SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                              November 7, 2002
                     ----------------------------------
                     (Date of earliest event reported)


                              Niku Corporation
           --------------------------------------------------------
           (Exact name of Registrant as specified in its charter)


        Delaware                   000-28797                    77-0473454
-------------------------------------------------------------------------------

(State of Incorporation)     (Commission File No.)            (IRS Employer
                                                             Identification No.)


                              305 Main Street
                       Redwood City, California 94063
        -------------------------------------------------------------
        (Address of principal executive offices, including zip code)


                               (650) 298-4600
            ------------------------------------------------------
            (Registrant's telephone number, including area code)


                              Not Applicable.
       -------------------------------------------------------------
       (Former name or former address, if changed since last report)




ITEM 5.  OTHER EVENTS.

On November 7, 2002, the Company issued a press release announcing the
termination of the lease for its former headquarters at 350 Convention Way,
Redwood City, California. A copy of the press release is filed as Exhibit
99.1 hereto. Copies of the agreements that the Company entered into in
connection with the termination of the lease are also filed as exhibits
hereto.

ITEM 7.  EXHIBITS.

Exhibit Number        Description
--------------        -----------

4.1                   Warrant to Purchase Common Stock of Niku Corporation
                      dated October 31, 2002, in favor of Limar Realty
                      Corp. #30

10.1                  Termination of Lease Agreement dated October 31,
                      2002, between Limar Realty Corp. #30 and Niku
                      Corporation

10.2                  Voting Agreement dated October 31, 2002, between
                      Limar Realty Corp. #30 and Niku Corporation

10.3                  Bill of Sale dated October 31, 2002, between Limar
                      Realty Corp. #30 and Niku Corporation

99.1                  Press Release dated November 7, 2002




                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                         NIKU CORPORATION


 Date:   November 7, 2002                By:    /s/ Joshua Pickus
                                                ------------------------------
                                                Name:  Joshua Pickus
                                                Title: Chief Financial Officer




                               EXHIBIT INDEX
Exhibit
 Number               Description
-------               -----------

4.1                   Warrant to Purchase Common Stock of Niku Corporation
                      dated October 31, 2002, in favor of Limar Realty
                      Corp. #30

10.1                  Termination of Lease Agreement dated October 31,
                      2002, between Limar Realty Corp. #30 and Niku
                      Corporation

10.2                  Voting Agreement dated October 31, 2002, between
                      Limar Realty Corp. #30 and Niku Corporation

10.3                  Bill of Sale dated October 31, 2002, between Limar
                      Realty Corp. #30 and Niku Corporation

99.1                  Press Release dated November 7, 2002

<PAGE>



                                                                 EXHIBIT 4.1




THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
OTHER SECURITIES LAWS. NEITHER THE SECURITIES EVIDENCED BY THIS WARRANT NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE,
ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
LAWS OR IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE LAWS FOLLOWING DELIVERY TO THE COMPANY
OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.

                     THIS WARRANT IS NON-TRANSFERABLE.

Date of Issuance: October 31, 2002                Warrant to Purchase
                                                  14,450,000 Shares of Common
                                                  Stock (subject to adjustment)


                      WARRANT TO PURCHASE COMMON STOCK
                                     of
                              NIKU CORPORATION

This certifies that, for value received, Limar Realty Corp. #30, a
California corporation ("Holder"), is entitled, subject to the terms set
forth below, to purchase from Niku Corporation (the "Company"), a Delaware
corporation, Fourteen Million Four Hundred Fifty Thousand (14,450,000)
shares of the common stock, par value $.0001, of the Company (the "Common
Stock") upon surrender hereof, at the principal office of the Company
referred to below, with the Notice of Exercise form attached hereto duly
executed, and simultaneous payment therefor in lawful money of the United
States or otherwise as hereinafter provided, of the Exercise Price as set
forth in Section 2 below. The term "Warrant" as used herein shall include
this Warrant and any warrants delivered in substitution or exchange
therefor as provided herein. The term "Warrant Shares" as used herein shall
mean the shares of Common Stock purchasable upon the exercise of this
Warrant, as such number may be adjusted from time to time pursuant to
Section 11 hereof.

1.   Term of Warrant. Subject to the terms and conditions set forth herein,
this Warrant shall be exercisable, in whole or in part, during the term
commencing on the date hereof, and ending at 5:00 p.m., Pacific time, on
October 31, 2007, unless earlier terminated in accordance with Section 11
hereof, and shall expire and be void thereafter.

2.   Exercise Price. The price at which this Warrant may be exercised shall
be $0.0001 per Warrant Share (the "Exercise Price"), as such price per
Warrant Share may be adjusted from time to time pursuant to Section 11
hereof.

3.   Exercise of Warrant.

                  (a) The purchase rights represented by this Warrant are
exercisable by the Holder in whole or in part at any time and from time to
time during the term hereof as described in Section 1 above, by (i) the
surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the Holder, at the principal office of
the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company) accompanied by (ii) payment in full
to the Company via wire transfer of immediately available funds or by
certified or official bank check of the aggregate Exercise Price payable in
respect of the number of Warrant Shares purchased upon such exercise.

                  (b) This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise in accordance with Section 3(a) above, and the person entitled to
receive the Warrant Shares issuable upon such exercise shall be treated for
all purposes as the holder of record of such shares as of the close of
business on such date. As promptly as practicable on or after such date and
in any event within twenty (20) days thereafter, the Company at its expense
shall issue and deliver to the person or persons entitled to receive the
same a certificate or certificates for the number of Warrant Shares
issuable upon such exercise. In the event that the such exercise of this
Warrant is in part only, the Company shall, unless this Warrant shall have
expired, issue and deliver at its expense to the Holder a new warrant
(dated the date hereof) identical to this Warrant (except in respect of the
number of Warrant Shares for which it may be exercised) evidencing the
right to purchase a number of Warrant Shares equal (without giving effect
to any adjustment herein) to the number of Warrant Shares called for on the
face of this Warrant minus the sum of (i) the number of such Warrant Shares
purchased by the Holder upon such exercise and, (ii) only in the case of an
exercise pursuant to Section 3(c) below), the number of Warrant Shares
represented by the difference between "X" and "Y" in the formula set forth
in Section 3(c) below.

                  (c) Net Issue Exercise. If the fair market value of one
share of Common Stock is greater than the Exercise Price (at the date of
calculation, the calculation being set forth below), in lieu of exercising
this Warrant for cash, the Holder may elect to receive Warrant Shares equal
to the quotient X determined in accordance with the formula set forth below
by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Notice of Exercise and notice of such
election:

                  X =        Y (A - B)
                             ---------
                                 A

                  X =        the number of shares of Common Stock to be
                             issued to the Holder

                  Y =        the number of shares of Common Stock
                             purchasable under the Warrant (at the date of
                             such calculation)

                  A =        the fair market value of one share of the
                             Company's Common Stock (at the date of such
                             calculation)

                  B =        Exercise Price (as adjusted to the date of
                             such calculation)


For purposes of the above calculation, the fair market value of one share
of Common Stock shall equal the average of (i) the closing prices quoted on
the Nasdaq National Market or Nasdaq SmallCap Market or (ii) the last
reported sale prices of the Common Stock on any exchange on which the
Common Stock is listed or (iii) the closing bid and asked prices of the
Common Stock quoted in the Over-The-Counter Market Summary, whichever is
applicable, in each case for the ten (10) trading days prior to the date of
determination of fair market value, as published in the Western Edition of
The Wall Street Journal; provided, however, that if no such public market
for the Company's Common Stock exists at the time of such exercise, the
fair market value of one share of Common Stock shall be determined by the
Company's Board of Directors in good faith.

4.   No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would
otherwise be entitled, the Company shall make a cash payment equal to the
Exercise Price multiplied by such fraction.

5.   Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the
Company or, in the case of mutilation, on surrender and cancellation of
this Warrant, the Company at its expense shall execute and deliver, in lieu
of this Warrant, a new warrant of like tenor and amount.

6.   Rights of Stockholders. The Holder shall not be entitled to vote or
receive dividends or be deemed the holder of any Warrant Shares issuable
upon the exercise hereof (or any other securities of the Company that may
pursuant to Section 11.2 hereof at any time be issuable on the exercise
hereof) for any purpose, nor shall anything contained herein be construed
to confer upon the Holder, as such, (i) any of the rights of a stockholder
of the Company, (ii) any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof or to give
or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of
par value, or change of stock to no par value, consolidation, merger,
conveyance, or otherwise), (iii) subject to Section 9 below, to receive
notice of meetings, or (iv) to receive dividends or subscription rights or
otherwise until and to the extent that the Warrant shall have been
exercised as provided herein.

7.   Transfer of Warrant.

                  (a) Warrant Register. The Company will maintain a
register (the "Warrant Register") containing the name and address of the
Holder. The Holder of this Warrant may change its address as shown on the
Warrant Register by written notice to the Company requesting such change.
Any notice or written communication required or permitted to be given to
the Holder may be delivered or given by mail to such Holder as shown on the
Warrant Register and at the address shown on the Warrant Register. The
Company may treat the Holder as shown on the Warrant Register as the
absolute owner of this Warrant for all purposes, notwithstanding any notice
to the contrary.

                  (b) Warrant Agent. The Company may, by written notice to
the Holder, appoint an agent for the purpose of maintaining the Warrant
Register referred to in Section 7(a) above, issuing the Warrant Shares,
exchanging this Warrant, replacing this Warrant, or any or all of the
foregoing. Thereafter, any such registration, issuance, exchange, or
replacement, as the case may be, shall be made at the office of such agent.

                  (c) Transferability and Non-negotiability of Warrant.
This Warrant may not be transferred or assigned in whole or in part, except
to a successor by operation of law to the Holder.

                  (d) Compliance with Securities Laws.

                           (i) The Holder of this Warrant, by acceptance
         hereof, acknowledges that this Warrant and the Warrant Shares
         issuable upon the exercise hereof (or any other securities of the
         Company that may pursuant to Section 11.2 hereof be issuable on
         the exercise hereof) are being or will be acquired solely for the
         Holder's own account and not as a nominee for any other party, and
         for investment, and that the Holder (A) will not offer, sell,
         pledge, distribute, transfer or otherwise dispose of this Warrant,
         and (B) will not offer, sell, pledge, distribute, transfer or
         otherwise dispose of the Warrant Shares (or such other securities)
         to be issued upon exercise hereof, in either case except (1) under
         circumstances that will not result in a violation of the
         Securities Act of 1933, as amended (the "Securities Act") or any
         state securities laws or, (2) subject to subsection (c) above, in
         a transaction that is exempt from the registration requirements of
         the Securities Act and applicable state securities laws following
         delivery to the Company of an opinion of counsel satisfactory to
         the Company that such registration is not required.

                           (ii) The Holder understands that neither this
         Warrant nor the Warrant Shares to be issued upon exercise hereof
         have been registered under the Securities Act by reason of a
         specific exemption therefrom, that the Holder may be required to
         hold this Warrant and any Warrant Shares to be issued upon
         exercise hereof indefinitely, and that the Holder must, therefore,
         bear the economic risk of such investment indefinitely, unless a
         subsequent disposition of such Warrant Shares is registered under
         the Act or is exempt from such registration.

                           (iii) All shares of Common Stock to be issued
         upon exercise hereof (or any other securities of the Company that
         may pursuant to Section 11.2 hereof be issuable on the exercise
         hereof) shall be stamped or imprinted with a legend in
         substantially the following form (in addition to any legend
         required by state securities laws or the Company's certificate or
         bylaws):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. THESE SECURITIES MAY BE
NOT SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND APPLICABLE LAWS OR IN A TRANSACTION THAT IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
LAWS FOLLOWING DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

8.   Reservation of Stock. The Company covenants that during the term this
Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the
issuance of the Warrant Shares issuable upon the exercise of this Warrant
and, from time to time, will take all steps necessary to amend its Amended
and Restated Certificate of Incorporation (the "Certificate") to provide
sufficient reserves of Common Stock issuable upon exercise of this Warrant.
The Company further covenants that all shares of Common Stock that may be
issued upon the exercise of rights represented by this Warrant and payment
of the Exercise Price, all as set forth herein, will be free from all
taxes, liens and charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously or otherwise
specified herein). The Company agrees that its issuance of this Warrant
shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock upon the exercise of this Warrant.

9.   Notices.

                  (a) Upon the written request of the Holder, whenever the
Exercise Price or number of shares purchasable hereunder shall be adjusted
pursuant to Section 11 hereof, the Company shall issue a certificate signed
by its Chief Financial Officer setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated, and the Exercise Price and the number
of Warrant Shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such certificate to be mailed (by
first-class mail, postage prepaid) to the Holder of this Warrant.

