<PAGE>

                                                                   EXHIBIT 10.24

                               FOURTH AMENDMENT

     THIS FOURTH AMENDMENT (the "Amendment") is made and entered into as of the
20th day of December, 2000, by and between EOP-PENINSULA OFFICE PARK, L.L.C., a
Delaware limited liability company ("Landlord"), and  BLUE MARTINI SOFTWARE,
INC., a Delaware corporation ("Tenant").

                                    RECITALS

A.   Landlord (as successor in interest to Peninsula Office Park Associates,
     L.P., a California limited partnership) and Tenant (as successor to Blue
     Martini, LLC) are parties to that certain lease dated September 1, 1998,
     which lease has been previously amended by First Amendment dated May 12,
     1999, Second Amendment dated August 5, 1999 and Third Amendment dated
     January 11, 2000 (collectively, the "Lease").  Pursuant to the Lease,
     Landlord has leased to Tenant space currently containing approximately
     26,353 rentable square feet (the "Original Premises") described as Suite
     Nos. 175 containing approximately 6,819 rentable square feet on the first
     floor ("Suite 175"), Suite No. 180 containing approximately 5,108 rentable
     square feet on the first floor ("Suite 180"), Suite No. 280 containing
     approximately 7,370 rentable square feet on the second floor ("Suite 280)"
     and Suite No. 285 containing approximately 7,056 rentable square feet on
     the second floor ("Suite 285") of the building commonly known as Peninsula
     Office Park 6 located at 2600 Campus Drive, San Mateo, California (the
     "Building").

B.   Tenant has requested that additional space containing approximately 17,436
     rentable square feet described as Suite No. 200A consisting of
     approximately 12,153 rentable square feet (the "Suite 200A Expansion
     Space") and Suite No. 200 consisting of approximately 5,283 rentable square
     feet (the "Suite 200 Expansion Space") on the 2nd floor of the Building
     shown on Exhibit A and Exhibit B hereto be added to the Premises and that
     the Lease be appropriately amended and Landlord is willing to do the same
     on the following terms and conditions.

C.   The Lease by its terms shall expire on January 31, 2005 ("Termination
     Date"), and the parties desire to extend the Term of the Lease as to Suite
     280 and Suite 285, all on the following terms and conditions.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

I.   Expansion.
     ----------

     A.   Effective 7 days after Landlord delivers written notice to Tenant that
          the prior tenant has vacated the Premises (the "Suite 200A Expansion
          Effective Date"), the Premises, as defined in the Lease, is increased
          from  26,353 rentable square feet on the 1/st/ and 2/nd/  floors of
          the Building to 38,506 rentable square feet on the 1/st/ and 2/nd/
          floors of the Building by the addition of the Suite 200A Expansion
          Space, and from and after the Suite 200A Expansion Effective Date, the
          Original Premises and the Suite 200A Expansion Space, collectively,
          shall be deemed the Premises, as defined in the Lease.  The Term for
          the Suite 200A Expansion Space shall commence on the Suite 200A
          Expansion Effective Date and end on the Extended

                                       1
<PAGE>

          Termination Date (as hereinafter defined). The Suite 200A Expansion
          Space is subject to all the terms and conditions of the Lease except
          as expressly modified herein and except that Tenant shall not be
          entitled to receive any allowances, abatements or other financial
          concessions granted with respect to the Original Premises unless such
          concessions are expressly provided for herein with respect to the
          Suite 200A Expansion Space.

          Effective as of May 1, 2001 (the "Suite 200 Expansion Effective
          Date"), the Premises, as defined in the Lease, is increased from
          38,506 rentable square feet on the 1/st/ and 2/nd/ floors of the
          Building to 43,789 rentable square feet on the 1/st/ and 2/nd/ floors
          of the Building by the addition of the Suite 200 Expansion Space, and
          from and after the Suite 200 Expansion Effective Date, the Original
          Premises, the Suite 200A Expansion Space and the Suite 200 Expansion
          Space, collectively, shall be deemed the Premises, as defined in the
          Lease. The Term for the Suite 200 Expansion Space shall commence on
          the Suite 200 Expansion Effective Date and end on the Extended
          Termination Date. The Suite 200 Expansion Space is subject to all the
          terms and conditions of the Lease except as expressly modified herein
          and except that Tenant shall not be entitled to receive any
          allowances, abatements or other financial concessions granted with
          respect to the Original Premises unless such concessions are expressly
          provided for herein with respect to the Suite 200 Expansion Space.

