Exhibit 10.19

LOAN MODIFICATIONAGREEMENT

This Loan Modification Agreement isentered into as of November 21, 2003, by and between Kana Software, Inc. (the"Borrower") and Silicon Valley Bank ("Bank").

1. 	DESCRIPTION OF EXISTING OBLIGATIONS: Among other Obligationswhich may be owing by

Borrower to Bank, Borrower is indebted to Bank pursuant to, among otherdocuments, a Loan and Security

Agreement, dated July 10, 2000, as amended or modified from time to time,(the "Loan Agreement"). The

Loan Agreement provides for, among other things, a Committed Revolving Linein the original principal

amount of Ten Million Dollars ($10,000,000). The Loan Agreement has beenmodified pursuant to, among

other documents, a Loan Modification Agreement dated December 28, 2001,pursuant to which, among

other things, the Committed Revolving Line was decreased to Three MillionDollars ($3,000,000). The Loan

Agreement has been recently modified pursuant to a Loan ModificationAgreement dated November 22,

2002, pursuant to which, among other things, the original principal amount ofthe Committed Revolving Line

increased to Five Million Dollars ($5,000,000). Defined terms used but nototherwise defined herein shall

have the same meanings as set forth in the Loan Agreement.

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred toas the "Obligations."

2. 	DESCRIPTION OF COLLATERAL. Repayment of the Obligations issecured by the Collateral as

described in the Loan Agreement and in an Intellectual Property SecurityAgreement.

Hereinafter, the above-described security documents and guaranties, togetherwith all other documents

securing repayment of the Obligations shall be referred to as the "SecurityDocuments". Hereinafter, the

Security Documents, together with all other documents evidencing or securingthe Obligations shall be

referred to as the "Existing Loan Documents".

3. DESCRIPTION OF CHANGE IN TERMS.

A. Modification(s) to Loan Agreement.

1. 	Sub section (a) of Section 2.3 entitled "Interest Rate,Payments" is hereby

amended in part to provide that, effective as of this date, Advances accrueinterest

on the outstanding principal balance at a per annum rate equal to the greaterof (i)

the Prime Rate or (ii) 4.00%.

2. 	Section 6.6 entitled "Primary Accounts" is hereby deleted inits entirety and

replaced with the words "Intentionally Omitted".

3. 	Section 6.8 entitled "Registration of Intellectual PropertyRights" is hereby

amended in its entirety to read as follows:

Borrower shall not register any Copyrights or Mask Works with the UnitedStates

Copyright Office unless it: (i) has given at least fifteen (15) days' priornotice to

Bank of its intent to register such Copyrights or Mask Works and hasprovided

Bank with a copy of the application it intends to file with the UnitedStates

Copyright Office (excluding exhibits thereto); (ii) executes a securityagreement

or such other documents as Bank may reasonably request in order tomaintain

the perfection and priority of Bank's security interest in the Copyrightsproposed

to be registered with the United States Copyright Office; and (iii) recordssuch

security documents with the United States Copyright Officecontemporaneously

with filing the Copyright application(s) with the United States CopyrightOffice.

Borrower shall promptly provide to Bank a copy of the Copyrightapplication(s)

filed with the United States Copyright Office, together with evidence ofthe

recording of the security documents necessary for Bank to maintain the

perfection and priority of its security interest in such Copyrights or MaskWorks.

Borrower shall provide written notice to Bank of any application filed byBorrower

in the United States Patent Trademark Office for a patent or to registera

trademark or service mark within 30 days of any such filing.

Borrower will (i) protect, defend and maintain the validity andenforceability of the

Intellectual Property and promptly advise Bank in writing of material

infringements and (ii) not allow any Intellectual Property material toBorrower's

business to be abandoned, forfeited or dedicated to the public withoutBank's

written consent.