                  (b) In case:

                           (i) The Company shall take a record of the
         holders of its Common Stock (or other securities at the time
         receivable pursuant to Section 11.2 hereof upon the exercise of
         this Warrant) for the purpose of entitling them to receive any
         dividend or other distribution, or any right to subscribe for or
         purchase any shares of stock of any class or any other securities,
         or to receive any other right, or

                           (ii) of any capital reorganization of the
         Company, any reclassification of the capital stock of the Company,
         any consolidation or merger of the Company with or into another
         corporation, any conveyance of all or substantially all of the
         assets of the Company to another corporation, or any meeting of
         the Company's stockholders called for the purpose of approving any
         transaction pursuant to which securities of the Company
         representing the power to cast a majority (assuming for such
         purpose the exercise of the then unexercised portion of this
         Warrant) of the eligible votes at a meeting of the Company's
         stockholders are to be acquired by any person or group of persons,
         or

                           (iii) of any voluntary dissolution, liquidation
         or winding-up of the Company,

then, and in each such case, the Company will give to the Holder a notice
specifying, as the case may be, (A) in the case of clause (i) above, the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such
dividend, distribution or right, or (B) in the case of clauses (ii) and
(iii) above, the date on which such reorganization, reclassification,
consolidation, merger, conveyance, meeting, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of
which the holders of record of Common Stock (or other securities at the
time receivable pursuant to Section 11.2 hereof upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or
such other securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be sent at least
10 business days prior to the date therein specified.

                  (c) All such notices, advices and communications shall be
given by hand delivery, United States mail, facsimile, or overnight air
courier guaranteeing next day delivery to the following address: (i) if to
Holder, at the address or facsimile number set forth on the signature pages
hereto, with a copy to Kay & Merkle, 100 The Embarcadero, Penthouse, San
Francisco, California, 94105, Facsimile number (415) 512 9277, Attention:
Walter F. Merkle, Esq., and (ii) if to the Company, at the address or
facsimile number set forth on the signature pages hereto, attention Chief
Financial Officer. All such notices shall be deemed to have been duly given
at the time delivered, if personally delivered; five (5) business days
after being deposited in the United States mail, postage prepaid if mailed
(so long as a fax copy is sent and receipt acknowledged within two (2)
business days after mailing); when receipt acknowledged, if sent by
facsimile (so long as a copy is sent by overnight air courier for next-day
delivery); and next business day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next business day delivery. The
parties may change the address to which notices are given by giving five
(5) days prior written notice of such change in accordance herewith.

10.   Amendments.

                  (a) Any term of this Warrant may be amended with the
written consent of the Company and the Holder.

                  (b) No waivers of, or exceptions to, any term, condition
or provision of this Warrant, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such term,
condition or provision.

11.   Adjustments. The Exercise Price and the number of shares of Common
Stock purchasable hereunder are subject to adjustment from time to time as
follows:

         11.1   Merger, Sale of Assets, etc. If at any time while this
Warrant, or any portion hereof, is outstanding and unexpired there shall be
(i) a reorganization (other than a combination, reclassification, exchange
or subdivision of shares otherwise provided for in Section 11.2 or 11.3
below), (ii) a merger or consolidation of the Company with or into another
corporation in which the Company is not the surviving entity, or a reverse
triangular merger in which the Company is the surviving entity but the
shares of the Company's capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into other property, whether
in the form of securities, cash, or otherwise, (iii) an acquisition
(pursuant to any tender offer or exchange offer or any corporate action
approved by the Company's shareholders) by any person or group of persons
of securities of the Company representing the power to cast a majority
(assuming for such purpose the exercise of the then unexercised portion of
this Warrant) of the eligible votes at a meeting of the Company's
stockholders or (iv) a sale or transfer of all or substantially all of the
Company's assets to any other person, then, provided the Company shall have
complied with its obligations under Section 9 hereof in respect of such
corporate action, as applicable, this Warrant shall be cancelled as of 5:00
p.m., Pacific time, on the business day prior to the effective date of such
reorganization, merger, consolidation, acquisition, sale or transfer unless
exercised in accordance with Section 3 above prior to such time.

         11.2   Reclassification, etc. If the Company, at any time while this
Warrant, or any portion hereof, remains outstanding and unexpired shall by
reclassification of securities or otherwise change any of the securities as
to which purchase rights under this Warrant exist into the same or a
different number of securities of any other class or classes, this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with
respect to the securities that were subject to the purchase rights under
this Warrant immediately prior to such reclassification or other change and
the Exercise Price therefor shall be appropriately adjusted, all subject to
further adjustment as provided in this Section 11.

         11.3   Split, Subdivision or Combination of Shares. If the Company
at any time while this Warrant, or any portion hereof, remains outstanding
and unexpired shall split or subdivide or combine the Common Stock (or
other securities at the time receivable pursuant to Section 11.2 hereof
upon the exercise of this Warrant) as to which purchase rights under this
Warrant exist, into a different number of securities of the same class, the
Exercise Price for such securities shall be proportionately decreased in
the case of a split or subdivision or proportionately increased in the case
of a combination, and the number of shares purchasable hereunder shall be
proportionally increased in the case of a split or subdivision or
proportionally decreased in the case of a combination.

         11.4   No Impairment. The Company will not, by any voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to
be observed or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions of this Section
11 and in the taking of all such action as may be necessary or appropriate
in order to protect the rights of the Holder of this Warrant against
impairment.

12.   Registration Provisions

         12.1   Registration of Shares. The Company agrees that within sixty
(60) calendar days of the date hereof it shall use its commercially
reasonable efforts to file, at its own expense, a Registration Statement
(as defined below) under the Securities Act covering the resale of the
Warrant Shares and will use its commercially reasonable efforts to cause
such Registration Statement to be declared effective as soon as practicable
and in no event later than six (6) months from the date hereof (or the next
business day if such day is a holiday or weekend). If through use of
Company's commercially reasonable efforts the registration has not been
effected within the time period described in the above sentence, Company is
obligated to continue to use commercially reasonable efforts to effect a
registration of the Warrant Shares. The date on which any Registration is
required to be effective is referred to as the "Required Registration Date"
with respect to such Registration Statement. The obligations to have any
such Registration Statement declared effective on or before the Required
Registration Date and to maintain such effectiveness as provided in this
Section 12 are referred to herein as the "Registration Requirement."

         12.2   The registration statement filed or required to be filed
under the Securities Act in accordance with Section 12.1 hereof, along with
any amendments and additional registration statements, is referred to as
the "Registration Statement." The Company will provide prompt written
notice to the Holder when the Registration Statement has been declared
effective by the SEC. If the transfer agent issues any stock certificates
to Warrant Holder prior to the Registration Statement being declared
effective by the SEC, such stock certificates shall bear a restrictive
legend stating that the shares are unregistered in substantially the form
in Section 7(d)(iii) above. Once the Registration Statement has been
declared effective by the SEC, Warrant Holder may request that the transfer
agent re-issue any stock certificates issued prior to the Registration
Statement without such restrictive legend. Legal counsel for the Company
shall promptly supply transfer agent with the information transfer agent
requires of Company to remove such legend, including but not limited to an
opinion letter stating that the shares should not bear the restrictive
legend referred to in Section 7(d)(iii) above and a copy of the
Registration Statement. If any stock certificates are issued after the
Registration Statement has been declared effective by the SEC, the Company
will supply the transfer agent with sufficient documentation, including but
not limited to a copy of the Registration Statement, for the transfer agent
to issue the Warrant Holder stock certificates without the restrictive
legend referred to in Section 7(d)(iii) above.

         12.3   The Company will: (A) keep the Registration Statement
effective until the earlier of (x) the third (3rd) anniversary of the date
hereof and (y) the date all of the Warrant Shares registered on such
Registration Statement are no longer held by the Holder (such earlier
period, the "Registration Period"); (B) prepare and file with the SEC such
amendments and supplements to such Registration Statement and the
prospectus used in connection with such Registration Statement (as so
amended and supplemented from time to time, the "Prospectus") as may be
necessary to comply with the provisions of the Securities Act with respect
to the disposition of all Warrant Shares registered thereunder; (C) furnish
such number of Prospectuses and other documents incident thereto, including
any amendment of or supplement to the Prospectus, as Holder from time to
time may reasonably request; and (D) bear all fees and expenses incurred in
connection with the performance by the Company of its obligations under
this Section 12 whether or not the Registration Statement is declared
effective, other than fees and expenses, if any, of counsel or other
advisors to the Holder or underwriting discounts, brokerage fees and
commissions incurred by the Holder. The Holder will have the right to
review the description of the selling stockholder, plan of distribution and
all other references to the Holder and its affiliates contained in the
Registration Statement and each Prospectus.

         12.4   The Company will furnish to the Holder upon request a
reasonable number of copies of a supplement to or an amendment of any
Prospectus as may be necessary in order to facilitate the public sale or
other disposition of all or any of the Warrant Shares by the Holder or any
of its affiliates pursuant to the Registration Statement.

         12.5   Notwithstanding anything else in this Section 12 if, at any
time during which a Prospectus is required to be delivered in connection
with the sale of any Warrant Shares, the Company determines in good faith
that a development has occurred or a condition exists as a result of which
the Registration Statement or the Prospectus contains a material
misstatement or omission, or that a material transaction in which the
Company is engaged or proposes to engage would require an amendment to the
Registration Statement, a supplement to the Prospectus, or a filing under
the Exchange Act or other public disclosure of material information and the
disclosure of such transaction would be injurious to the consummation of
the transaction, the Company will immediately notify the Holder thereof by
telephone and in writing. Upon receipt of such notification, the Holder
will immediately suspend all offers and sales of Warrant Shares pursuant to
the Registration Statement. In such event, the Company at its cost will
amend or supplement the Registration Statement and the Prospectus or make
such filings or public disclosures as promptly as practicable and will take
such other steps as may be required to permit sales of the Warrant Shares
thereunder by the Holder in accordance with applicable federal and state
securities laws. The Company will promptly notify the Holder after it has
determined in good faith that such sales have become permissible in such
manner and will promptly deliver copies of the Registration Statement and
the Prospectus (as so amended or supplemented, if applicable) to the Holder
in accordance with this Section 12. Notwithstanding the foregoing the
aggregate periods during which such sales may be suspended ("Blackout
Periods") at any time will not exceed ninety (90) calendar days in any
twelve-month period.

         12.6   The provisions of this Section 12 shall terminate in the
event that the Company otherwise is no longer subject to Section 13 or
15(d) of the Exchange Act or upon a acquisition or merger of the Company or
the sale of all or substantially all of its assets.

13.   Descriptive Headings and Governing Law. The description headings of the
several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. This Warrant
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of Delaware, without
regard to conflicts of law provisions.

14.   Holder Representation. The Holder hereby makes the representations set
forth in Annex I attached hereto and shall have executed Annex I in
connection with this Warrant.


         IN WITNESS WHEREOF, Niku Corporation has caused this Warrant to be
executed by its officers thereunto duly authorized.



NIKU CORPORATION


By:/s/ Joshua Pickus
   -------------------------
     Name:  Joshua Pickus

     Title:   CFO
     Address: Niku Corporation
              305 Main Street
              Redwood City, California 94063

     Fax No.: 650-298-4601



Holder:  LIMAR REALTY CORP. #30



By:/s/ Theodore H. Kruttschnitt
   ----------------------------
     Name:    Theodore H. Kruttschnitt

     Title:   President
     Address: Limar Realty Group
              1730 South El Camino Real, Suite 400
              San Mateo, California 94402

     Fax No.: 650-525-9345





                             NOTICE OF EXERCISE


To:      NIKU CORPORATION

         1. The undersigned hereby (A) elects to purchase ______ shares of
Common Stock of Niku Corporation, pursuant to the provisions of Section
3(a) of the attached Warrant, and tenders herewith via wire transfer of
immediately available funds or by certified or official bank check payment
of the purchase price for such shares in full or (B) elects to exercise
this Warrant for the purchase of ______ shares of Common Stock, pursuant to
the provisions of Section 3(c) of the attached Warrant, and shall be deemed
to have tendered $     (1) as payment for such shares of Common Stock in
accordance with the terms of the Warrant.

         2. In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock are being acquired solely for
the account of the undersigned and not as a nominee for any other party,
and for investment, and that the undersigned will not offer, sell, pledge,
hypothcate, transfer or otherwise dispose of any such shares of Common
Stock except pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act") and applicable
state laws or in a transaction exempt from such registration requirements
following delivery to the Company of an opinion of counsel satisfactory to
the Company that such registration is not required.

         3. The undersigned is an accredited investor as defined in Rule
501(a) of Regulation D promulgated under the Securities Act.

         4. Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name
as is specified below:


                                                   ----------------------------
                                                   (Name)




        LIMAR REALTY CORP. #30

        By:
             Name:
             Title:
             Date:

-------------------

(1)   Provide calculation in accordance with Section 3(c) of the Warrant.




