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Exhibit 10.13
 FOURTH AMENDMENT
 THIS FOURTH AMENDMENT ( Amendment) CA-GATEWAY OFFICE LIMITED PARTNERSHIP, a Delaware limited
partnership (Landlord) and BACKWEB
TECHNOLOGIES, INC., a Delaware corporation (Tenant)
 RECITALS
 A.
    
    Landlord (as successor by conversion to EOP-Gateway Office, L.L.C., a Delaware limited
liability company, as successor in interest to Spieker Properties, L.P., a California limited
partnership) and Tenant are parties to that certain lease dated December 23, 1998 (the
Original, Lease), which lease has been previously amended by that certain 1stAmendment to Lease  Expansion dated May 12, 2000, that certain 2nd Amendment
to Lease   Expansion dated November 7, 2000 and that certain Third Amendment dated October
27, 2003 (the Third Amendment) (collectively, the Lease). Pursuant to the Lease, Landlord
has leased to Tenant space currently containing approximately 17,569 rentable square feet
(the Premises) described as Suite Nos. 500, 510 and 550 on the 5thfloor of the
building commonly known as Gateway Office IIB located at 2077 Gateway
Place, San Jose,
California (the Building).
 B.
    
    The Lease by its terms shall expire on January 31, 2007 (Prior Termination Date), and the
parties desire to reset the Base Rent as of October 1, 2006, (the Reset Date) and extend the
Term of the Lease, all on the following terms and conditions.
 NOW, THEREFORE
 1.
    
    Extension. The Term of the Lease is hereby extended for a period of 36 months and
shall expire on January 31, 2010 (Second 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 Prior Termination Date (Second Extension Date)
and ending on the Extended Termination Date shall be referred to herein as the Second
Extended Term.
 2.
    
    Premises. Effective as of the date hereof, the Premises shall consist of Suite No. 500
consisting of approximately 11, 131 rentable square feet and Suite No. 550 consisting of
approximately 6,438 rentable square feet, as shown on Exhibit Aattached hereto. Landlord
and Tenant agree that only the suite numbers have changed with respect to the Premises and
the physical location of the Premises has not changed.
 3.
    
    Baste Rent.
 3.01.
    
    Notwithstanding any provision in the Lease to the contrary, effective as of
the Reset Date, the Base Rent applicable to the Premises from the Reset Date through
the Prior Termination Date shall be as follows:
 Months of Term or
    
    Annual Rate
    
    MonthlyPeriod
    
    Per Square Foot
    
    Base RentReset Date  Prior
Termination Date
    
    $
    21.00
    
    
    $
    30,745.75
 3.02.
    
    As of the Second Extension Date, the schedule of Base Rent payable with
respect to the Premises during the Second Extended Term is the following:
 Annual RatePeriod
    
    Per Square Foot
    

Monthly Base Rent2/1/07  1/31/08
    
    $
    21.60
    
    
    $
    31,624.202/1/08  1/31/09
    
    $
    22.20
    
    
    $
    32,502,652/1/09  1/31/10
    
    $
    22.80
    
    
    $
    33,381.10
  4.
    
    Additional Security Deposit. No additional Security Deposit shall be
required in connection with this Amendment.
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5.
    
    Operating Expenses: For the period commencing on the Reset Date and ending on the
Second Extended Termination Date, Tenant shall pay for Tenants Proportionate Share of
Operating Expenses in accordance with the terms of the Lease.
 6.
    
    Additional Payments
 6.01
    
    . Restructure Fee.Simultaneously with the Tenants execution and delivery of
this Amendment (and as additional consideration therefore), Tenant shall pay to
Landlord, by cashiers or certified check or by wire transfer of immediately available
funds to an account designated by Landlord, the sum of $130,213.68.6.02.
    
    Past Due Rent.Tenant acknowledges and agrees that Tenant owes Landlord
back due Rent for October 2005 and simultaneously with Tenants execution and delivery
of this Amendment, Tenant shall pay to Landlord the amount of $6,261.86 in
satisfaction therefore.6.03.
    
    Refund of Operating Expense Credit.Tenant acknowledges and agrees that, (i)
according to the terms of Section IV.B. of the Third Amendment, Tenant waived its
rights to any refunds leased on an Operating Expense Adjustment, and (ii) Tenant
received an Operating Expense refund in the amount of $24,827.51 from Landlord in
error. Simultaneously with the Tenants execution and delivery of this Amendment,
Tenant shall pay to Landlord, by cashiers or certified check or by wire transfer
of immediately available funds to an account designated by Landlord, the sum of
$24,827.51 as a refund therefor.
 7.
    
    Improvements to Premises:
 7.01.
    
    Condition of Premises.Tenant is in possession of the Premises and accepts the
same as is without any agreements, representations, understandings or obligations
on the part of Landlord to perform any alterations, repairs or improvements, except
as may be expressly provided otherwise in this Amendment.7.02.
    
    Responsibility for Improvements to Premises.Any construction, alterations or
improvements to the Premises shall be performed by Tenant at its sole cost and
expense using contractors selected by Tenant and approved by Landlord and shall be
governed in all respects by the provisions of Section 9 of the Lease.
 8.
    
    Other Pertinent Provisions: Landlord and Tenant agree that, effective as of the date
of this Amendment (unless different effective date(s) is/are specifically referenced in this
Section), the Lease shall be amended in the following additional respects:
 8.01.
    
    Intentionally Omitted.8.02.
    
