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                                                                  EXHIBIT 10.51

SILICON VALLEY BANK
                           AMENDMENT TO LOAN DOCUMENTS

BORROWER: PIVOTAL CORPORATION, A BRITISH COLUMBIA CORPORATION ("PARENT");
          AND PIVOTAL CORPORATION, A WASHINGTON CORPORATION ("PIVOTAL US")

ADDRESS:  858 BEATTY STREET, SUITE 700
          VANCOUVER, BRITISH COLUMBIA, CANADA  V6B 1C1

DATE:     OCTOBER 29, 2003


         THIS AMENDMENT TO LOAN DOCUMENTS (THIS "AMENDMENT") is entered into
between SILICON VALLEY BANK ("Silicon"), whose main address is 3003 Tasman
Drive, Santa Clara, California 95054 (and with an office at 4700 Carillon Point,
Kirkland, Washington 98033), and the borrower(s) named above (individually and
collectively, and jointly and severally, the "Borrower"), whose chief executive
office is located at the above address ("Borrower's Address").

         Silicon and Borrower agree to amend the Loan and Security Agreement
between them, dated as of December 30, 2002 (as amended, restated, supplemented,
or otherwise modified from time to time, the "Loan Agreement") and any and all
documents, instruments and agreements relating thereto (collectively, the "Loan
Documents"), all as set forth herein. (Capitalized terms used but not defined in
this Amendment, shall have the meanings set forth in the Loan Agreement.)

1. VIOLATION OF MAXIMUM QUARTERLY NET LOSS FINANCIAL COVENANT; CSL PROVISIONS IN
EFFECT. Silicon and Borrower agree that the Event of Default arising solely from
Borrower's failure to comply with the Maximum Quarterly Net Loss financial
covenant set forth in Section 5 of the Schedule to the Loan Agreement for the
measurement period ended September 30, 2003 (the "Designated Default") hereby is
waived; provided, however, that the CSL Provisions have been (at all times since
the occurrence of the Designated Default), are, and, notwithstanding such
waiver, shall continue to remain, in effect. It is understood by the parties
hereto, however, that the foregoing waiver of the Designated Default does not
constitute a waiver of the aforementioned covenant with respect to any other
date or time period, or of any other provision or term of the Loan Agreement or
any related document, nor an agreement to waive in the future such covenant with
respect to any other date or time period or any other provision or term of the
Loan Agreement or any related document.


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SILICON VALLEY BANK                                 AMENDMENT TO LOAN DOCUMENTS
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2.  AMENDMENTS TO LOAN AGREEMENT.

    (a) The portion of Section 1 of the Schedule to Loan Agreement that
        currently reads:

             1.  CREDIT LIMIT
                 (Section 1.1):     The Credit Limit equals: (a) so long as the
                                    ABL Provisions are not in effect, an amount
                                    not to exceed at any one time outstanding
                                    the result of (i) the Maximum Credit Limit
                                    (as defined below), minus (ii) the sum of
                                    (y) the amount of all outstanding Letters of
                                    Credit (including drawn but unreimbursed
                                    Letters of Credit) and (z) the FX Reserve;
                                    and (b) upon the occurrence of the ABL
                                    Provisions Trigger and so long as the ABL
                                    Provisions are in effect, an amount not to
                                    exceed the result of (i) the lesser of (y)
                                    the Maximum Credit Limit and (z) the sum of
                                    (1) 80% (the "Advance Rate") of the amount
                                    of Borrower's Eligible Accounts (as defined
                                    in Section 8 above) and (2) the amount of
                                    Restricted Pledged Cash (if any) of
                                    Borrower, minus (ii) the sum of (y) the
                                    amount of all outstanding Letters of Credit
                                    (including drawn but unreimbursed Letters of
                                    Credit) and (z) the FX Reserve. The
                                    foregoing clause (b) is an ABL Provision. As
                                    used herein, the term "Maximum Credit Limit"
                                    means, as of any date of determination: (a)
                                    $7,000,000, with respect to any date of
                                    determination before September 30, 2003; and
                                    (b) $6,000,000, with respect to any date of
                                    determination on or after September 30,
                                    2003.

                                    Anything herein to the contrary
                                    notwithstanding, all outstanding Loans shall
                                    be immediately repaid upon the occurrence of
                                    the CSL Provisions Trigger and no further
                                    Loans shall be made so long as the CSL
                                    Provisions are in effect. This paragraph is
                                    a CSL Provision.