                                                                    Annex I

Date: October 31, 2002

TO: Niku Corporation, a Delaware corporation (the "Company)

1.   The undersigned has received copies of the Company's most recent
publicly-filed documents, consisting of the Annual Report and 10-K, Proxy
Statement, each 10-Q and 8K filed subsequent to last 10-K, and has had
access to such other information as it deems necessary or appropriate in
deciding to acquire the Securities and the opportunity to ask questions and
receive answers from the Company regarding such information. The
undersigned has had a significant business relationship with the Company
unrelated to its acquisition of the Securities. The undersigned is an
"accredited investor" within the meaning of Rule 501(a) under the
Securities Act of 1933, as amended (the "Securities Act") and has such
knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risk of the investment in the
Securities and of bearing the economic risk of such an investment.

2.   The undersigned is acquiring the Securities for the undersigned's own
account (not for the benefit of any other person) for investment only and
not with a view toward resale or distribution thereof within the meaning of
the Securities Act. The undersigned has no present intention of selling or
distributing the Securities.

3.   The undersigned understands that the Securities have not been registered
under the Securities Act inasmuch as they are being acquired from the
Company in a transaction not involving a public offering, in reliance upon
a specific exemption contained in the Securities Act and applicable
regulations promulgated thereunder, and that the Securities may not be
offered for sale, resold or otherwise transferred without registration
under the Securities Act or an exemption therefrom. The undersigned
realizes that the Company's reliance on such exemption is predicated on the
undersigned's representations set forth herein.

4.   The undersigned is familiar with Rule 144 under the Securities Act,
which in substance permits public resale in a non-public offering of
"restricted securities" such as the Securities acquired from the issuer,
subject to the satisfaction of the conditions set forth in Rule 144,
including the holding period and, if applicable, volume conditions set
forth therein. The undersigned will not sell or otherwise transfer any of
the Securities except pursuant to an effective registration statement or
unless it has provided the Company with written assurances in form and
substance customary in such circumstances that (i) the proposed sale or
other transfer does not require registration under the Securities Act or
(ii) all appropriate action necessary for compliance with an exemption from
registration under the Securities Act (including Rule 144) has been taken.

5.   The undersigned understands that the Company's stock transfer records
will be noted to reflect such restrictions on transferability of the
Securities as, in the judgment of the Company are necessary or desirable in
order to achieve compliance with the Securities Act, the securities laws of
any state or any other law, and the certificate evidencing such securities
will bear a legend in substantially the following form:

         "THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THE SECURITIES
EVIDENCED BY THIS WARRANT NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND APPLICABLE LAWS OR IN A TRANSACTION THAT IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
LAWS FOLLOWING DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."




               Signature:                          /s/ Theodore H. Kruttschnitt
                                                   ----------------------------
               Name (print):                       Theodore H. Kruttschnitt

               Title (if applic.):                 President

               Company (if applic.):               Limar Realty Corp. #30



<PAGE>

                                                               EXHIBIT 10.1



                       TERMINATION OF LEASE AGREEMENT



         This Termination of Lease Agreement ("Termination Agreement") is
entered into as of this 31st day of October 2002, by and between LIMAR
REALTY CORP #30, a California corporation ("Landlord") and NIKU
CORPORATION, a Delaware corporation ("Tenant"), with respect to the
following facts:

                                  Recitals

         A. Landlord, as successor to DLC Redwood City, a California
limited partnership, and Tenant are parties to that certain Office Lease
dated March 28, 2000 (the "Lease"), covering that certain building located
at 350 Convention Way in the City of Redwood City, County of San Mateo,
State of California, consisting of approximately 75,945 rentable square
feet, and more particularly described in the Lease (the "Premises").

         B. There is pending, in the Superior Court of California for the
County of San Mateo, a Complaint entitled Limar Realty Corp. #30 v. Niku,
Inc, Case No. Civ 424301 (hereinafter referred to as the "Action") in
which, among other things, Landlord alleges that Tenant has breached the
Lease.

         C. The Tenant has determined that the cost the Tenant would
sustain if it continues to occupy the Premises is greater than the cost
Tenant now desires to incur. The Tenant has taken the position that it has
already surrendered possession of the Premises and terminated the Lease,
and the Landlord takes the position that the Lease remains in effect.
Without waiver of Tenant's foregoing position (which is maintained
throughout this Termination Agreement), Tenant states that it has made an
independent decision to terminate the Lease and the Tenant acknowledges and
agrees that, given the costs to the Tenant of maintaining the Lease, and
the likely inability of the Tenant to avoid very significant costs through
subleasing the Premises or otherwise (including but not limited to being
potentially liable for any shortfall after Landlord has mitigated its
damages), the Tenant is receiving reasonably equivalent value by reason of
termination of the Lease in exchange for payment by the Tenant of the
consideration to be paid to Landlord as described in this Termination
Agreement.

         D. The Landlord is willing to acknowledge and accept Tenant's
termination of the Lease, and terminate the Lease, in accordance with the
provisions of this Termination Agreement, and Landlord and Tenant desire to
settle all disputes which exist between them, including, but not limited to
the Action, pursuant to the terms and conditions set forth below.


         NOW, THEREFORE, for valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

         1. Capitalized Terms. Capitalized terms not defined herein shall
have the meaning set forth in the Lease.

         2. Agreement. Landlord and Tenant hereby agree to terminate the
Lease and Landlord agrees to dismiss the Action in accordance with the
terms and conditions of this Termination Agreement. Landlord and Tenant
agree that, subject to satisfaction or waiver of the conditions set forth
in Paragraph 6 below, the Lease shall terminate as of October 10, 2002 (the
"Termination Date"), and, notwithstanding anything to the contrary in the
Lease, shall thereafter be of no further force and effect. Subject to
satisfaction or waiver of the conditions set forth in Paragraph 6 below,
all of Tenant's rights in and to the Premises and obligations with respect
to the Premises shall terminate as of the Termination Date and Tenant
hereby quitclaims all of its right, title and interest to the Premises
under the Lease to Landlord as of the Termination Date. Subject to
satisfaction or waiver of the conditions set forth in Paragraph 6 below,
the right of the Tenant to occupy and possess the Premises shall terminate
effective as of the Termination Date and, as of the Termination Date,
Tenant shall be deemed to have surrendered the Premises to Landlord.

         3. Payment of Rent. In connection with termination of the Lease,
and subject to the condition described in Paragraph 7(a) below, Tenant
shall pay to Landlord, on the date set forth in Paragraph 8 below, (a) the
accrued and unpaid amounts of Basic Rent and Additional Rent payable
pursuant to the Lease through August 15, 2002, as well as (b) unpaid late
fees and costs, all in the aggregate amount of Eight Hundred Ninety-Four
Thousand Seventy Five Dollars and Ninety-Nine Cents ($894,075.99) (the
"Rent Payment"). In addition to the Rent Payment, Tenant shall pay to
Landlord on the date set forth in Paragraph 8 below, the (a) accrued and
unpaid amounts of Basic Rent and Additional Rent payable pursuant to the
Lease from August 16, 2002 through October 10, 2002, as well as (b) unpaid
late fees and costs, all in the aggregate amount of One Million Fifteen
Thousand Dollars ($1,015,000.00) (the "Additional Rent Payment"). Landlord
and Tenant stipulate that the Rent Payment and Additional Rent Payment
figures set forth above shall be deemed to be those monies due under the
Lease and through October 10, 2002, and that no other monies are due by
Tenant thereunder through October 10, 2002.

         4. Lease Termination Consideration. As full consideration for the
termination of the Lease, and subject to the condition described in
Paragraph 7(a) below, Tenant shall pay or deliver to Landlord, on or before
the applicable dates or occurrence of events described in Paragraph 8
below, all of the following:

                  (a) Tenant shall pay to Landlord, by wire transfer
(pursuant to the wire instructions attached as Exhibit I) in
immediately-available funds, the total sum of Five Million Six Hundred and
Seventy Nine Thousand Five Hundred Dollars ($5,679,500) (the "Cash
Payment") in two installments when and as set forth in Paragraph 8 (a)(i)
and (ii) below;

                  (b) Tenant shall deliver to Landlord an original
fully-executed bill of sale ("Bill of Sale") in the form attached hereto as
Exhibit A, which Bill of Sale shall convey to Landlord the tangible
personal property of Tenant listed on Schedule 1 to Exhibit A hereto
(collectively, "Personal Property"). The Personal Property shall be
conveyed by Tenant to Landlord, free of encumbrances and liens of any kind
whatsoever;

                  (c) Tenant shall execute and deliver to Landlord a
warrant for the purchase of common shares in the form attached hereto as
Exhibit B (the "Warrant"). The Warrant shall provide for a right of
Landlord to purchase 14,450,000 shares of the common stock of Tenant at a
price per share of $0.0001, as more particularly described in Exhibit B
attached hereto; and

                  (d) Effective as of the date on which the provisions of
Paragraph 7(a) below are satisfied in full, Tenant shall convey and release
to Landlord, and hereby does convey and release to Landlord, the Security
Deposit as defined in the Lease subject to the provisions of Paragraph 11
below.

         5. Additional Documents. In connection with the Warrant, Landlord
and Tenant will execute a Voting Agreement ("Voting Agreement") in the form
attached hereto as Exhibit C, and Landlord and Farzad Dibachi and Rhonda
Dibachi ("Key Shareholders") will execute a Tag-Along Agreement in the form
attached hereto as Exhibit D ("Tag-Along Agreement"). Tenant shall cause
the Key Shareholders to execute and deliver the Tag-Along Agreement.

         6. Landlord's Conditions. The obligations of Landlord pursuant to
this Termination Agreement, as well as the termination of the Lease, are
subject to the satisfaction of all of the following conditions precedent,
which conditions are for the benefit of Landlord only and the satisfaction
of which may be waived only in writing by Landlord:

                  (a) Tenant shall have directed its bank to pay, in a
timely manner, payment of all amounts required to be paid by Tenant to
Landlord pursuant to Paragraphs 8(a)(i) and (ii) and Paragraph 11 of this
Termination Agreement by wire transfer in immediately available funds;

                  (b) Tenant shall have timely delivered to Landlord all
documents required to be delivered by Tenant pursuant to Paragraphs
8(a)(iii), (iv), (v) and (vi) of this Termination Agreement; and

                  (c) Within seven (7) days of the later to occur of (i)
final execution of this Termination Agreement and (ii) Landlord's delivery
to the issuing bank of the request for draw against the Letter of Credit
(as defined below), Landlord shall have received cash in the amount of Five
Million Eight Hundred Seventy-Eight Thousand One Hundred Forty-Three
Dollars ($5,878,143.00) representing the draw against the Letter of Credit
as more particularly described and provided for in Paragraph 11 below.

         7. Tenant's Conditions The obligations of Tenant pursuant to this
Termination Agreement, are subject to the satisfaction on or before the
dates or occurrences set forth below in this Paragraph 7 of all of the
following conditions precedent, which conditions are for the benefit of
Tenant only and the satisfaction of which may be waived only in writing by
Tenant:

                  (a) On or before November 4, 2002, Landlord shall have
timely delivered to Tenant all documents required to be delivered by
Landlord pursuant to the provisions of Paragraph 8(b)(i) and (ii); and

                  (b) On or before February 11, 2003, a Final Dismissal
shall be delivered to Lizbeth R. Gordon at Gordon & Rees as more
particularly described in Paragraph 8(b)(iii).