    HVAC. Effective as of April 1, 2006, and to the extent provided pursuant to
Section 15 of the Lease, Landlords: charge for after hours heat and air conditioning is
currently $50.00 per hour, subject to change from time to time.8.03.
    
    Restoration.Landlord and Tenant agree that in accordance with Paragraph 12 and
Paragraph 36 of the Original Lease, Tenant shall not be required
to remove any
Alterations other than the Suite 500 entry doors, which doors
shall be replaced with
Building standard doors at Tenants sole cost and expense upon
the expiration or
earlier termination of the Lease.8.04.
    
    Landlords Notice Address.Effective as of the date hereof, Landlords address
for Notices shall be as follows:
 
 
 
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8.05.
    
    Effective as of April 1, 2006, the first sentence of Paragraph 21. B. Bonus
Rent of the Original Lease shall be amended and restated by deleting the first
sentence and substituting the following therefore: Tenant shall pay to Landlord 100%
of any Rent or other consideration realized by Tenant under any such sublease or
assignment in excess of the Rent payable hereunder.8.06.
    
    Letter of Credit. The parties acknowledge that Landlord currently holds a Letter
of Credit in the amount of $500,000.00. Beginning February 1, 2007, and subject
to the terms of the Lease as amended, Tenant may reduce the amount of the
Letter of Credit so that the new Letter of Credit amount will be
$225,000.00. Notwithstanding anything to the contrary contained herein, if Tenant
has been in default under the Lease (as amended) at any time prior to the effective
date of any reduction of the Letter of Credit and Tenant has failed to cure such
default within any applicable cure period, then Tenant shall have no further right
to reduce the Letter of Credit as described herein. Any reduction in the Letter of
Credit Amount shall be accomplished by Tenant providing Landlord with a substitute
letter of credit in the reduced amount or an amendment to the existing Letter of
Credit reflecting the reduced amount, all in the form and substance required by the
terms of the Lease (as amended) If the Letter of Credit is reduced in accordance
with this Section, then the reference to $500,000.00 in the last paragraph of
Section VI.F. of the Third Amendment shall be amended and restated to
$225,000.00.
 9.
    
    Miscellaneous,
 9.01.
    
    This Amendment and the attached exhibits, which are hereby incorporated into
and made a part of this Amendment, set 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.9.02.
    
    Except as herein modified or amended, the provisions, conditions and terms of the
Lease shall remain unchanged and in full force and effect.9.03.
    
    In the case of any inconsistency between the provisions of the Lease and this
Amendment, the provisions of this Amendment shall govern and control.9.04.
    
    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.9.05.
    
    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.9.06.
    
    Tenant hereby represents to Landlord that Tenant has dealt with no broker other than
Colliers in connection with this Amendment. Tenant agrees to indemnify and hold Landlord,
its 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 other
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 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.Equity Office Properties Management Corp. (EOPMC) is an affiliate of Landlord
and represents only the Landlord in this transaction. Any assistance rendered by
any agent or employee of EOPMC in connection with this Lease or any
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subsequent amendment or modification hereto has been or will be made as an
accommodation to Tenant solely in furtherance of consummating the
transaction on behalf of Landlord and not as agent for Tenant.
 9.07.
    
    Each signatory of this Amendment represents hereby that he or she has the authority to
execute and deliver the same on behalf of the party hereto for which such signatory is
acting.9.08.
    
    At Landlords option, this Amendment shall be of no force and effect unless and until
accepted by the Guarantor of the Lease and of the Additional Reduction Fee Promissory Note,
who by signing bellow shall agree that its Guaranty of Lease and Guaranty of Note,
respectively, shall apply to the Lease and to the Additional Reduction Fee Promissory Note as
each are amended herein, unless such requirement is waived by Landlord in writing.
 [SIGNATURES ARE ON FOLLOWING PAGE]
 IN
WITNESS WHEREOF
 LANDLORD:CA-GATEWAY OFFICE LIMITED PARTNERSHIP, a
Delaware limited partnershipBy:
    
    EOM GP, L.L.C., a Delaware limited
liability company, its general partnerBy:
    
    Equity Office Management, L.L.C., a
Delaware limited liability company, its non-member managerBy:
    
    /s/ Kenneth J. ChurchName:
    
    Kenneth J. ChurchTitle:
    
    Vice President - LeasingTENANT:BACKWEB TECHNOLOGIES, INC., a Delaware corporationBy:
    
    /s/ Ken HolmesName:
    
    Ken HolmesTitle:
    
    V.P. FinanceGUARANTOR:BACKWEB TECHNOLOGIES LTD, an Israeli corporationBy:
    
    /s/ Ken HolmesName:
    
    Ken HolmesTitle:
    
    V.P. Finance
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EXHIBIT A
 OUTLINE AND LOCATION OF PREMISES
 
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(EQUITY OFFICE LOGO)
    
    San Francisco Region-San Jose
1740 Technology Drive, Suite 150
San Jose, California 95110phone 408.346.4000
www.equityoffice.com
  VIA HAND DELIVERY
 th
 RE:
    
    Lease of premises at:
    
    2077 Gateway Place, 5thFloor, San Jose, CaliforniaLANDLORD:
    
    CA-GATWAY OFFICE LIMITED PARTNERSHIPTENANT:
    
    Backweb Technologies, Inc.
      
  cc:
    
    Noemi Campa, Equity Office PropertiesJill Bengston, Equity Office PropertiesCarol Edmiston, Equity Office Properties
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