     B.   The Suite 200A Expansion Effective Date and the Suite 200 Expansion
          Effective Date shall be delayed to the extent that Landlord fails to
          deliver possession of the Suite 200A Expansion Space or the Suite 200
          Expansion Space, as the case may be, for any reason, including but not
          limited to, holding over by prior occupants.  Any such delay in the
          Suite 200A Expansion Effective Date or the Suite 200 Expansion
          Effective Date shall not subject Landlord to any liability for any
          loss or damage resulting therefrom.  If the Suite 200A Expansion
          Effective Date or Suite 200 Expansion Effective Date are delayed, the
          Extended Termination Date shall not be similarly extended.
          Notwithstanding any of the foregoing to the contrary, effective as of
          the Termination Date, the Term for Suite 175 and Suite 180 shall
          expire by its terms.   For ease of reference, the termination dates
          for each of the suites comprising the Premises are as follows:

          -------------------------------------------------------------
           Suite Number                             Termination Date
          -------------------------------------------------------------
              175                                   January 31, 2005
          -------------------------------------------------------------
              180                                   January 31, 2005
          -------------------------------------------------------------
              200                                    April 30, 2006
          -------------------------------------------------------------
              200A                                   April 30, 2006
          -------------------------------------------------------------
              280                                    April 30, 2006
          -------------------------------------------------------------
              285                                    April 30, 2006
          -------------------------------------------------------------

II.  Extension. The Term for Suite 280 and Suite 285 are hereby extended for a
     period of 15 months and shall expire on April 30, 2006 (the "Extended
     Termination Date"), unless sooner terminated in accordance with the terms
     of the Lease. That portion of the Term commencing the day immediately
     following the Termination Date ("Suites 280 and 285 Extension Date") and
     ending on the Extended Termination Date shall be referred to herein as the
     "Extended Term".

                                       2
<PAGE>

III. Base Rent.
     ----------

     A.   Original Premises Through Prior Termination Date.  The Base Rent,
          Additional Rent and all other charges under the Lease shall be payable
          as provided therein with respect to the Original Premises through and
          including the Termination Date.

     B.   Suite No. 280 and Suite No. 285 From and After the Suites 280 and 285
          Extension Date.  As of the Suites 280 and 285 Extension Date, the
          schedule of Base Rent payable with respect to the Suite No. 280 and
          Suite No. 285 during the Suites 280 and 285 Extended Term is the
          following:

<TABLE>
<CAPTION>
          ----------------------------------------------------------------------------------------------------------
                Months of Term                         Annual Rate          Annual                   Monthly
                   or Period                         Per Square Foot       Base Rent                Base Rent
          ----------------------------------------------------------------------------------------------------------
          <S>                                        <C>                   <C>                      <C>
                     2/1/05-4/30/05                   $113.34               $1,635,042.84             $136,253.57
          ----------------------------------------------------------------------------------------------------------
                     5/1/05-4/30/06                   $117.92               $1,701,113.88             $141,759.49
          ----------------------------------------------------------------------------------------------------------
</TABLE>

          All such Base Rent shall be payable by Tenant in accordance with the
          terms of the Lease.

     C.   Suite 200A Expansion Space From Suite 200A Expansion Effective Date
          Through The Extended Termination Date.  As of the Suite 200A Expansion
          Effective Date, the schedule of Base Rent payable with respect to the
          Suite 200A Expansion Space for the balance of the original Term and
          the Extended Term is the following:

<TABLE>
<CAPTION>
          ---------------------------------------------------------------------------------------------
                Months of Term          Annual Rate              Annual             Monthly
                   or Period           Per Square Foot          Base Rent          Base Rent
          ---------------------------------------------------------------------------------------------
          <S>                          <C>                     <C>                <C>
                Suite 200A                 $100.80             $1,225,022.40        $102,085.20
                Expansion
               Effective Date-
                   4/30/02
          ---------------------------------------------------------------------------------------------
               5/1/02-4/30/03              $104.83             $1,273,998.96        $106,166.58
          ---------------------------------------------------------------------------------------------
               5/1/03-4/30/04              $109.02             $1,324,920.12        $110,410.01
          ---------------------------------------------------------------------------------------------
               5/1/04-4/30/05              $113.38             $1,377,907.20        $114,825.60
          ---------------------------------------------------------------------------------------------
               5/1/05-4/30/06              $117.92             $1,433,081.76        $119,423.48
          ---------------------------------------------------------------------------------------------
</TABLE>

          All such Base Rent shall be payable by Tenant in accordance with the
          terms of the Lease. The schedule set forth above with respect to the
          payment of any installment(s) of Base Rent for the Suite 200A
          Expansion Space shall be appropriately adjusted on a per diem basis.