         8. Deliveries. On or before the dates or occurrences specified
below in this Paragraph 8, each of Landlord and Tenant, as applicable,
shall deliver the described documents and Tenant shall cause its bank to
pay as described below, the required payments, as follows:

                  (a) Tenant shall deliver to Landlord the following
documents, cause its bank to pay via wire transfer (pursuant to the wire
instructions attached as Exhibit I) the required payments as described
below, and comply with the terms of Paragraph 11 as it concerns the
Security Deposit as provided below:

                           (i) On or before November 6, 2002, Tenant shall
cause its bank to pay to Landlord by wire transfer (providing to Walter F.
Merkle a federal wire reference number), in immediately available funds,
the (x) Rent Payment ($894,075.99) and (y) the first installment Four
Million Six Hundred Seventy-Nine Thousand Five Hundred Dollars
($4,679,500.00) of the Cash Payment ("Initial Cash Payment"), for a total
of Five Million Five Hundred Seventy-Three Thousand Five Hundred
Seventy-Five Dollars and 99/100 Cents ($5,573,575.99);

                           (ii) On February 3, 2003, Tenant shall cause its
bank to pay to Landlord by wire transfer (providing to Walter F. Merkle a
federal wire reference number), in immediately available funds, the (x)
Additional Rent Payment ($1,015,000.00), and (y) the second installment
(One Million Dollars ($1,000,000.00)) of the Cash Payment (collectively
"Subsequent Cash Payment"), for a total of Two Million Fifteen Thousand
Dollars ($2,015,000.00). If Tenant fails to cause its bank as described
above to pay the Subsequent Cash Payment on February 3, 2003, Tenant shall
then owe Landlord an additional payment of Two Million Dollars
($2,000,000.00) ("Additional Cash Payment") due and payable immediately
upon written demand. Notwithstanding any provision to the contrary of this
Termination Agreement, it is acknowledged and agreed that, except in the
case where the Tenant causes its bank no later than February 3, 2003 to pay
the Subsequent Cash Payment to Landlord by wire transfer in immediately
available funds, in which case the total Cash Payment is in the amount
described in Paragraph 4(a), the Cash Payment (which will include the
Additional Cash Payment) is to be in the amount of Seven Million Six
Hundred and Seventy-Nine Thousand Five Hundred Dollars ($7,679,500.00)
resulting in a total Subsequent Cash Payment in the amount of Four Million
Fifteen Thousand Dollars ($4,015,000.00). Provided only that the full
amount of the Subsequent Cash Payment (i.e. $2,015,000.00) is paid on or
before February 3, 2003, the full amount of the Cash Payment is Five
Million Six Hundred and Seventy-Nine Thousand Five Hundred Dollars
($5,679,500.00), and the Additional Cash Payment shall not be paid or
payable. If the Subsequent Cash Payment in the amount of Two Million
Fifteen Thousand Dollars ($2,015,000.00) is paid in full on or before
February 3, 2003, the Landlord has agreed to forego payment of the
Additional Cash Payment, thereby discounting the total consideration
reasonably receivable by Landlord in connection with termination of the
Lease;

                           (iii) Tenant shall deliver to Landlord the
counterpart original of the fully-executed Bill of Sale by November 5,
2002, as well as a counterpart original of a fully executed Termination
Agreement;

                           (iv) Tenant shall deliver to Landlord the
counterpart original of the fully-executed Warrant by November 5, 2002;

                           (v) Tenant shall deliver to Landlord on behalf
of the Key Shareholders a counterpart original of the fully-executed
Tag-Along Agreement by November 5, 2002;

                           (vi) Tenant shall deliver to Landlord a
counterpart original of the fully-executed Voting Agreement by November 5,
2002; and

                           (vii) Upon satisfaction of the conditions set
forth in Paragraph 7(a), the conveyance of the Security Deposit by Tenant
to Landlord shall be effective subject to the provisions of Paragraph 11
below.

                  (b) Landlord shall deliver the following documents:

                           (i) No later than November 4, 2002, Landlord
shall execute and deliver to Tenant two originals of this Termination
Agreement, the Bill of Sale, the Warrant, the Tag-Along Agreement, and the
Voting Agreement; and

                           (ii) No later than November 5, 2002, Landlord
shall deliver a Request for Dismissal without Prejudice of the entire
Action with respect to all Defendants (the "First Dismissal"), and such
First Dismissal shall be in the form attached hereto as Exhibit E. Landlord
shall deliver the Request for Dismissal to Gordon & Rees, LLP, Attention
Lizbeth R. Gordon, Esq.

                           (iii) No later than February 11, 2003, provided
Landlord's conditions set forth in Paragraph 6 are satisfied, Landlord shall
deliver to Gordon & Rees, Attention Lizbeth R. Gordon, Esq., a Request for
Dismissal with Prejudice of the entire Action with respect to all Defendants
(the "Final Dismissal"), and such Final Dismissal shall be in the form
attached hereto as Exhibit F.

         9. Failure of Conditions. If any of the conditions set forth in
Paragraphs 6 or 7 above are not satisfied or are not waived within the time
periods prescribed, as the same may be extended by written agreement of
Landlord and Tenant in their sole and absolute discretion, then and only
then the party (i.e. either Landlord or Tenant) to whom the benefit of the
failed condition accrues shall be entitled to terminate this Termination
Agreement by giving written notice to the other, in which case this
Termination Agreement shall terminate and be of no force or effect and (i)
to the extent Landlord has received from Tenant any of the following and/or
any rights and benefits existing therewith: the Rent Payment, Additional
Rent Payment, the Cash Payment (including Initial Cash Payment and the
Subsequent Cash Payment), any Additional Cash Payment, the Bill of Sale and
the Personal Property described therein, the Warrant and any common shares
purchased pursuant thereto, the Tag-Along Agreement, the Voting Agreement,
and the Security Deposit (including the Cash Deposit and the Letter of
Credit) (collectively, the "Termination Consideration"), Landlord shall
promptly return and refund, as applicable, such Termination Consideration,
and the terms and provisions of the Termination Agreement and its related
documents delivered by Tenant hereunder shall be deemed to no longer inure
to the benefit of Landlord or its successors and assigns in any regard, and
(ii) to the extent Tenant has received from Landlord the First Dismissal
(without prejudice), Landlord shall be entitled to pursue its claims in the
Action. In the event of a termination of this Termination Agreement,
pursuant to the provisions of this Paragraph 9, the Lease shall remain in
full force and effect and unmodified, and each of Landlord and Tenant shall
be entitled to enforce their respective rights pursuant to the Lease. In
addition, in the event of any termination of this Termination Agreement,
notwithstanding any provisions to the contrary of this Termination
Agreement with the exception of Paragraph 11 below, including without
limitation the above provisions of this Paragraph 9, Landlord shall be
entitled to retain, subject to Paragraph 11 below, the Cash Deposit as a
portion of the Security Deposit under the Lease, and shall in addition be
entitled to retain the cash received by Landlord pursuant to the Letter of
Credit as the remainder of the Security Deposit under the Lease until such
time, if ever, that Tenant replaces the Letter of Credit with a substitute
letter of credit issued by a bank and in a form reasonably acceptable to
Landlord. Landlord and Tenant each agree that, notwithstanding any term or
provision of this Termination Agreement and/or any other agreements
represented by the exhibits attached hereto, neither Landlord nor Tenant
shall have any grounds for termination of this Termination Agreement and/or
any other aforementioned agreements except in the case of a failure of any
of the conditions in Paragraph 6 or 7 above, as applicable.

         10. Surrender of Premises. Tenant has vacated and surrendered the
Premises to Landlord in its current "AS-IS" condition, notwithstanding any
requirements to the contrary contained in the Lease. Landlord's acceptance
of any of the Termination Consideration shall be deemed Landlord's
acceptance of the condition of the Premises as of the Termination Date.
Notwithstanding anything to the contrary contained in the Lease or this
Termination Agreement, Tenant shall not be required to remove the Personal
Property or any Alterations or other property of Tenant from the Premises,
or be responsible for the cost of any such removal.

         11. Security Deposit. Landlord and Tenant acknowledge that
Landlord presently holds as the Security Deposit under the Lease consisting
of (i) a cash deposit in the amount of Two Million Nine Hundred Forty
Thousand Dollars ($2,940,000.00) (the "Cash Deposit") and (ii) a letter of
credit in the amount of Five Million Eight Hundred Seventy Eight Thousand
One Hundred and Forty Three Dollars ($5,878,143.00) (the "Letter of
Credit"). Upon satisfaction of the condition set forth in Paragraph 6(b)
above, Tenant agrees that Landlord shall promptly draw down the entire
amount of the Letter of Credit. Landlord covenants to deliver to the
issuing bank under the Letter of Credit within two (2) business days
following the satisfaction of the conditions described in Paragraph 6(b)
above all documentation reasonably necessary to enable Landlord to obtain
the proceeds of the Letter of Credit. As partial consideration for
Landlord's agreement to terminate the Lease and dismiss the Action in the
manner set forth herein, Tenant hereby agrees, provided the Lease remains
terminated and this Termination Agreement remains in full force and effect,
that Landlord shall be entitled to retain for its own account (x) the
entire Cash Deposit ($2,940,000.00) and (y) all proceeds of the Letter of
Credit ($5,878,143.00). Tenant hereby acknowledges and agrees that upon
satisfaction of the conditions described in Paragraph 7(a) and (b) above,
and provided the Lease remains terminated and this Termination Agreement
remains in full force and effect, Tenant shall have no rights whatsoever
with respect to any portion of the Cash Deposit or Letter of Credit
proceeds, and that such proceeds shall be retained by Landlord free of any
claim of Tenant. In the event that the Lease is reinstated for any reason
whatsoever under this Termination Agreement or otherwise, the full proceeds
from the Cash Deposit shall be retained by Landlord as a cash security
deposit pursuant to the provisions of the Lease, as well as the cash
proceeds deriving from the Letter of Credit until such time, if ever, as
the cash proceeds deriving from the Letter of Credit are replaced by a new
letter of credit in a form and from an issuing bank reasonably acceptable
to Landlord, at which time such cash proceeds derived from the Letter of
Credit shall be repaid by Landlord to Tenant. Tenant agrees to promptly
execute any further documentation required by the issuing bank under the
Letter of Credit to effectuate the terms and conditions of this Paragraph
11.

         12. No Assignment or Encumbrance. Following its execution of this
Termination Agreement, Tenant agrees not to assign, sublet or otherwise
transfer the Lease or the Premises, or any portion thereof, or any of
Tenant's interest therein, or any of the Personal Property. Tenant warrants
and represents to Landlord that it has not assigned the Lease or sublet or
transferred the Premises, or any portion thereof, or any of its interest
therein, prior to its execution of this Termination Agreement. Tenant
further represents and warrants that Tenant has not conveyed, encumbered,
or otherwise transferred any interest in all or any portion of the Personal
Property.

         13. Releases.

                  (a) Effective as of the Termination Date, and provided
that this Termination Agreement remains in full force and effect, Landlord
fully and unconditionally releases and discharges Tenant and its agents,
employees, officers, directors and shareholders from all duties,
liabilities and obligations arising from, under, or related to the Lease,
including, without limitation, the Action and any cause of action of any
nature, both known and unknown claims, including but not limited to causes
of action arising out of or in connection with the Lease, the Action or any
other obligations or duties of Tenant thereunder.

                  (b) Effective as of the Termination Date, and provided
that this Termination Agreement remains in full force and effect, Tenant
hereby fully and unconditionally releases and discharges Landlord and its
agents, employees and members from all obligations arising from, under or
related to the Lease, including, without limitation, any cause of action of
any nature, both known and unknown claims, including but not limited to
causes of action arising out of or in connection with the Lease, the Action
or any other obligations or duties of Landlord thereunder.

                  (c) The release and discharge of Landlord or Tenant as
stated above does not extend to breaches of the obligations of Landlord or
Tenant, as the case may be, under this Termination Agreement, and any
material misrepresentation in this Termination Agreement.

                  (d) With respect to the matters released herein, each of
the parties expressly waives the provisions of California Civil Code
section 1542, which provides:

                  "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
                  AT THE TIME OF EXECUTING  THE  RELEASE,  WHICH IF KNOWN
                  BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
                  THE DEBTOR."

                  TK                                           JP
                  Landlord Initials                            Tenant Initials

                  (e) Landlord and Tenant agree that this Termination
Agreement may be used to obtain an injunction against the other party to
enjoin that party from prosecuting any of the claims released herein. This
Termination Agreement may also be used to obtain the specific performance
of any party hereunder who fails to perform as agreed in this Termination
Agreement. If such injunction or specific performance is sought and
granted, any party enjoined or whose specific performance is ordered must
pay the moving party's attorneys' fees and costs.

         14. Certification to Landlord: Tenant hereby certifies to
Landlord, with respect to Tenant's right in occupancy of the Premises, that
the following statements are true as of the date hereof:

                  (a) Tenant owns and holds the entire interest of Tenant
under the Lease;

                  (b) There exist no subleases entered into by Tenant
affecting the Premises or any part thereof;

                  (c) Tenant has not assigned, transferred, conveyed or
encumbered Tenant's interest under the Lease or any part thereof;

                  (d) Tenant has full authority to execute and deliver this
Termination Agreement, and the undersigned signatory has received authority
from Tenant to act on its behalf and execute and deliver this Termination
Agreement to Landlord (and such Termination Agreement is binding and
enforceable against Tenant in accordance with its terms);

                  (e) Subject to the terms and provisions of the Bill of
Sale, Tenant has not conveyed, encumbered, or otherwise transferred any
interest in the Personal Property or any portion of the Personal Property;

                  (f) The condensed consolidated balance sheet of Tenant,
attached hereto as Exhibit G is the same balance sheet distributed by
Tenant to the public in connection with its announcement of the results for
its second fiscal quarter; and

                  (g) The summary of the capital structure of the Tenant
(on a fully-diluted basis) attached hereto as Exhibit H is true and correct
in all material respects as of the date indicated. If there are any
inaccuracies that are detrimental to the Landlord, Tenant shall immediately
cause to be delivered additional common stock shares to Landlord under the
same terms as the Warrant to remedy any inaccuracies, and Landlord agrees
to accept same in full satisfaction.

         15. Certification to Tenant. Landlord hereby certifies to Tenant
the following:

                  (a) Landlord owns and holds all right, title, and
interest of the Landlord in and to the Premises, including without
limitation, all right, title, and interest in and to the Lease; and

                  (b) Landlord has full and complete authority to execute
and deliver this Termination Agreement to Tenant, no further consent from
any person, including but not limited to any lender, is required for this
Termination Agreement to become effective, and the undersigned signatory
has received authority from Landlord to act on its behalf and execute and
deliver this Agreement to Tenant (and such Termination Agreement is binding
and enforceable against Landlord in accordance with its terms).