, hereby is amended and restated in its entirety to read as follows:

             1.  CREDIT LIMIT
                 (Section 1.1):     The Credit Limit is an amount not to exceed,
                                    at any one time outstanding, the lesser of:
                                    (a) the sum of the below-defined Maximum
                                    Credit Limit plus the below-defined Guidance
                                    Line


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SILICON VALLEY BANK                                 AMENDMENT TO LOAN DOCUMENTS
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                                    Limit (the "Overall Credit Limit"); or (b)
                                    the sum of (I) and (II) below:

               I. Revolving Line of Credit.

                  Revolving Loans:  Subject to the terms and conditions of this
                                    Agreement, and during the period commencing
                                    on the date of this Agreement and ending on
                                    the Business Day immediately preceding the
                                    Maturity Date, Silicon will make revolving
                                    advances ("Loans") in an aggregate amount at
                                    any one time outstanding not to exceed: (a)
                                    so long as the ABL Provisions are not in
                                    effect, an amount not to exceed at any one
                                    time outstanding the result of (i) the
                                    Maximum Credit Limit (as defined below),
                                    minus (ii) the sum of (y) the amount of all
                                    outstanding Letters of Credit (including
                                    drawn but unreimbursed Letters of Credit)
                                    and (z) the FX Reserve; and (b) upon the
                                    occurrence of the ABL Provisions Trigger and
                                    so long as the ABL Provisions are in effect,
                                    an amount not to exceed the result of (i)
                                    the lesser of (y) the Maximum Credit Limit
                                    and (z) the sum of (1) 80% (the "Advance
                                    Rate") of the amount of Borrower's Eligible
                                    Accounts (as defined in Section 8 above) and
                                    (2) the amount of Restricted Pledged Cash
                                    (if any) of Borrower, minus (ii) the sum of
                                    (y) the amount of all outstanding Letters of
                                    Credit (including drawn but unreimbursed
                                    Letters of Credit) and (z) the FX Reserve.
                                    The foregoing clause (b) is an ABL
                                    Provision. As used herein, the term "Maximum
                                    Credit Limit" means, as of any date of
                                    determination: (a) $7,000,000, with respect
                                    to any date of determination before
                                    September 30, 2003; and (b) $6,000,000, with
                                    respect to any date of determination on or
                                    after September 30, 2003.

                                    Anything herein to the contrary
                                    notwithstanding, all outstanding Loans shall
                                    be immediately repaid upon the occurrence of
                                    the CSL Provisions Trigger and no further
                                    Loans shall be made so long as the CSL
                                    Provisions are in effect. This paragraph is
                                    a CSL Provision.


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SILICON VALLEY BANK                                 AMENDMENT TO LOAN DOCUMENTS
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    (b) The following hereby is added at and to the end of Section 1 of the
        Schedule to Loan Agreement:

             PLUS

             II. Guidance Line (FX and Cash Management Services).

                 Guidance Line Limit: $100,000.

                   (a) Guidance Line Foreign Exchange Contracts.

                                    In addition to the FX Forward Contracts that
                                    Borrower may enter into pursuant to the
                                    above Part I of this Section 1 of the
                                    Schedule, Borrower may, under this Part
                                    II(a) of this Section 1 of the Schedule,
                                    enter into other foreign exchange forward
                                    contracts with Silicon, on its standard
                                    forms, under which Borrower commits to
                                    purchase from or sell to Silicon a set
                                    amount of foreign currency more than one
                                    Business Day after the contract date (the
                                    "Guidance FX Forward Contracts"); provided
                                    that the total Guidance FX Forward Contracts
                                    at any one time outstanding may not exceed
                                    10 times the result of (1) the amount of the
                                    result of the Guidance Line Limit set forth
                                    above, minus (2) the aggregate amount of
                                    outstanding Obligations in respect of Cash
                                    Management Services set forth in Part II(b)
                                    below. Silicon may, in its discretion,
                                    terminate the Guidance FX Forward Contracts
                                    at any time that an Event of Default occurs
                                    and is continuing. The Guidance FX Forward
                                    Contracts shall terminate upon the earlier
                                    of (a) the Maturity Date, or (b) any earlier
                                    effective date of termination of this
                                    Agreement (or such later date requested by
                                    Borrower as Silicon may agree in writing in
                                    its sole discretion if and to the extent
                                    Borrower's Obligations in respect of the
                                    Guidance FX Forward Contracts are secured by
                                    cash in amounts and on terms and conditions
                                    acceptable to Silicon in its sole
                                    discretion). Borrower shall execute all
                                    standard form applications and agreements of
                                    Silicon in connection with the Guidance FX
                                    Forward Contracts, and without limiting any
                                    of the terms of such applications and
                                    agreements, Borrower shall pay all standard
                                    fees and charges of Silicon in connection
                                    with



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SILICON VALLEY BANK                                 AMENDMENT TO LOAN DOCUMENTS
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                                    the Guidance FX Forward Contracts. All
                                    amounts that Silicon pays or expends in
                                    respect of any Guidance FX Forward Contracts
                                    shall constitute Obligations hereunder.

                   (b) Guidance Line Cash Management Services.