     D.   Suite 200 Expansion Space From Suite 200 Expansion Effective Date
          Through The Extended Termination Date.  As of the Suite 200 Expansion
          Effective Date, the schedule of Base Rent payable with respect to the
          Suite 200

                                       3
<PAGE>

          Expansion Space for the balance of the original Term and the Extended
          Term is the following:

<TABLE>
<CAPTION>
          --------------------------------------------------------------------------------------------
             Months of Term            Annual Rate               Annual               Monthly
               or Period              Per Square Foot           Base Rent            Base Rent
          --------------------------------------------------------------------------------------------
             <S>                      <C>                       <C>                  <C>
                  5/1/01-4/30/02           $100.80              $532,526.40           $44,377.20
          --------------------------------------------------------------------------------------------
                  5/1/02-4/30/03           $104.83              $553,816.92           $46,151.41
          --------------------------------------------------------------------------------------------
                  5/1/03-4/30/04           $109.02              $575,952.72           $47,996.06
          --------------------------------------------------------------------------------------------
                  5/1/04-4/30/05           $113.38              $598,956.60           $49,915.55
          --------------------------------------------------------------------------------------------
                  5/1/05-4/30/06           $117.92              $622,971.36           $51,914.28
          --------------------------------------------------------------------------------------------
</TABLE>

          All such Base Rent shall be payable by Tenant in accordance with the
          terms of the Lease.  The schedule set forth above with respect to the
          payment of any installment(s) of Base Rent for the Suite 200 Expansion
          Space shall be appropriately adjusted on a per diem basis in the event
          delivery of possession of the Suite 200 Expansion Space is delayed
          beyond May 1, 2001.

IV.  Additional Security Deposit.
     ----------------------------

     A.   Tenant shall deliver a letter of credit for Suite 200A (the "Suite
          200A Letter of Credit") to Landlord upon execution of this Amendment.
          The security deposit for Suite 200A (the "Suite 200A Security
          Deposit") shall be in the form of an irrevocable letter of credit,
          similar to the form attached hereto as Exhibit C, which Suite 200A
          Letter of Credit shall: (i) be in the amount of $918,766.80; (ii) be
          in form and substance satisfactory to Landlord; (c) name Landlord as
          its beneficiary; (d) be drawn on an FDIC insured financial institution
          reasonably satisfactory to the Landlord; and (e) expire no later than
          60 days after the Extended Termination Date.  Notwithstanding anything
          herein to the contrary, provided Tenant is not in default under this
          Lease as of the effective date of any reduction of the Suite 200A
          Security Deposit, Tenant shall have the right to reduce the amount of
          the Suite 200A Security Deposit (i.e. the Suite 200A Letter of Credit)
          pursuant to Section 4 of the Lease.

     B.   Tenant shall deliver a letter of credit for Suite 200 (the "Suite 200
          Letter of Credit") to Landlord on or before May 1, 2001. The security
          deposit for Suite 200 (the "Suite 200 Security Deposit") shall be in
          the form of an irrevocable letter of credit, similar to the form
          attached hereto as Exhibit C, which Suite 200 Letter of Credit shall:
          (i) be in the amount of $1,318,161.60; (ii) be in form and substance
          satisfactory to Landlord; (c) name Landlord as its beneficiary; (d) be
          drawn on an FDIC insured financial institution satisfactory to the
          Landlord; and (e) expire no later than 60 days after the Extended
          Termination Date.  Provided that Tenant is not in default under the
          Lease, Landlord shall, upon receipt of the Suite 200 Letter of Credit,
          return the Suite 200A Letter of Credit to Tenant. Notwithstanding
          anything herein to the contrary, provided Tenant is not in default
          under this Lease as of the effective date of any reduction of the
          Suite 200 Security Deposit, Tenant shall have the right to reduce the
          amount of the Suite 200 Security Deposit (i.e. the Suite 200 Letter of
          Credit) pursuant to Section 4 of the Lease.