         16. Indemnification.

                  (a) Tenant shall indemnify, defend and hold harmless
Landlord from and against any and all loss, damage, injury, liability,
claim, cause of action, action, judgment, cost or expense (including,
without limitation, reasonable attorney's fees but excluding consequential
damages) with respect to any violation or breach of any of the provisions
of Paragraph 14 of the Termination Agreement, and such indemnification,
defense and hold harmless obligation shall survive the termination of the
Lease.

                  (b) Landlord shall indemnify, defend and hold harmless
Tenant from and against any and all loss, damage, injury, liability, claim,
cause of action, action, judgment, cost or expense (including, without
limitation, reasonable attorney's fees but excluding consequential damages)
with respect to any violation or breach of any of the provisions of
Paragraph 15 of the Termination Agreement, and such indemnification,
defense and hold harmless obligation shall survive the termination of the
Lease.

                  (c) Tenant shall indemnify, defend and hold harmless
Landlord from and against any and all loss, damage, injury, liability,
claim, cause of action, action, judgment, cost or expense (including,
without limitation, reasonable attorney's fees but excluding consequential
damages) arising from any lawsuit filed against Landlord by any third
party, including creditors and shareholders of Tenant, with respect to the
subject matter of this Termination Agreement or any of the transactions
contemplated hereby, except to the extent the foregoing results from any
breach, negligence or willful misconduct of Landlord, in which case
Landlord shall indemnify, defend and hold harmless Tenant from all such
results. Such indemnification, defense and hold harmless obligations shall
survive the termination of the Lease.

         17. Attorneys' Fees. In the event that either party to this
Termination Agreement shall institute any action or proceeding against the
other party arising out of or based upon this Termination Agreement, or by
reason of any default hereunder, the prevailing party in such action or
proceeding shall be entitled to recover from the other party all costs of
such action or proceeding, including reasonable attorneys' fees.

         18. Costs. Each party shall bear its own costs, including
brokerage and attorneys' fees, with respect to the termination of the Lease
and the execution and delivery of this Termination Agreement. Landlord
acknowledges that any brokerage and attorneys' fees incurred in reletting
the Premises shall be borne entirely by Landlord, provided the Lease is not
reinstated under the terms of this Termination Agreement.

         19. Entire Agreement. This Termination Agreement (and the exhibits
attached hereto) represent the entire understanding between the parties
hereto with respect to the early termination of the Lease. This Termination
Agreement shall not be modified by either party by oral representation made
before or after the execution of this Termination Agreement, and all
modifications shall be in writing signed by the party against whom
enforcement of such modification is to be sought.

         20. Conflict. Notwithstanding any other term or provision in this
Termination Agreement, in the event of any conflict or inconsistency
between a specific term and/or provision of the Lease and a specific term
and/or provision of this Termination Agreement, the relevant specific term
and/or provision of this Termination Agreement shall prevail for purpose of
resolving any such conflict or inconsistency. Further, notwithstanding any
other term or provision in this Termination Agreement, in the event of any
conflict or inconsistency between a specific term and/or provision of this
Termination Agreement without exhibits thereto, on the one hand, and this
Termination Agreement with exhibits thereto, on the other hand, the
relevant specific term and/or provision of this Termination Agreement
without the specific term and/or provision of the relevant exhibit thereto
that creates the conflict or inconsistency shall prevail for purpose of
resolving any such conflict or inconsistency.

         21. Notices. Except as otherwise expressly provided in this
Termination Agreement, all notices desired or required to be given under
this Termination Agreement shall be delivered in the manner and to the
addresses set forth for Landlord and Tenant in the Lease.

         22. Successors and Assigns. This Termination Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

         23. Reliance. Landlord acknowledges that Tenant is relying on
Landlord's representations and agreements made in this Termination
Agreement and based upon that reliance, shall make public statements
regarding the termination of the Lease consistent with the terms of this
Termination Agreement. Landlord and Tenant acknowledge that if Landlord
were to breach the terms of this Termination Agreement, Tenant would be
severely damaged; and, in the event of such breach, Landlord agrees that it
shall indemnify, defend and hold harmless Tenant from all damages arising
therefrom. Tenant acknowledges that Landlord is relying on Tenant's
representations and agreements made in this Termination Agreement, and in
the event that Tenant were to breach the terms of this Termination
Agreement, Landlord would be severely damaged. In such event, Tenant agrees
that it shall indemnify, defend, and hold harmless Landlord from all
damages arising therefrom.

         24. Reinstatement. Tenant agrees that in the event that the
consideration paid by the Tenant to Landlord, hereunder, is declared by a
court of competent jurisdiction to be fraudulent or preferential, and is
required in whole or in part to be paid over to a trustee,
debtor-in-possession, receiver or similar party, under any local, state,
federal, or other insolvency law or laws providing for relief to debtors,
or in equity, then Landlord shall have all the rights available to it under
the Lease, as if the Lease had not been terminated, and the Lease shall be
deemed to be reinstated.

         25. No Other Adverse Proceedings. Landlord and Tenant each
represent and Warrant that (a) neither it, nor its agents, employees,
officers, directors, shareholders and/or members have filed or caused to be
filed any complaints, charges, lawsuits, requests for relief or any other
claim of any nature whatsoever against the other party or its agents,
employees, officers, directors, shareholders and members concerning any of
the subject matter underlying or covered by this Termination Agreement
and/or the agreements represented by exhibits thereto, the Lease or the
Action with any local, county, state and/or federal agency and/or court,
and (b) neither party nor the aforementioned other related persons or
entities shall file and/or cause to be filed any such complaints, charges,
lawsuits, requests for relief or any other claims of any nature whatsoever
against the other party or its same related persons or entities concerning
any of the aforementioned subject matter with any of the same entities.

         26. Severability. If any term or provision of this Termination
Agreement (including exhibits thereto) is for any reason held to be
invalid, unenforceable or contrary to any public policy, law, statute
and/or ordinance, then the remainder of this Termination Agreement
(including exhibits thereto) shall not be affected thereby and shall remain
valid and fully enforceable.

         27. Counterparts. This Termination Agreement may be executed in
counterparts and all so executed shall constitute an agreement that shall
be binding upon all parties and their successors and assigns.

         28. Waiver. Any purported or actual waiver on the part of one
party, by that party's performance in whole or part under this Termination
Agreement or by any other conduct of that party, notwithstanding the breach
by the other party of any term, covenant or condition contained in this
Termination Agreement, shall not be deemed to be a waiver of such term,
covenant or condition.

         29. Construction. The language of all parts of this Termination
Agreement shall in all cases be construed to have been drafted and prepared
by all parties and their counsel.

         IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the date first written above.


LANDLORD:                                            TENANT:
LIMAR REALTY CORP. #30,                              NIKU CORPORATION,
a California corporation                             a Delaware corporation


By:   /s/ Theodore H. Kruttschnitt                By:   /s/ Joshua Pickus
   -------------------------------                   ------------------------
Name: Theodore H. Kruttschnitt                    Name: Joshua Pickus
Its:  President                                   Its:  CFO


<PAGE>


                                                              EXHIBIT 10.2




                              NIKU CORPORATION

                              VOTING AGREEMENT

         THIS VOTING AGREEMENT (the "Agreement") is entered into as of
October 31, 2002 between Niku Corporation, a Delaware corporation (the
"Company") and Limar Realty Corp. #30, a California corporation (the
"Warrant Holder").

                                 RECITALS:

         WHEREAS, in connection with the full and final settlement of the
Company's obligations under a certain lease, among other actions taken or
to be taken, the Company has issued to the Holder, as of the date hereof, a
warrant (the "Warrant") to purchase 14,450,000 shares of the Company's
common stock, par value $0.0001 per share (the "Common Stock"); and

         WHEREAS, the Warrant Holder is entering into this Agreement in
order to induce the Company to execute and deliver the Termination of Lease
Agreement dated as of the date hereof, between the Company and the Warrant
Holder (the "Termination Agreement") and to consummate the transactions
contemplated thereby.

         NOW, THEREFORE, in consideration of the promises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledge, the parties hereto agree as follows:

                                 ARTICLE 1

                                   VOTING

         1.1 Warrant Shares.

The Warrant Holder agrees to hold all 14,450,000 shares beneficially owned
by it as of the date hereof (the "Common Shares") subject to, and to vote
the Common Shares (following issuance thereof in whole or in part in
connection with the exercise of the Warrant at any time and from time to
time) in accordance with, the provisions of this Agreement.

         1.2 Voting; Irrevocable Proxy.

The Warrant Holder agrees to vote the Common Shares on any matter presented
to stockholders of the Company (and to consent in respect of the Common
Shares on any matter in respect of which written consents are solicited) at
the Warrant Holder's option between clauses (a) and (b) (but in every case
to vote as set forth in clause (a) or clause (b)), (a) in the case where
the Company's Board of Directors has made a recommendation to the Company's
stockholders to vote in favor of or against any matter presented at such
meeting (or has made a recommendation to the Company's stockholders to
deliver a written consent to any matter in respect of which written
consents are solicited), in the manner so recommended by the Company's
Board of Directors (it being understood, in the case where the Company's
Board of Directors shall have changed its recommendation in respect of such
matter to the Company's stockholders, that such vote (or consent) shall be
in the manner most recently recommended by the Company's Board of
Directors) or (b) in the same proportion as all other shares of Common
Stock which are present at the applicable meeting and eligible to vote are
actually voted (for such purposes ignoring all abstentions and broker
non-votes), or, in the case where written consents are solicited or
otherwise sought from stockholders of the Company with respect to any
matter presented to stockholders of the Company, to consent in favor of
such matter in the same proportion as all other shares of Common Stock
eligible to consent with respect to such matter validly consented thereto;
provided, however, in all instances the votes cast in the case of a
stockholder meeting (or consents) in respect of all shares of Common Stock
owned by Farzad Dibachi, Rhonda Dibachi and any partnership, corporation,
limited liability company, trust, or other entity of which Farzad Dibachi
or Rhonda Dibachi is an officer, director, trustee, or managing member, or
is directly or indirectly a stockholder, member, partner or otherwise
holder of a beneficial interest (collectively, "Dibachi Shares")(and, in
the case of solicited written consents, all Dibachi Shares) shall be
ignored in calculating such proportion.

This Proxy shall be exercised in accordance with clause (b) above unless
the Warrant Holder shall have indicated to the proxy holder no later than
five days in advance of the applicable meeting date (or, in the case of any
written consent solicitation, no later than five days in advance of the
date on which written consents received in respect of the applicable matter
become effective provided that the written consent solicitation was given
to the Warrant Holder at least 10 days prior to the applicable effective
date) that it elects to have the Common Shares voted in the manner
indicated in clause (a) above, in which case this proxy shall be exercised
in accordance with clause (a) above.

Contemporaneously with each exercise of the Warrant, and as a condition to
any issuance by the Company of Common Shares thereunder, the Warrant Holder
shall deliver to the Company a proxy in the form attached to this Agreement
as Exhibit A, which (except as provided therein) shall be irrevocable prior
to the Expiration Date (as defined below) to the fullest extent permitted
by law, with respect to the Common Shares (the "Proxy").

         1.3 Legend.

                  1.3.1. The Warrant Holder acknowledges that upon issuance
of any Common Shares, there shall be imprinted or otherwise placed, on
certificates representing the Common Shares the following restriction
legend (the "Legend"):

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  TERMS AND CONDITIONS OF A VOTING AGREEMENT ("VOTING
                  AGREEMENT") WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING
                  OF THE SHARES REPRESENTED HEREBY.  SUBJECT TO CERTAIN
                  EXCEPTIONS AS SET FORTH IN THE VOTING AGREEMENT, ANY PERSON
                  ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO
                  AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF
                  SUCH AGREEMENT.  A COPY OF SUCH VOTING AGREEMENT WILL BE
                  FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT
                  CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL
                  PLACE OF BUSINESS."

                  1.3.2. Subject to the provisions of Section 1.4 below,
the Company agrees that, during the term of this Agreement, it will not
remove, and will not permit to be removed (upon registration of transfer,
reissuance or otherwise) the Legend for any such certificate and will place
or cause to be placed the Legend on any new certificate issued to represent
Common Shares theretofore represented by a certificate carrying the Legend.

         1.4 Successors. Except in respect of any sale or sales of any
Common Shares effected pursuant to any public trading market for the Common
Stock to a third party unaffiliated with the Warrant Holder (including,
without limitation, any Nasdaq market), which shares shall no longer be
deemed "Common Shares" for purposes of this Agreement or any proxy granted
pursuant hereto, (a) the provisions of this Agreement shall be binding upon
the successors in interest to any of the Common Shares and (b) the Company
shall not permit the transfer of any of the Common Shares on its books or
issue a new certificate representing any of the Common Shares unless and
until the person to whom such security is to be transferred shall have
executed a written Agreement, substantially in the form of this Agreement,
pursuant to which such person becomes a party to this Agreement and agrees
to be bound by all the provisions hereof as if such person were the Warrant
Holder.