                                    Subject to the terms and conditions of this
                                    Agreement, and during the period commencing
                                    on the date of this Agreement and ending on
                                    the Business Day immediately preceding the
                                    Maturity Date, Silicon agrees to provide to
                                    Borrower, in an aggregate amount up to the
                                    Cash Management Services Sublimit (as
                                    defined below), one or more cash management
                                    services of Silicon, including merchant
                                    services, business credit card, ACH, and
                                    other services as further identified in one
                                    or more cash management services agreements
                                    and similar agreements entered into between
                                    the parties (collectively all of such
                                    services are referred to herein as the "Cash
                                    Management Services"). Silicon may charge to
                                    Borrower's Loan account, or debit any
                                    deposit account of Borrower maintained with
                                    Silicon for (which debit shall not
                                    constitute a set-off), any amounts that may
                                    become due or owing to Silicon in connection
                                    with the Cash Management Services. Borrower
                                    agrees to execute and deliver to Silicon all
                                    standard form applications and agreements of
                                    Silicon in connection with the Cash
                                    Management Services, and, without limiting
                                    any of the terms of such applications and
                                    agreements, Borrower will pay all standard
                                    fees and charges of Silicon in connection
                                    with the Cash Management Services. The Cash
                                    Management Services shall terminate on the
                                    Maturity Date. From and after the Maturity
                                    Date (or, at Bank's election, from and after
                                    any earlier date of occurrence of an Event
                                    of Default), Borrower's Obligations in
                                    respect of Cash Management Services shall be
                                    secured by cash on terms and conditions
                                    acceptable to Bank. As used herein, the term
                                    "Cash Management Services Sublimit" means an
                                    amount equal to the result of $100,000 minus
                                    one-tenth (1/10th) of the total Guidance FX
                                    Forward Contracts then outstanding.

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SILICON VALLEY BANK                                 AMENDMENT TO LOAN DOCUMENTS
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                   (c) Section 4 of the Schedule to Loan Agreement, which
                       currently reads:

                       4. MATURITY DATE
                          (SECTION 6.1): NOVEMBER 15, 2003.

, hereby is amended and restated in its entirety to read as follows:

                       4. MATURITY DATE
                          (SECTION 6.1): DECEMBER 15, 2003.

                   (d) The portion of Section 5 of the Schedule to Loan
                       Agreement that currently reads:

                          MINIMUM QUALIFYING
                          CASH:     Without limiting the generality of the first
                                    sentence of Section 8(1) of this Schedule,
                                    Pivotal US shall, at all times, maintain
                                    Qualifying Cash on deposit in Deposit
                                    Accounts of Pivotal US maintained with
                                    Silicon in an amount not less than the
                                    Required Deposit Amount plus the
                                    Supplemental Required Deposit Amount As used
                                    herein, the term "Required Deposit Amount"
                                    means, as of any date of determination: (a)
                                    $9,500,000, with respect to any date of
                                    determination on or before August 15, 2003;
                                    (b) $-0-, with respect to any date of
                                    determination during the period commencing
                                    August 16, 2003 and ending September 29,
                                    2003; and (c) $7,000,000, with respect to
                                    any date of determination from and after
                                    September 30, 2003. As used herein, the term
                                    "Qualifying Cash" means Restricted Pledged
                                    Cash of Pivotal US or unrestricted cash of
                                    Pivotal US, in each case, which shall not
                                    directly or indirectly be funded from Loans
                                    or other extensions of credit by Silicon,
                                    and which at all times shall be subject to
                                    Silicon's first-priority perfected security
                                    interest but not encumbered by any other
                                    lien. As used herein, the term "Supplemental
                                    Required Deposit Amount" means, as of any
                                    date of determination, an amount equal to:
                                    (i) until such time (if ever) that Silicon
                                    receives all items required under clauses
                                    (a) and (c) of Section 8(7) of this
                                    Schedule, $550,000; and (b) thereafter,
                                    $-0-.

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SILICON VALLEY BANK                                 AMENDMENT TO LOAN DOCUMENTS
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, hereby is amended and restated in its entirety to read as follows:

                          MINIMUM QUALIFYING
                          CASH:    [Intentionally Omitted]