                                       4
<PAGE>

     C.   Tenant shall deliver a letter of credit for the Premises (the "Third
          Letter of Credit") to Landlord on or before September 1, 2001. The
          security deposit for the Premises (the "Additional Security Deposit")
          shall be in the form of an irrevocable letter of credit, similar to
          the form attached hereto as Exhibit C, which the Third Letter of
          Credit shall: (i) be in the amount of $1,504,506.00; (ii) be in form
          and substance satisfactory to Landlord; (c) name Landlord as its
          beneficiary; (d) be drawn on an FDIC insured financial institution
          satisfactory to the Landlord; and (e) expire no later than 60 days
          after the Extended Termination Date.  Provided that Tenant is not in
          default under the Lease, Landlord shall, upon receipt of the Third
          Letter of Credit, return the Suite 200 Letter of Credit and the letter
          of credit in the amount of $278,458.00 (the "Existing L/C") to Tenant.
          Landlord and Tenant acknowledge and agree that the Existing L/C is the
          remaining amount of the security deposit in the form of a letter of
          credit through the Third Amendment of the Lease. Notwithstanding
          anything herein to the contrary, provided Tenant is not in default
          under this Lease as of the effective date of any reduction of the
          Suite 200 Security Deposit, Tenant shall have the right to reduce the
          amount of the Additional Security Deposit (i.e. the Third Letter of
          Credit) as follows:  (i)  $1,485,236.00 effective as of February 1,
          2002; (ii) $1,221,604.00 effective June 1, 2002; $1,185,182.00
          effective September 1, 2002; (iv) $1,165,912.00 effective February 1,
          2003; (v) $902,280.00 effective June 1, 2003;  (vi) $865,859.00
          effective September 1, 2003; (vii) $846,588.00 effective February 1,
          2004; (viii) $582,956.00 effective June 1, 2004; and (ix) $319,324.00
          effective June 1, 2005.

V.   Tenant's Share.
     ---------------

     A.   For the period commencing with the Suite 200A Expansion Effective Date
          and ending on the Extended Termination Date, Tenant's Share for the
          Suite 200A Expansion Space is 19.6676%.

     B.   For the period commencing with the Suite 200 Expansion Effective Date
          and ending on the Extended Termination Date, Tenant's Share for the
          Suite 200 Expansion Space is 8.5497%.

VI.  Operating Costs and Taxes.
     --------------------------

     A.   Suite No. 280 and Suite No. 285 for the Extended Term.  For the period
          commencing with the Suites 280 and 285 Extension Date and ending on
          the Extended Termination Date, Tenant shall pay for Tenant's Share of
          Operating Costs and Taxes applicable to Suite No. 280 and Suite No.
          285 in accordance with the terms of the Lease, provided, however,
          during such period, the Base Year for the computation of Tenant's
          Share of Operating Costs and Taxes applicable to the Suite No. 280 and
          Suite No. 285 shall be 2000.

     B.   Suite 200A Expansion Space From Suite 200A Expansion Effective Date
          Through Extended Termination Date.  For the period commencing with the
          Suite 200A Expansion Effective Date and ending on the Extended
          Termination Date, Tenant shall pay for Tenant's Share of Operating
          Costs and Taxes applicable to the Suite 200A Expansion Space in
          accordance with the terms of the Lease, provided, however, during such
          period, the Base Year for the computation of

                                       5
<PAGE>

          Tenant's Share of Operating Costs and Taxes applicable to the Suite
          200A Expansion Space is 2001.

     C.   Suite 200 Expansion Space From Suite 200 Expansion Effective Date
          Through Extended Termination Date.  For the period commencing with the
          Suite 200 Expansion Effective Date and ending on the Extended
          Termination Date, Tenant shall pay for Tenant's Share of Operating
          Costs and Taxes applicable to the Suite 200 Expansion Space in
          accordance with the terms of the Lease, provided, however, during such
          period, the Base Year for the computation of Tenant's Share of
          Operating Costs and Taxes applicable to the Suite 200 Expansion Space
          is 2001.