         1.5 Other Rights. Except as provided by this Agreement, the
Warrant Holder can exercise the full rights of a stockholder with respect
to the Common Shares upon issuance thereof.

                                 ARTICLE 2

                                TERMINATION

This Agreement shall continue in full force and effect from the date hereof
through the earlier of (such date, the "Expiration Date") (a) the date upon
which the Warrant Holder and its affiliates shall have sold the last of the
Common Shares (or upon expiration of the Warrant without exercise thereof),
or (b) the closing of any merger or consolidation of the Company with any
other corporation or other entity, or other corporate reorganization of the
Company, in which the holders of the Company's outstanding voting stock
immediately prior to such transaction own, immediately after such
transaction, securities representing less than fifty percent (50%) of the
voting power of the corporation or other entity surviving such transaction
or the closing of the sale of all or substantially all of the assets of the
Company (not including for such purpose any transaction resulting in the
acquisition by Farzad Dibachi or his affiliates of more than fifty percent
(50%) of the voting power of the corporation or other entity surviving such
transaction).



                                 ARTICLE 3

                               MISCELLANEOUS

         3.1 Ownership. The Warrant Holder represents and warrants to the
Company that (a) it now owns the Warrant, and upon issuance, will own the
Common Shares, free and clear of liens or encumbrances, and has not and
will not execute or deliver any proxy or enter into any other voting
agreement or similar arrangement in respect of the Common Stock and (b) it
has full power and capacity to execute, deliver and perform this Agreement,
which has been duly executed and delivered by, and evidences the valid and
binding obligation, of the Warrant Holder enforceable in accordance with
its terms.

         3.2 Further Action. Except in respect of any sale or sales of
Common Shares effected pursuant to any public trading market for the Common
Stock (including, without limitation, any Nasdaq market), if and whenever
any beneficial ownership interest in the Common Shares is transferred, the
Warrant Holder shall do all things and execute and deliver all documents
and make all transfers and cause any transferee of the Common Shares to do
all things and execute and deliver all documents, as may be necessary to
consummate such sale consistent with this Agreement.

         3.3 Specific Performance. The parties hereto hereby declare that
is impossible to measure in money the damages which will accrue to a party
hereto or to their heirs, personal representatives, or assigns by reason of
a failure to perform any of the obligations under Agreement and agree that
the terms of this Agreement shall be specially enforceable. If any party
hereto or his heirs, personal representatives, or assigns institutes any
action or proceeding to specifically enforce the provisions hereto, any
person against whom such action or proceeding is brought hereby waives the
claim or defense therein that such party or such personal representative
has an adequate remedy at law, and such person shall not offer in any such
action or proceeding the claim or defense that such remedy at law exists.

         3.4 Governing Law. This Agreement, and the rights of the parties
hereto, shall be governed by and construed in accordance with the laws of
the State of Delaware as such apply to agreements among Delaware residents
made and to be performed entirely within the State of Delaware.

         3.5 Amendment. This Agreement may be amended only by an instrument
in writing signed by the Company and the Warrant Holder.

         3.6 Severability. If any provision of this Agreement is held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.

         3.7 Successors. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors, assigns
other legal representatives.

         3.8 Additional Shares. In the event that subsequent to the date of
this Agreement any shares or other securities (other than any share or
security of another corporation issued to the Company's stockholders
pursuant to a plan of merger or other reorganization satisfying the
description in Article 2) are issued on, or in exchange for, Common Shares
by reasons of any stock dividend, stock split, consolidation of shares,
reclassification or consolidation involving the Company, such shares or
securities which are issued to Warrant Holder shall be deemed to be Common
Shares for purposes of this Agreement, and each certificate representing
such shares shall bear the legend set forth in Section 1.3.1.

         3.9 Counterparts. This Agreement may be executed in or more
counter parts, each of which will be deemed an original but all of which
together shall constitute one and the same agreement.

         3.10 Waiver. No waivers of any breach of this Agreement extended
by any party hereto any other party shall be construed as a waiver of any
rights or remedies of any other party hereto or with respect to any
subsequent breach.

         3.11 Entire Agreement. This Agreement and the exhibits hereto,
along with the Warrant and the Termination Agreement, constitute the full
and entire understanding and agreement between the parties with regard to
the subject hereof and thereof and no party shall be liable or bound to any
other in any manner by any representations, warranties, covenants, and
agreements except as specifically set forth herein and therein.

         IN WITNESS WHEREOF, the parties hereto have executed the Voting
Agreement as of the date set forth in the first paragraph hereof.

COMPANY                              WARRANT HOLDER

NIKU CORPORATION                     LIMAR REALTY CORP. #30


By:     /s/ Joshua Pickus            By:     /s/ Theodore H. Kruttschnitt
    ---------------------               ---------------------------------
Name:   Joshua Pickus                Name:   Theodore H. Kruttschnitt
Title:  CFO                          Title:  President




                                 EXHIBIT A

                         FORM OF IRREVOCABLE PROXY

                  The undersigned, Limar Realty Corp. #30, a California
corporation (the "Warrant Holder"), hereby irrevocably (to the fullest
extent permitted by law) appoints and constitutes Niku Corporation, a
Delaware corporation (the "Company"), the attorney and proxy of the
undersigned with full power of substitution and resubstitution, to the full
extent of the undersigned's rights with respect to all the outstanding
shares of capital stock of the Company owned of record by the undersigned
as of the date of this proxy, which shares are specified on the final page
of this proxy (the "Common Shares"). Upon the execution hereof, all prior
proxies given by the undersigned with respect to any of the Common Shares
are hereby revoked, and the undersigned agrees that no subsequent proxies
will be given with respect to any of the Common Shares except in connection
with any subsequent exercise of the Warrant, at which time such subsequent
proxy shall cover all Common Shares owned of record by the undersigned at
such time.

                  This proxy is irrevocable, is coupled with an interest,
is granted pursuant to the undersigned's obligations under the Voting
Agreement dated as of October 31, 2002, between the Company and the
undersigned (the "Voting Agreement") and is granted in consideration of the
Company having entered into the Termination Agreement of even date herewith
and providing the Termination Consideration (as such term is defined in the
Termination Agreement) thereunder. Capitalized terms used but not defined
in this irrevocable proxy have the meanings ascribed to them in the Voting
Agreement.

                  The attorney and proxy named above (and its successor(s))
will be empowered, and may exercise this irrevocable proxy, to vote the
Common Shares at any meeting of the stockholders of the Company, however
called, and at every adjournment or postponement thereof, or in connection
with any solicitation of written consents from stockholders of the Company,
to vote the Common Shares (or consent in respect of the Common Shares), at
the Warrant Holder's option and subject to the next paragraph hereof, (a)
in the case where the Company's Board of Directors has made a
recommendation to the Company's stockholders to vote in favor of or against
any matter presented at such meeting (or has made a recommendation to the
Company's stockholders to deliver a written consent to any matter in
respect of which written consents are solicited), in the manner so
recommended by the Company's Board of Directors (it being understood, in
the case where the Company's Board of Directors shall have changed its
recommendation in respect of such matter to the Company's stockholders,
that such vote (or consent) shall be in the manner most recently
recommended by the Company's Board of Directors) or (b) in the same
proportion as all other shares of Common Stock which are present at such
meeting and eligible to vote are actually voted (for such purposes ignoring
all abstentions and broker non-votes), or, in the case where written
consents are solicited or otherwise sought from stockholders of the
Company, to consent in favor of such matter in the same proportion as all
other shares of Common Stock eligible to consent with respect to such
matter validly consent thereto; provided, however, in all instances the
votes cast in the case of a stockholder meeting (or consents) in respect of
all shares of Common Stock owned by Farzad Dibachi or Rhonda Dibachi or any
partnership, corporation, limited liability company, or other entity of
which Farzad Dibachi or Rhonda Dibachi is an officer, director, trustee or
managing member, or is directly or indirectly a stockholder, member,
partner, or otherwise holder of a beneficial interest (collectively,
"Dibachi Shares")(and, in the case of solicited written consents, all
Dibachi Shares), shall be ignored in calculating such proportion.

                  This proxy shall be exercised in accordance with clause
(b) above unless the Warrant Holder shall have indicated to the proxy
holder no later than five days in advance of the applicable meeting date
(or, in the case of any written consent solicitation, no later than five
days in advance of the date on which written consents received in respect
of the applicable matter become effective provided that the written consent
solicitation was given to the Warrant Holder at least 10 days prior to the
applicable effective date) that it elects to have the Common Shares voted
in the manner indicated in clause (a) above, in which case this proxy shall
be exercised in accordance with clause (a) above.

                  The undersigned acknowledges that it may not vote (or
grant any consent with respect to) the Common Shares on any matter.

                  Except in respect of any sale or sales of any Common
Shares effected pursuant to any public trading market for the Common Stock
to a third party unaffiliated with the Warrant Holder (including, without
limitation, any Nasdaq market), which shares shall no longer be deemed
"Common Shares" for purposes of this Agreement or any proxy granted
pursuant hereto, this proxy shall be binding upon the estate, executors,
successors and assigns of the undersigned (including any transferee of any
of the Common Shares.

                  If any provision of this proxy or any part of any such
provision is held under any circumstances to be invalid or unenforceable in
any jurisdiction, then (a) such provision or part thereof shall, with
respect to such circumstances and in such jurisdiction, be deemed amended
to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent, (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction, and (c)
the invalidity or unenforceability of such provision or part thereof shall
not affect the validity or enforceability of the remainder of such
provision or the validity or enforceability of any other provision of this
proxy. Each provision of this proxy is separable from every other provision
of this proxy, and each part of each provision of this proxy is separable
from every other part of such provision.

                  This proxy shall terminate, and be of no further force
and effect, automatically upon the Expiration Date (as defined in the
Voting Agreement).



[Continued on next page]


Number of shares of common stock of the Company owned of record as of the
date of this proxy, giving effect to the exercise of the Warrant in
connection with which this proxy is being delivered:


_______________




Dated: ___________, 200_


           LIMAR REALTY CORP. #30

           By:____________________________________

           Name: Theodore H. Kruttschnitt

           Title: President


<PAGE>


                                                              EXHIBIT 10.3





                                BILL OF SALE

                  THIS BILL OF SALE ("Bill of Sale") is made and entered
into as of October 31, 2002, by NIKU CORPORATION, a Delaware corporation
("Niku"), to and for the benefit of LIMAR REALTY CORP #30, a California
corporation ("Limar").

                              R E C I T A L S

                  WHEREAS, Niku is the present lessee of certain real
property known as 350 Convention Way, located in the City of Redwood City,
County of San Mateo, State of California (the "Premises");

                  WHEREAS, Niku and Limar intend to terminate Niku's lease
of the Premises from Limar pursuant to that certain Termination of Lease
Agreement dated October 31, 2002 (the "Termination Agreement");

                  WHEREAS, Niku has agreed under the Termination Agreement
to transfer and convey to Limar the Personal Property as partial
consideration for Limar's obligations under the Termination Agreement; and

                  WHEREAS, Niku desires to convey all of Niku's right,
title and interest in, to and under the Personal Property (as defined
below) to Limar, effective as of the "Termination Date" under the
Termination Agreement.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Niku hereby
agrees as follows:

                             A G R E E M E N T

         1. Effective as of the Termination Date, Niku does hereby
unconditionally, absolutely, and irrevocably grant, bargain, sell,
transfer, assign, convey, set over and deliver unto Limar all of Niku's
right, title and interest in and to all of that certain tangible personal
property, equipment and supplies owned by Niku described on Schedule 1
attached hereto (collectively, the "Personal Property").

         2. Niku hereby covenants that it has received a release agreement
with respect to the Personal Property from Mid-Peninsula Bank attached
hereto as Schedule 2. Niku represents and warrants to Limar that Niku has
good, valid and marketable title to all of the Personal Property and has
transferred to and vested in Limar good and marketable title to each item
of the Personal Property herein conveyed, free and clear of any and all
options, liens, mortgages, pledges, security interests, prior assignments,
encumbrances, covenants, restrictions, claims and any other matters
affecting title. Niku warrants that it has full power and authority to
convey the Personal Property. Niku is hereby conveying the Personal
Property to Limar, to have and to hold, absolutely and unconditionally, and
Niku does hereby bind itself, its successors and assigns, to warrant and
defend the title to such Personal Property to Limar and its successors and
assigns against every person making claim thereto forever.

         3. The Personal Property is being acquired by Limar and conveyed
by Niku and is being delivered by Niku to Limar in an "AS IS, WHERE IS"
condition on the Termination Date, and in its then present condition, "with
all faults", including, but not limited to, both latent and patent defects,
and Limar shall rely upon its own examination thereof. Other than as set
forth expressly in this Bill of Sale, no warranties, express or implied are
made by Niku concerning the Personal Property, including, but not limited
to, warranties of merchantability or fitness for a particular purpose, or
quality.