3.  LIMITED CONSENT TO TALISMA TRANSACTION.

    (a) Borrower has advised Silicon that Parent intends to enter into a
transaction or a substantially contemporaneous series of related transactions,
substantially in accordance with the terms and conditions of that certain
Arrangement Agreement, dated October 7, 2003, among Parent, Talisma Corp.
("Talisma"), 675786 B.C. LTD., a corporation incorporated under the laws of
British Columbia and wholly-owned subsidiary of Talisma ("Acquisitionco"), and
the affiliates of Talisma identified therein as the "Oak Entities" (the
"Arrangement Agreement"; Borrower hereby represents and warrants that attached
hereto as Exhibit A is a true, correct, and complete copy of the Arrangement
Agreement, including all schedules, exhibits, annexes, and appendices thereto),
pursuant to which (i) Acquisitionco shall acquire all of the outstanding shares
of capital stock of Parent, (ii) Acquisitionco and Parent shall amalgamate under
the laws of British Columbia to form the amalgamated entity referred to in the
Arrangement Agreement as "Amalco", so that Amalco shall be a wholly-owned
subsidiary of Talisma and the successor-by-operation-of-law to Parent (such
transaction(s), collectively, the "Talisma Transaction"). Talisma currently is
party to that certain other Loan and Security Agreement, dated as of May 15,
2002 (as amended, restated, supplemented, or otherwise modified from time to
time, the "Talisma Loan Agreement"), between Talisma and Silicon.

    (b) Anything in Sections 3.1, 5.5(i), and 7.1(n) of the Loan Agreement
to the contrary notwithstanding, Silicon hereby consents solely to the Talisma
Transaction; provided, however, that:

            (i) nothing herein shall constitute a waiver of Silicon's
    right to require such modifications (as Silicon may require in its good
    faith business judgment) of the Loan Agreement and/or or the Talisma
    Loan Agreement based upon the consummation of the Talisma Transaction.

             (ii) as conditions to the effectiveness of the foregoing
    consent: (A) each of Talisma and Amalco shall certify in writing to
    Silicon the true and correct legal name of Amalco; (B) Silicon shall
    have received lien searches listing all effective PPSA Registrations
    which name any of Acquisitionco or Amalco as debtor that are registered
    in the applicable registration office, none of which shall cover any of
    the assets of Acquisitionco or Amalco (except (i) Permitted Liens, or
    (ii) as otherwise agreed in writing by Silicon); (C) Silicon shall have
    received an Assumption Agreement, in form and substance satisfactory to
    Silicon, duly executed by Amalco relative to the Obligations of Parent
    and the Loan Documents to which Parent is a party or by which Parent's
    assets are bound; and (D) Silicon shall have received a copy of the
    Certificate of Amalgamation duly issued by the Registrar of Companies
    of the Province of British Columbia with respect to the effectiveness
    of the above-described amalgamation.

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SILICON VALLEY BANK                                 AMENDMENT TO LOAN DOCUMENTS
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    (c) It is understood by Borrower and Silicon, however, that the
foregoing consent does not constitute a consent or waiver under the Loan
Agreement or the other Loan Documents in respect of any matter or set of
circumstances other than the Talisma Transaction, nor an agreement to provide
any consent or waiver in the future under the Loan Agreement or other Loan
Documents in respect of any matter or set of circumstances other than with
respect to the Talisma Transaction. It is also understood by Borrower and
Silicon that the foregoing consent does not constitute a consent or waiver under
the Talisma Loan Agreement in respect of any matter or set of circumstances
whatsoever.

4.  FEES. In consideration for Bank entering into this Amendment, Borrower shall
pay Bank a fee of $2,500 concurrently with the execution and delivery of this
Amendment, which fee shall be non-refundable and in addition to all interest and
other fees payable to Bank under the Loan Documents. Bank is authorized to
charge said fees to Borrower's loan account.

5.  REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon that
all representations and warranties set forth in the Loan Agreement, as amended
hereby, are true and correct in all material respects (except to the extent such
representations may be affected by transactions permitted by the Loan Agreement,
as amended hereby).

6.  GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior written
amendments to the Loan Agreement signed by Silicon and Borrower, and the other
Loan Documents between Silicon and Borrower set forth in full all of the
representations and agreements of the parties with respect to the subject matter
hereof and supersede all prior discussions, representations, agreements and
understandings between the parties with respect to the subject hereof. Except as
herein expressly amended, all of the terms and provisions of the Loan Agreement,
and all other Loan Documents shall continue in full force and effect and the
same are hereby ratified and confirmed.

[remainder of page intentionally left blank; signature page follows]


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SILICON VALLEY BANK                                 AMENDMENT TO LOAN DOCUMENTS
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7.  COUNTERPARTS. This Amendment may be executed in any number of counterparts
and by different parties on separate counterparts, each of which, when executed
and delivered, shall be deemed to be an original, and all of which, when taken
together, shall constitute but one and the same document. Delivery of an
executed counterpart of this Amendment by telefacsimile shall be equally as
effective as delivery of an original executed counterpart of this Amendment.


Borrower:                                   Silicon:

 PIVOTAL CORPORATION,                       SILICON VALLEY BANK
 a British Columbia corporation

                                            By_______________________________
 By_________________________________
       President or Vice President          Title____________________________

 By_________________________________
       Secretary or Ass't Secretary


 PIVOTAL CORPORATION,
 a Washington corporation


 By_________________________________
       President or Vice President

 By_________________________________
       Secretary or Ass't Secretary


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