VII. Improvements to Suite 200A Expansion Space and Suite 200 Expansion Space.
     -------------------------------------------------------------------------

     A.   Condition of Suite 200A Expansion Space and Suite 200 Expansion Space.
          Tenant has inspected the Suite 200A Expansion Space and Suite 200
          Expansion Space and agrees to accept the same "as is" without any
          agreements, representations, understandings or obligations on the part
          of Landlord to perform any alterations, repairs or improvements.

     B.   Responsibility for Improvements to Suite 200A Expansion Space and
          Suite 200 Expansion Space.  Any construction, alterations or
          improvements to the Suite 200A Expansion Space and Suite 200 Expansion
          Space shall be performed by Tenant at its sole cost and expense and
          shall be governed in all respects by the provisions of Section 6 of
          the Lease.  Landlord and Tenant agree that Commercial Interiors
          Contractors ("CIC") shall be the general contractor performing any
          Improvements to the Suite 200A Expansion Space and Suite 200 Expansion
          Space.  In any and all events, the Suite 200A Expansion Effective Date
          and the Suite 200 Expansion Effective Date shall not be postponed or
          delayed if the initial improvements to the Suite 200A Expansion Space
          or the Suite 200 Expansion Space, as the case may be, are incomplete
          on the Suite 200A Effective Date or the Suite 200 Expansion Effective
          Date, as the case may be, for any reason whatsoever.  Any delay in the
          completion of initial improvements to the Suite 200A Expansion Space
          or the Suite 200 Expansion Space shall not subject Landlord to any
          liability for any loss or damage resulting therefrom.  Notwithstanding
          the foregoing to the contrary, Landlord, at its sole cost and expense
          shall construct a demising wall between the Suite 200A Expansion Space
          and the Suite 200  Expansion Space using Building standard methods,
          materials and finishes.

     C.   Provided Tenant is not in default under this Lease, Tenant shall have
          the right to borrow up to $127,448.00 for the 31,852 rentable square
          feet of the Building that consists of Suite Nos. 200, 200A, 280 and
          285 on the 2/nd/ floor of the Building (the "Allowance") from Landlord
          in order to finance the cost of the interior sprinkler work (the
          "Sprinkler Work"). Any portion of the Allowance which exceeds the cost
          of the Sprinkler Work or is otherwise remaining after April 30, 2001
          shall accrue to the sole benefit of Landlord, it being agreed that
          Tenant shall not be entitled to any credit, offset, abatement or
          payment with respect thereto. Any Allowance borrowed by Tenant
          hereunder shall be repaid to Landlord as Additional Rent in equal
          monthly installments at an interest rate equal to 12% per annum over a
          period of 60 months. If Tenant is in default under

                                       6
<PAGE>

          the Lease after the expiration of applicable cure periods, the entire
          unpaid balance of the Allowance borrowed by Tenant shall become
          immediately due and payable and, except to the extent required by
          applicable law, shall not be subject to mitigation or reduction in
          connection with a reletting of the Premises by Landlord.

VIII.  Early Access to Suite 200A Expansion Space and Suite 200 Expansion Space.
       -------------------------------------------------------------------------
       During any period that Tenant shall be permitted to enter the Suite 200A
       Expansion Space or the Suite 200 Expansion Space prior to the Suite 200A
       Expansion Effective Date and Suite 200 Expansion Effective Date (e.g., to
       perform alterations or improvements), Tenant shall comply with all terms
       and provisions of the Lease, except those provisions requiring payment of
       Base Rent or Additional Rent as to the Suite 200A Expansion Space and
       Suite 200 Expansion Space. If Tenant takes possession of the Suite 200A
       Expansion Space and Suite 200 Expansion Space prior to the Suite 200A
       Expansion Effective Date and Suite 200 Expansion Effective Date for any
       reason whatsoever (other than the performance of work in the Suite 200A
       Expansion Space and Suite 200 Expansion Space with Landlord's prior
       approval), such possession shall be subject to all the terms and
       conditions of the Lease and this Amendment, and Tenant shall pay Base
       Rent and Additional Rent as applicable to the Suite 200A Expansion Space
       and Suite 200 Expansion Space to Landlord on a per diem basis for each
       day of occupancy prior to the Suite 200A Expansion Effective Date and
       Suite 200 Expansion Effective Date.