         4. Niku shall execute and deliver such further instruments of,
conveyance, transfer and assignment and take such other actions reasonably
requested by Limar in order to more effectively bargain, assign, transfer,
convey to and vest in Limar all rights and title to the Personal Property
conveyed to Limar, as specified herein.

         5. This Bill of Sale shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors and assigns.

         6. This Bill of Sale and the legal relations between the parties
hereto shall be governed by and construed and enforced in accordance with
the laws of the State of California, without regard to its principles of
conflicts of law.

         7. Niku is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.

         8. In the event that either party to this Bill of Sale shall
institute any action or proceeding against the other party arising out of
or based upon this Bill of Sale, or by reason of any default hereunder, the
prevailing party in such action or proceeding shall be entitled to recover
from the other party all costs of such action or proceeding, including
reasonable attorneys' fees.

         IN WITNESS WHEREOF, this Bill of Sale was made and executed as of
the date first above written.

         Niku:

         NIKU CORPORATION,
         a Delaware corporation

         By:    /s/ Joshua Pickus
            ---------------------
         Name:  Joshua Pickus
         Its:   CFO




         Agreed and Accepted

         Limar:

         LIMAR REALTY CORP. #30,
         a California corporation

         By:    /s/ Theodore H. Kruttschnitt
            --------------------------------
         Name:  Theodore H. Kruttschnitt
         Its:   President


<PAGE>


                                                               EXHIBIT 99.1

Investor Contact:                        Media Contact:
----------------                         -------------

Stephanie Tawn                           Rick Downer
Niku Corporation                         Niku Corporation
650-701-2732                             650-298-4691
stawn@niku.com                           rdowner@niku.com

FOR IMMEDIATE RELEASE



NIKU SUCCESSFULLY TERMINATES MAJOR FACILITY LEASE

         Agreement with Landlord Eliminates $122 Million Obligation


REDWOOD CITY, Calif., November 7, 2002 - Niku Corporation (Nasdaq: NIKU)
announced today that it has terminated a major facility lease.

The lease covered the Company's former headquarters at 350 Convention Way,
Redwood City, California, and had a term of 15 years from its commencement
date in August 2001. The Company's future liabilities under the lease were
approximately $122 million before mitigation by the landlord.

In consideration for the termination, the Company agreed to release
security deposits of approximately $8.8 million, make termination payments
of approximately $7.6 million, transfer the furniture located in the
facility, and issue a warrant for 14,450,000 shares of Common Stock at an
exercise price of $0.0001 per share. In connection with the termination,
the landlord executed a Voting Agreement giving the Company the right to
vote the shares issuable under the warrant in the event the warrant is
exercised.

The Company had approximately $17.0 million in cash and cash equivalents at
the end of its third fiscal quarter on October 31, 2002. The Company made
approximately $5.6 million of the cash termination payments in the first
week of November. The remaining cash termination payments, approximately
$2.0 million, will be made in February 2003. Release of the security
deposits does not affect the Company's cash balance because the security
deposits have not been included in the Company's cash balance.

Joshua Pickus, Niku's chief financial officer, said "We are pleased to have
this lease termination behind us. The security deposits of $8.8 million
were not available for the Company to use until the end of the lease term
in 2016. The cash termination payments of $7.6 million represent less than
15 months of payments under the lease had it remained in force. Going
forward, this lease termination significantly reduces the amount of cash
Niku will be required to devote to facilities and allows us to concentrate
our spending in areas that directly benefit customers."

The Company accrued a substantial portion of the termination costs in the
second fiscal quarter ended July 31, 2002 based on estimates of the
termination costs. The Company's third quarter results will include in
restructuring expense an additional charge of approximately $3.0 million to
reflect changes in the termination agreement and an increase in the value
of the warrant based on the increase in the price of the Company's Common
stock during the third quarter.

As part of its restructuring program, Niku has also terminated leases in
Arlington, Texas, Atlanta, Georgia, Bellevue, Washington, Danville,
California and Lincolnshire, Illinois.

About Niku

Niku Corporation develops enterprise application software for Services
Relationship Management (SRM), software that cuts costs and increases
revenues by automating internal services and the relationships between
them. Niku SRM enables companies to streamline their mid-office departments
-- IT, R&D, consulting services, marketing, legal, and more--by combining
project management, resource management, financial management, opportunity
management and knowledge management with collaboration, extranets, and an
executive dashboard, all in one integrated Web-native application. ## Note:
Niku is a registered trademark of Niku Corporation in the United States and
certain other countries. The Niku logo is a trademark of Niku Corporation.
Forward-Looking Statements The financial results contained in this press
release are preliminary and subject to revision. Statements or information
in this press release other than statements of historical fact contain
predictions, estimates and are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which
involve risks and uncertainties. These forward looking statements include,
but are not limited to, statements regarding projected lease termination
payments, projected use of the Company's resources and projected
restructuring charges. All forward-looking statements included in this
press release are based upon information available to Niku as of the date
of the release, and we assume no obligation to update any such
forward-looking statements. These statements are not guarantees of future
performance and actual results could differ materially from our current
expectations. Factors that could cause or contribute to such differences
include, but are not limited to the risks and uncertainties detailed in the
Company's Form 10-K filed on April 19, 2002 and in its other filings with
the Securities and Exchange Commission.
[{"type": "8-K", "sequence": "1", "filename": "pa88390.txt", "description": "FORM 8-K", "secsgml_size_bytes": 110509}]
{"company-data": {"conformed-name": "NIKU CORP", "cik": "0001076641", "assigned-sic": "7372", "irs-number": "770473454", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28797", "film-number": "02812788"}, "business-address": {"street1": "305 MAIN ST", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6502984600"}, "mail-address": {"street1": "305 MAIN STREET", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                              November 7, 2002
                     ----------------------------------
                     (Date of earliest event reported)

                              Niku Corporation
           --------------------------------------------------------
           (Exact name of Registrant as specified in its charter)

        Delaware                   000-28797                    77-0473454
-------------------------------------------------------------------------------

(State of Incorporation)     (Commission File No.)            (IRS Employer
                                                             Identification No.)

                              305 Main Street
                       Redwood City, California 94063
        -------------------------------------------------------------
        (Address of principal executive offices, including zip code)

                               (650) 298-4600
            ------------------------------------------------------
            (Registrant's telephone number, including area code)

                              Not Applicable.
       -------------------------------------------------------------
       (Former name or former address, if changed since last report)

ITEM 5.  OTHER EVENTS.

On November 7, 2002, the Company issued a press release announcing the
termination of the lease for its former headquarters at 350 Convention Way,
Redwood City, California. A copy of the press release is filed as Exhibit
99.1 hereto. Copies of the agreements that the Company entered into in
connection with the termination of the lease are also filed as exhibits
hereto.

ITEM 7.  EXHIBITS.

Exhibit Number        Description
--------------        -----------

4.1                   Warrant to Purchase Common Stock of Niku Corporation
                      dated October 31, 2002, in favor of Limar Realty
                      Corp. #30

10.1                  Termination of Lease Agreement dated October 31,
                      2002, between Limar Realty Corp. #30 and Niku
                      Corporation

10.2                  Voting Agreement dated October 31, 2002, between
                      Limar Realty Corp. #30 and Niku Corporation

10.3                  Bill of Sale dated October 31, 2002, between Limar
                      Realty Corp. #30 and Niku Corporation

99.1                  Press Release dated November 7, 2002

                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                         NIKU CORPORATION

 Date:   November 7, 2002                By:    /s/ Joshua Pickus
                                                ------------------------------
                                                Name:  Joshua Pickus
                                                Title: Chief Financial Officer

                               EXHIBIT INDEX
Exhibit
 Number               Description
-------               -----------

4.1                   Warrant to Purchase Common Stock of Niku Corporation
                      dated October 31, 2002, in favor of Limar Realty
                      Corp. #30

10.1                  Termination of Lease Agreement dated October 31,
                      2002, between Limar Realty Corp. #30 and Niku
                      Corporation

10.2                  Voting Agreement dated October 31, 2002, between
                      Limar Realty Corp. #30 and Niku Corporation

10.3                  Bill of Sale dated October 31, 2002, between Limar
                      Realty Corp. #30 and Niku Corporation

99.1                  Press Release dated November 7, 2002
EXHIBIT 4.1

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
OTHER SECURITIES LAWS. NEITHER THE SECURITIES EVIDENCED BY THIS WARRANT NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE,
ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
LAWS OR IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE LAWS FOLLOWING DELIVERY TO THE COMPANY
OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.

                     THIS WARRANT IS NON-TRANSFERABLE.

Date of Issuance: October 31, 2002                Warrant to Purchase
                                                  14,450,000 Shares of Common
                                                  Stock (subject to adjustment)

                      WARRANT TO PURCHASE COMMON STOCK
                                     of
                              NIKU CORPORATION

This certifies that, for value received, Limar Realty Corp. #30, a
California corporation ("Holder"), is entitled, subject to the terms set
forth below, to purchase from Niku Corporation (the "Company"), a Delaware
corporation, Fourteen Million Four Hundred Fifty Thousand (14,450,000)
shares of the common stock, par value $.0001, of the Company (the "Common
Stock") upon surrender hereof, at the principal office of the Company
referred to below, with the Notice of Exercise form attached hereto duly
executed, and simultaneous payment therefor in lawful money of the United
States or otherwise as hereinafter provided, of the Exercise Price as set
forth in Section 2 below. The term "Warrant" as used herein shall include
this Warrant and any warrants delivered in substitution or exchange
therefor as provided herein. The term "Warrant Shares" as used herein shall
mean the shares of Common Stock purchasable upon the exercise of this
Warrant, as such number may be adjusted from time to time pursuant to
Section 11 hereof.

1.   Term of Warrant. Subject to the terms and conditions set forth herein,
this Warrant shall be exercisable, in whole or in part, during the term
commencing on the date hereof, and ending at 5:00 p.m., Pacific time, on
October 31, 2007, unless earlier terminated in accordance with Section 11
hereof, and shall expire and be void thereafter.

2.   Exercise Price. The price at which this Warrant may be exercised shall
be $0.0001 per Warrant Share (the "Exercise Price"), as such price per
Warrant Share may be adjusted from time to time pursuant to Section 11
hereof.

3.   Exercise of Warrant.

                  (a) The purchase rights represented by this Warrant are
exercisable by the Holder in whole or in part at any time and from time to
time during the term hereof as described in Section 1 above, by (i) the
surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the Holder, at the principal office of
the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company) accompanied by (ii) payment in full
to the Company via wire transfer of immediately available funds or by
certified or official bank check of the aggregate Exercise Price payable in
respect of the number of Warrant Shares purchased upon such exercise.

                  (b) This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise in accordance with Section 3(a) above, and the person entitled to
receive the Warrant Shares issuable upon such exercise shall be treated for
all purposes as the holder of record of such shares as of the close of
business on such date. As promptly as practicable on or after such date and
in any event within twenty (20) days thereafter, the Company at its expense
shall issue and deliver to the person or persons entitled to receive the
same a certificate or certificates for the number of Warrant Shares
issuable upon such exercise. In the event that the such exercise of this
Warrant is in part only, the Company shall, unless this Warrant shall have
expired, issue and deliver at its expense to the Holder a new warrant
(dated the date hereof) identical to this Warrant (except in respect of the
number of Warrant Shares for which it may be exercised) evidencing the
right to purchase a number of Warrant Shares equal (without giving effect
to any adjustment herein) to the number of Warrant Shares called for on the
face of this Warrant minus the sum of (i) the number of such Warrant Shares
purchased by the Holder upon such exercise and, (ii) only in the case of an
exercise pursuant to Section 3(c) below), the number of Warrant Shares
represented by the difference between "X" and "Y" in the formula set forth
in Section 3(c) below.

                  (c) Net Issue Exercise. If the fair market value of one
share of Common Stock is greater than the Exercise Price (at the date of
calculation, the calculation being set forth below), in lieu of exercising
this Warrant for cash, the Holder may elect to receive Warrant Shares equal
to the quotient X determined in accordance with the formula set forth below
by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Notice of Exercise and notice of such
election:

                  X =        Y (A - B)
                             ---------
                                 A

                  X =        the number of shares of Common Stock to be
                             issued to the Holder

                  Y =        the number of shares of Common Stock
                             purchasable under the Warrant (at the date of
                             such calculation)

                  A =        the fair market value of one share of the
                             Company's Common Stock (at the date of such
                             calculation)

                  B =        Exercise Price (as adjusted to the date of
                             such calculation)

For purposes of the above calculation, the fair market value of one share
of Common Stock shall equal the average of (i) the closing prices quoted on
the Nasdaq National Market or Nasdaq SmallCap Market or (ii) the last
reported sale prices of the Common Stock on any exchange on which the
Common Stock is listed or (iii) the closing bid and asked prices of the
Common Stock quoted in the Over-The-Counter Market Summary, whichever is
applicable, in each case for the ten (10) trading days prior to the date of
determination of fair market value, as published in the Western Edition of
The Wall Street Journal; provided, however, that if no such public market
for the Company's Common Stock exists at the time of such exercise, the
fair market value of one share of Common Stock shall be determined by the
Company's Board of Directors in good faith.