4.    Section 6.10 entitled "Minimum Unrestricted Cash" is herebydeleted in its entirety and

       replaced with "Compensating Balances" and to read asfollows:

Borrower shall maintain at least $6,000,000 in unrestricted cash and cash

equivalents with or through Bank at all times. If Borrower fails to complywith the

Compensating Balance for ten (10) consecutive Business Days, it shall notbe

deemed as an Event of Default, provided that Borrower pays Bank a one timefee

of Ten Thousand Dollars ($10,000). However, it shall not be construed in anyway

as to cure Borrower's violation of any other Event of Default under theLoan

Agreement or Bank's agreement to (i) waive any other Event of Default underthe

Loan Agreement; or (ii) forbear from exercising its right and remedies if anEvent of

Default occurs, exists or continues under the Loan Agreement.

5.    Section 7.3 entitled "Mergers and Acquisitions" is herebyamended in its entirety to read

 			       as follows:

Merge or consolidate, or permit any of its Subsidiaries to merge orconsolidate,

with any other Person, or acquire, or permit any of its Subsidiaries toacquire, all or

substantially all of the capital stock or property of another Person, exceptwhere (i)

such transactions does not exceed (a) $1,000,000 in cash and (b) $4,000,000in

stocks; (ii) no Event of Default has occurred and is continuing or wouldresult from

such action during the term of this Agreement or result in a decrease of morethan

25% of Tangible Net Worth; and or (iii) merge or consolidate a Subsidiaryinto

another Subsidiary or into Borrower.

6. 	The following defined term under Section 13.1 entitled"Definitions" is hereby

amended to read as follows:

"Revolving Maturity Date" is November 20, 2004.

B. Waiver of Covenant Default(s)
1. 	Bank hereby waives Borrower's existing default under the LoanAgreement by virtue

of Borrower's failure to maintain its primary depository and operatingaccounts with

Bank as described under Section 6.6, as amended herein.

Bank's agreement to waive the above-described default (1) in no way shallbe

deemed an agreement by the Bank to waive Borrower's compliance with theabovedescribed

covenant as of all other dates and (2) shall not limit or impair theBank's

right to demand strict performance of this covenant as of all other dates and(3) shall

not limit or impair the Bank's right to demand strict performance of allother

covenants as of any date.

4. 	CONSISTENT CHANGES. The Existing Loan Documents are herebyamended wherever

necessary to reflect the changes described above.

5. 	NO DEFENSES OF BORROWER. Borrower (and each guarantor andpledgor signing below)

agrees that, as of the date hereof, it has no defenses against paying any ofthe Obligations.

6. 	PAYMENT OF LOAN FEE. Borrower shall pay Bank a fee in theamount of Thirty Seven Thousand

Five Hundred Dollars ($37,500), provided, that Borrower does not move itsoperating accounts to Bank on

or prior to February 21, 2004 ("Loan Fee") plus all out-of-pocketexpenses.

7. 	CONTINUING VALIDITY. Borrower (and each guarantor and pledgorsigning below) understands

and agrees that in modifying the existing Indebtedness, Bank is relying uponBorrower's representations,

warranties, and agreements, as set forth in the Existing Loan Documents.Except as expressly modified

pursuant to this Loan Modification Agreement, the terms of the Existing LoanDocuments remain unchanged

and in full force and effect. Bank's agreement to modifications to theexisting Obligations pursuant to this

Loan Modification Agreement in no way shall obligate Bank to make any futuremodifications to the

Obligations. Nothing in this Loan Modification Agreement shall constitute asatisfaction of the Obligations. It

is the intention of Bank and Borrower to retain as liable parties all makersand endorsers of Existing Loan

Documents, unless the party is expressly released by Bank in writing. Unlessexpressly released herein, no

maker, endorser, or guarantor will be released by virtue of this LoanModification Agreement. The terms of

this paragraph apply not only to this Loan Modification Agreement, but alsoto all subsequent loan

modification agreements.

8. 	CONDITIONS. The effectiveness of this Loan ModificationAgreement is conditioned upon

payment of the Loan Fee.

This Loan Modification Agreement is executed as of the date first writtenabove.
**BORROWER: 							BANK:

KANA SOFTWARE, INC. 					SILICON VALLEY BANK

By:								By:

Name: 								Name:

Title: 								Title:

 **