IX.    Other Pertinent Provisions.
       --------------------------

       A. Contingency.  Landlord and Tenant acknowledge and agree that the terms
          -----------
          and provisions of this Amendment are expressly contingent upon
          Landlord entering into a lease reduction amendment for the Suite 200A
          Expansion Space with American Online, Inc., a Delaware corporation
          ("American Online") on terms satisfactory to Landlord. If such
          reduction amendment has not been executed by American Online in a form
          satisfactory to Landlord by December 1, 2000, then either party may
          terminate this Amendment by providing written notice thereof to the
          other party whereupon this Amendment shall be null and void and of no
          force or effect.

       B. Clarification of Tenant Name.  The Lease dated September 1, 1998 was
          ----------------------------
          executed by Tenant under the name "Blue Martini LLC."  The Second
          Amendment to Lease dated August 5, 1999, ("Second Amendment") and the
          Third Amendment to Lease dated January 11, 2000 ("Third Amendment")
          was executed by "Blue Martini, Inc., a California corporation."
          Tenant hereby represents and warrants to Landlord that, to the best of
          Tenant's knowledge, there is no, and never has been, any such legal
          entity known as "Blue Martini LLC" and "Blue Martini, Inc., a
          California corporation."  Instead, Tenant is known as "Blue Martini
          Software, Inc., a Delaware corporation."  Tenant further represents
          and warrants to Landlord that the undersigned Tenant is the same party
          which entered into the Lease, Second Amendment and Third Amendment,
          fully intending to be bound thereby.  Tenant hereby covenants and
          agrees, and represents and warrants, that the undersigned Tenant is
          bound as tenant, and is fully obligated for all of the tenant's
          obligations under the Lease, Second Amendment and Third Amendment as
          though the Lease, Second Amendment and Third Amendment had been
          properly executed by the undersigned Tenant as of the original date of
          execution of such Lease, Second Amendment and Third Amendment.

                                       7
<PAGE>

X.   Miscellaneous.
     --------------

     A.   This Amendment sets forth the entire agreement between the parties
          with respect to the matters set forth herein.  There have been no
          additional oral or written representations or agreements.  Under no
          circumstances shall Tenant be entitled to any Rent abatement,
          improvement allowance, leasehold improvements, or other work to the
          Premises, or any similar economic incentives that may have been
          provided Tenant in connection with entering into the Lease, unless
          specifically set forth in this Amendment.

     B.   Except as herein modified or amended, the provisions, conditions and
          terms of the Lease shall remain unchanged and in full force and
          effect.

     C.   In the case of any inconsistency between the provisions of the Lease
          and this Amendment, the provisions of this Amendment shall govern and
          control.

     D.   Submission of this Amendment by Landlord is not an offer to enter into
          this Amendment but rather is a solicitation for such an offer by
          Tenant.  Landlord shall not be bound by this Amendment until Landlord
          has executed and delivered the same to Tenant.

     E.   The capitalized terms used in this Amendment shall have the same
          definitions as set forth in the Lease to the extent that such
          capitalized terms are defined therein and not redefined in this
          Amendment.

     F.   Tenant hereby represents to Landlord that Tenant has dealt with no
          broker in connection with this Amendment.  Tenant agrees to indemnify
          and hold Landlord, its trustees, members, principals, beneficiaries,
          partners, officers, directors, employees, mortgagee(s) and agents, and
          the respective principals and members of any such agents
          (collectively, the "Landlord Related Parties") harmless from all
          claims of any brokers claiming to have represented Tenant in
          connection with this Amendment.  Landlord hereby represents to Tenant
          that Landlord has dealt with no broker in connection with this
          Amendment.  Landlord agrees to indemnify and hold Tenant, its
          trustees, members, principals, beneficiaries, partners, officers,
          directors, employees, and agents, and the respective principals and
          members of any such agents (collectively, the "Tenant Related
          Parties") harmless from all claims of any brokers claiming to have
          represented Landlord in connection with this Amendment.

                                       8
<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.


