor in obtaining such permits and licenses. Sublessee
agrees to assume, for the benefit of Landlord only, full and complete
responsibility, including financial liability, for completion of the
Construction in the event Sublessor is unable to complete or otherwise has not
completed said Construction prior to September 15, 2002.  In the event of such failure by Sublessor,
Landlord shall give notice in writing to Sublessee of such failure and
Sublessee shall have ninety (90) days to complete the Construction.  Sublessor hereby consents to such assumption
by Sublessee and agrees to protect, save, defend, indemnify and hold harmless
Sublessee from and    3 
   against any and all loss, cost, expense, damage,
liability or claim therefor related to or in any way connected with the failure
of Sublessor to complete the Construction in accordance with this
Paragraph.  Sublessor agrees to protect,
save, defend, reimburse, indemnify and hold Landlord harmless from any and all
mechanics liens, claims, actions, causes, damages and injuries, expenses,
including attorneys fees, penalties or other costs associated with or in any
way related to the Construction. 
Further, Sublessor agrees to protect, save, defend, reimburse, indemnify
and hold Sublessee harmless from any and all mechanics liens, claims, actions,
causes, damages and injuries, expenses, including attorneys fees, penalties or
other costs associated with or in any way related to the Construction.  11.   Deletions
to the Sublease. Section 20 of the Sublease, Sublessees Option to Renew/Right
of First Offer, is hereby deleted in its entirety.  12.   Additions to the Sublease.   Paragraph 3(c) of the Sublease is modified
as follows:  a.     Paragraph 3, Rent, Section 3.3, Payment  of the Master Lease, which was previously
excluded from incorporation in the Sublease shall now be included and
incorporated in the Sublease.  b.     Paragraph 9, Indemnification,
Section 9.1, General, of the Master Lease, which was previously excluded
from incorporation in the Sublease shall now be included and incorporated in
the Sublease.  13.   Representations of Sublessor.  Sublessor represents and warrants to
Sublessee that:  a.     The copy of the Master Lease, along with
all amendments thereto, attached as Exhibit A is a true, complete and accurate
copy of the Master Lease currently in effect and that there exists no other
agreement affecting Sublessors tenancy under the Master Lease.  b.     Other than the existing Sublease between
the parties, Sublessor has not heretofore assigned or sublet all or any portion
of its interest in the Master Lease.  c.     Sublessor covenants that except in
connection with the signage as set forth in Section 10 hereof, the Master Lease
is in full force and effect and no default exists under the Master Lease, nor
have any acts or events occurred which, with the passage of time or the giving
of notice or both, could become defaults.  d.     To the best of Sublessors knowledge, and
excluding any right or interest of Landlords lenders, no person, firm or
entity other than Landlord or Sublessor has any right, title or interest in the
Master Lease.  e.     Sublessor has the full right, legal power
and actual authority to enter into this Amendment without the consent of any
person, firm or entity.  f.      The condition precedent created by section
1.2 of the Master Lease has been satisfied.    4 
   g.     Subject to written confirmation prior to
the Amendment Effective Date, the Commencement Date of the Master Lease is
October 1, 1998, and the Initial Term of the Master Lease will expire on
September 30, 2008.  h.     Landlord has fully completed construction
of the Premises in accordance with section 2.2 of the Master Lease and
elsewhere. Neither Landlord nor Sublessor has any payment or reimbursement
obligations to one another in connection with the construction of the Premises.  i.      Current monthly Base Rent paid to Landlord
is $136,927.00; current monthly operating expenses and tax reimbursement paid
directly to Landlord for the month of May 2002 was $4,229; monthly operating
expenses paid directly by Sublessor for the month of May 2002 was $36,952.  j.      Sublessor is not required to post any
security deposit with Landlord under the Master Lease as of the Amendment
Effective Date.  14.   Brokerage Fees.The parties acknowledge that they have engaged real estate
brokers or other advisors for this transaction and that BT Commercial is
representing the Sublessor.  Each party
shall pay their respective brokers or advisors a transaction fee per separate
agreements. Each party agrees to indemnify the other party against any loss,
cost, or expense, including attorney fees and court costs relating to claims by
brokers engaged by the indemnifying party.  15.   Counterparts.  This Amendment may be executed in
counterparts with the same effect as if all parties hereto had executed the
same document.  All counterparts shall
be construed together and shall constitute a single document.  16.   Entire Agreement, Modification, and
Waiver.  This Amendment, the
Sublease, and the Consent constitute the entire understanding and agreement
between the parties hereto regarding the subject matter of this Amendment, and
supersede and replace all prior agreements and understandings, whether oral or
written.  The provisions of this
Amendment cannot be amended, supplemented, or changed, nor can any of its
provisions be waived, except by a writing signed by the party against whom
enforcement is sought.  No waiver of a
breach of this Amendment shall be deemed to constitute a waiver of a further
breach, whether similar or dissimilar.  17.   Incorporation of Reference.  All of the Exhibits attached hereto or
referred to herein and all documents in the nature of such Exhibits, when
executed, are by this reference incorporated herein and made a part of this
Amendment.  18.   Further Assurances.  In a timely fashion, each party shall
execute and deliver such further instruments, documents or assurances, and take
such further action, as shall be required to carry out the purposes and intent
of this Amendment. This Amendment shall be
effective as of May 1, 2002.  5 
   IN WITNESS
WHEREOF, the parties have caused this Amendment to be executed as of the ____
day of July, 2002, to be effective as of May 1, 2002. SUBLESSOR
  
  
  SUBLESSEEINSWEB CORPORATION
  
  SEVEN NETWORKS, INC.a Delaware corporation
  
  a Delaware corporation/s/  WILLIAM D. GRIFFIN
  
  
  
  /s/  KEVIN LAUGHLINBy:
  William D. Griffin
  
  
  By:
  Kevin LaughlinIts:
  Chief Financial Officer
  
  
  Its:
  Chief Financial Officer         6