                      LANDLORD:

                      EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited
                      liability company

                      By:  EOP Operating Limited Partnership, a Delaware limited
                           partnership, its sole member

                           By:  Equity Office Properties Trust, a Maryland
                                real estate investment trust, its general
                                partner

                                By:  ___________________________

                                Name:  _________________________

                                Title:  ________________________



                      TENANT:

                      BLUE MARTINI SOFTWARE, INC., a Delaware corporation

                      By:  _______________________________

                      Name:  _____________________________

                      Title:  ____________________________

                      By:  _______________________________

                      Name:  _____________________________

                      Title:  ____________________________



                                       9
<PAGE>

                                   EXHIBIT A

              OUTLINE AND LOCATION OF SUITE 200A EXPANSION SPACE
              --------------------------------------------------

                                       10
<PAGE>

                                   EXHIBIT B

               OUTLINE AND LOCATION OF SUITE 200 EXPANSION SPACE
               -------------------------------------------------

                                       11
<PAGE>

                                   EXHIBIT C
                                   ---------

                            SAMPLE LETTER OF CREDIT

                            ________________________
                        [Name of Financial Institution]


                                         Irrevocable Standby
                                         Letter of Credit
                                         No. ______________________
                                         Issuance Date:_____________
                                         Expiration Date:____________
                                         Applicant:__________________

Beneficiary
-----------

EOP-Peninsula Office Park, L.L.C.
Peninsula Office Park
2929 Campus Drive, 4/th/ Floor
San Mateo, California 94403
Attn:  Leasing Director

Ladies/Gentlemen:

     We hereby establish our Irrevocable Standby Letter of Credit in your favor
for the account of the above referenced Applicant in the amount of
____________________ U.S. Dollars ($____________________) available for payment
at sight by your draft drawn on us when accompanied by the following documents:

1.   An original copy  of this Irrevocable Standby Letter of Credit.

2.   Beneficiary's dated statement purportedly signed by one of its officers
     reading: "This draw in the amount of ______________________ U.S. Dollars
     ($____________) under your Irrevocable Standby Letter of Credit No.
     ____________________ represents funds due and owing to us as a result of
     the Applicant's failure to comply with one or more of the terms of that
     certain lease by and between EOP-Peninsula Office Park, L.L.C., as
     landlord, and Blue Martini Software, Inc., a Delaware corporation, as
     tenant."

     It is a condition of this Irrevocable Standby Letter of Credit that it will
be considered automatically renewed for a one year period upon the expiration
date set forth above and upon each anniversary of such date, unless at least 60
days prior to such expiration date or applicable anniversary thereof, we notify
you in writing by certified mail, return receipt requested, that we elect not to
so renew this Irrevocable Standby Letter of Credit.  A copy of any such notice
shall also be sent to:  Equity Office Properties Trust, 2 North Riverside Plaza,
Suite 2100, Chicago, IL 60606, Attention: Senior Vice-President-Treasurer.  In
addition to the foregoing, we understand and agree that you shall be entitled to
draw upon this Irrevocable Standby Letter of Credit in accordance with 1 and 2
above in the event that we elect not to renew this Irrevocable Standby Letter of
Credit and, in addition, you provide us with a dated statement purportedly
signed by one of Beneficiary's officers stating that the Applicant has failed to
provide you with an acceptable substitute irrevocable standby letter of credit
in accordance with the terms of the above referenced lease.  We further
acknowledge and agree

                                       12
<PAGE>

that: (a) upon receipt of the documentation required herein, we will honor your
draws against this Irrevocable Standby Letter of Credit without inquiry into the
accuracy of Beneficiary's signed statement and regardless of whether Applicant
disputes the content of such statement; (b) this Irrevocable Standby Letter of
Credit shall permit partial draws and, in the event you elect to draw upon less
than the full stated amount hereof, the stated amount of this Irrevocable
Standby Letter of Credit shall be automatically reduced by the amount of such
partial draw; and (c) you shall be entitled to assign your interest in this
Irrevocable Standby Letter of Credit from time to time without our approval and
without charge. In the event of an assignment, we reserve the right to require
reasonable evidence of such assignment as a condition to any draw hereunder.

     This Irrevocable Standby Letter of Credit is subject to the Uniform Customs
and Practice for Documentary Credits (1993 revision) ICC Publication No. 500.

     We hereby engage with you to honor drafts and documents drawn under and in
compliance with the terms of this Irrevocable Standby Letter of Credit.

     All communications to us with respect to this Irrevocable Standby Letter of
Credit must be addressed to our office located at _____________________________
_________________ to the attention of __________________________________.


                                    Very truly yours,

                                    _______________________

                                             [name]
                                    -----------------------

                                             [title
                                    -----------------------

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