4.   No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would
otherwise be entitled, the Company shall make a cash payment equal to the
Exercise Price multiplied by such fraction.

5.   Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the
Company or, in the case of mutilation, on surrender and cancellation of
this Warrant, the Company at its expense shall execute and deliver, in lieu
of this Warrant, a new warrant of like tenor and amount.

6.   Rights of Stockholders. The Holder shall not be entitled to vote or
receive dividends or be deemed the holder of any Warrant Shares issuable
upon the exercise hereof (or any other securities of the Company that may
pursuant to Section 11.2 hereof at any time be issuable on the exercise
hereof) for any purpose, nor shall anything contained herein be construed
to confer upon the Holder, as such, (i) any of the rights of a stockholder
of the Company, (ii) any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof or to give
or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of
par value, or change of stock to no par value, consolidation, merger,
conveyance, or otherwise), (iii) subject to Section 9 below, to receive
notice of meetings, or (iv) to receive dividends or subscription rights or
otherwise until and to the extent that the Warrant shall have been
exercised as provided herein.

7.   Transfer of Warrant.

                  (a) Warrant Register. The Company will maintain a
register (the "Warrant Register") containing the name and address of the
Holder. The Holder of this Warrant may change its address as shown on the
Warrant Register by written notice to the Company requesting such change.
Any notice or written communication required or permitted to be given to
the Holder may be delivered or given by mail to such Holder as shown on the
Warrant Register and at the address shown on the Warrant Register. The
Company may treat the Holder as shown on the Warrant Register as the
absolute owner of this Warrant for all purposes, notwithstanding any notice
to the contrary.

                  (b) Warrant Agent. The Company may, by written notice to
the Holder, appoint an agent for the purpose of maintaining the Warrant
Register referred to in Section 7(a) above, issuing the Warrant Shares,
exchanging this Warrant, replacing this Warrant, or any or all of the
foregoing. Thereafter, any such registration, issuance, exchange, or
replacement, as the case may be, shall be made at the office of such agent.

                  (c) Transferability and Non-negotiability of Warrant.
This Warrant may not be transferred or assigned in whole or in part, except
to a successor by operation of law to the Holder.

                  (d) Compliance with Securities Laws.

                           (i) The Holder of this Warrant, by acceptance
         hereof, acknowledges that this Warrant and the Warrant Shares
         issuable upon the exercise hereof (or any other securities of the
         Company that may pursuant to Section 11.2 hereof be issuable on
         the exercise hereof) are being or will be acquired solely for the
         Holder's own account and not as a nominee for any other party, and
         for investment, and that the Holder (A) will not offer, sell,
         pledge, distribute, transfer or otherwise dispose of this Warrant,
         and (B) will not offer, sell, pledge, distribute, transfer or
         otherwise dispose of the Warrant Shares (or such other securities)
         to be issued upon exercise hereof, in either case except (1) under
         circumstances that will not result in a violation of the
         Securities Act of 1933, as amended (the "Securities Act") or any
         state securities laws or, (2) subject to subsection (c) above, in
         a transaction that is exempt from the registration requirements of
         the Securities Act and applicable state securities laws following
         delivery to the Company of an opinion of counsel satisfactory to
         the Company that such registration is not required.

                           (ii) The Holder understands that neither this
         Warrant nor the Warrant Shares to be issued upon exercise hereof
         have been registered under the Securities Act by reason of a
         specific exemption therefrom, that the Holder may be required to
         hold this Warrant and any Warrant Shares to be issued upon
         exercise hereof indefinitely, and that the Holder must, therefore,
         bear the economic risk of such investment indefinitely, unless a
         subsequent disposition of such Warrant Shares is registered under
         the Act or is exempt from such registration.

                           (iii) All shares of Common Stock to be issued
         upon exercise hereof (or any other securities of the Company that
         may pursuant to Section 11.2 hereof be issuable on the exercise
         hereof) shall be stamped or imprinted with a legend in
         substantially the following form (in addition to any legend
         required by state securities laws or the Company's certificate or
         bylaws):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. THESE SECURITIES MAY BE
NOT SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND APPLICABLE LAWS OR IN A TRANSACTION THAT IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
LAWS FOLLOWING DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

8.   Reservation of Stock. The Company covenants that during the term this
Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the
issuance of the Warrant Shares issuable upon the exercise of this Warrant
and, from time to time, will take all steps necessary to amend its Amended
and Restated Certificate of Incorporation (the "Certificate") to provide
sufficient reserves of Common Stock issuable upon exercise of this Warrant.
The Company further covenants that all shares of Common Stock that may be
issued upon the exercise of rights represented by this Warrant and payment
of the Exercise Price, all as set forth herein, will be free from all
taxes, liens and charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously or otherwise
specified herein). The Company agrees that its issuance of this Warrant
shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock upon the exercise of this Warrant.

9.   Notices.

                  (a) Upon the written request of the Holder, whenever the
Exercise Price or number of shares purchasable hereunder shall be adjusted
pursuant to Section 11 hereof, the Company shall issue a certificate signed
by its Chief Financial Officer setting forth, in reasonable detail, the
event requiring the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated, and the Exercise Price and the number
of Warrant Shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such certificate to be mailed (by
first-class mail, postage prepaid) to the Holder of this Warrant.

                  (b) In case:

                           (i) The Company shall take a record of the
         holders of its Common Stock (or other securities at the time
         receivable pursuant to Section 11.2 hereof upon the exercise of
         this Warrant) for the purpose of entitling them to receive any
         dividend or other distribution, or any right to subscribe for or
         purchase any shares of stock of any class or any other securities,
         or to receive any other right, or

                           (ii) of any capital reorganization of the
         Company, any reclassification of the capital stock of the Company,
         any consolidation or merger of the Company with or into another
         corporation, any conveyance of all or substantially all of the
         assets of the Company to another corporation, or any meeting of
         the Company's stockholders called for the purpose of approving any
         transaction pursuant to which securities of the Company
         representing the power to cast a majority (assuming for such
         purpose the exercise of the then unexercised portion of this
         Warrant) of the eligible votes at a meeting of the Company's
         stockholders are to be acquired by any person or group of persons,
         or

                           (iii) of any voluntary dissolution, liquidation
         or winding-up of the Company,

then, and in each such case, the Company will give to the Holder a notice
specifying, as the case may be, (A) in the case of clause (i) above, the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such
dividend, distribution or right, or (B) in the case of clauses (ii) and
(iii) above, the date on which such reorganization, reclassification,
consolidation, merger, conveyance, meeting, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of
which the holders of record of Common Stock (or other securities at the
time receivable pursuant to Section 11.2 hereof upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or
such other securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be sent at least
10 business days prior to the date therein specified.

                  (c) All such notices, advices and communications shall be
given by hand delivery, United States mail, facsimile, or overnight air
courier guaranteeing next day delivery to the following address: (i) if to
Holder, at the address or facsimile number set forth on the signature pages
hereto, with a copy to Kay & Merkle, 100 The Embarcadero, Penthouse, San
Francisco, California, 94105, Facsimile number (415) 512 9277, Attention:
Walter F. Merkle, Esq., and (ii) if to the Company, at the address or
facsimile number set forth on the signature pages hereto, attention Chief
Financial Officer. All such notices shall be deemed to have been duly given
at the time delivered, if personally delivered; five (5) business days
after being deposited in the United States mail, postage prepaid if mailed
(so long as a fax copy is sent and receipt acknowledged within two (2)
business days after mailing); when receipt acknowledged, if sent by
facsimile (so long as a copy is sent by overnight air courier for next-day
delivery); and next business day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next business day delivery. The
parties may change the address to which notices are given by giving five
(5) days prior written notice of such change in accordance herewith.

10.   Amendments.

                  (a) Any term of this Warrant may be amended with the
written consent of the Company and the Holder.

                  (b) No waivers of, or exceptions to, any term, condition
or provision of this Warrant, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such term,
condition or provision.

11.   Adjustments. The Exercise Price and the number of shares of Common
Stock purchasable hereunder are subject to adjustment from time to time as
follows:

         11.1   Merger, Sale of Assets, etc. If at any time while this
Warrant, or any portion hereof, is outstanding and unexpired there shall be
(i) a reorganization (other than a combination, reclassification, exchange
or subdivision of shares otherwise provided for in Section 11.2 or 11.3
below), (ii) a merger or consolidation of the Company with or into another
corporation in which the Company is not the surviving entity, or a reverse
triangular merger in which the Company is the surviving entity but the
shares of the Company's capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into other property, whether
in the form of securities, cash, or otherwise, (iii) an acquisition
(pursuant to any tender offer or exchange offer or any corporate action
approved by the Company's shareholders) by any person or group of persons
of securities of the Company representing the power to cast a majority
(assuming for such purpose the exercise of the then unexercised portion of
this Warrant) of the eligible votes at a meeting of the Company's
stockholders or (iv) a sale or transfer of all or substantially all of the
Company's assets to any other person, then, provided the Company shall have
complied with its obligations under Section 9 hereof in respect of such
corporate action, as applicable, this Warrant shall be cancelled as of 5:00
p.m., Pacific time, on the business day prior to the effective date of such
reorganization, merger, consolidation, acquisition, sale or transfer unless
exercised in accordance with Section 3 above prior to such time.

         11.2   Reclassification, etc. If the Company, at any time while this
Warrant, or any portion hereof, remains outstanding and unexpired shall by
reclassification of securities or otherwise change any of the securities as
to which purchase rights under this Warrant exist into the same or a
different number of securities of any other class or classes, this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with
respect to the securities that were subject to the purchase rights under
this Warrant immediately prior to such reclassification or other change and
the Exercise Price therefor shall be appropriately adjusted, all subject to
further adjustment as provided in this Section 11.

         11.3   Split, Subdivision or Combination of Shares. If the Company
at any time while this Warrant, or any portion hereof, remains outstanding
and unexpired shall split or subdivide or combine the Common Stock (or
other securities at the time receivable pursuant to Section 11.2 hereof
upon the exercise of this Warrant) as to which purchase rights under this
Warrant exist, into a different number of securities of the same class, the
Exercise Price for such securities shall be proportionately decreased in
the case of a split or subdivision or proportionately increased in the case
of a combination, and the number of shares purchasable hereunder shall be
proportionally increased in the case of a split or subdivision or
proportionally decreased in the case of a combination.

         11.4   No Impairment. The Company will not, by any voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to
be observed or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions of this Section
11 and in the taking of all such action as may be necessary or appropriate
in order to protect the rights of the Holder of this Warrant against
impairment.

12.   Registration Provisions

         12.1   Registration of Shares. The Company agrees that within sixty
(60) calendar days of the date hereof it shall use its commercially
reasonable efforts to file, at its own expense, a Registration Statement
(as defined below) under the Securities Act covering the resale of the
Warrant Shares and will use its commercially reasonable efforts to cause
such Registration Statement to be declared effective as soon as practicable
and in no event later than six (6) months from the date hereof (or the next
business day if such day is a holiday or weekend). If through use of
Company's commercially reasonable efforts the registration has not been
effected within the time period described in the above sentence, Company is
obligated to continue to use commercially reasonable efforts to effect a
registration of the Warrant Shares. The date on which any Registration is
required to be effective is referred to as the "Required Registration Date"
with respect to such Registration Statement. The obligations to have any
such Registration Statement declared effective on or before the Required
Registration Date and to maintain such effectiveness as provided in this
Section 12 are referred to herein as the "Registration Requirement."

         12.2   The registration statement filed or required to be filed
under the Securities Act in accordance with Section 12.1 hereof, along with
any amendments and additional registration statements, is referred to as
the "Registration Statement." The Company will provide prompt written
notice to the Holder when the Registration Statement has been declared
effective by the SEC. If the transfer agent issues any stock certificates
to Warrant Holder prior to the Registration Statement being declared
effective by the SEC, such stock certificates shall bear a restrictive
legend stating that the shares are unregistered in substantially the form
in Section 7(d)(iii) above. Once the Registration Statement has been
declared effective by the SEC, Warrant Holder may request that the transfer
agent re-issue any stock certificates issued prior to the Registration
Statement without such restrictive legend. Legal counsel for the Company
shall promptly supply transfer agent with the information transfer agent
requires of Company to remove such legend, including but not limited to an
opinion letter stating that the shares should not bear the restrictive
legend referred to in Section 7(d)(iii) above and a copy of the
Registration Statement. If any stock certificates are issued after the
Registration Statement has been declared effective by the SEC, the Company
will supply the transfer agent with sufficient documentation, including but
not limited to a copy of the Registration Statement, for the transfer agent
to issue the Warrant Holder stock certificates without the restrictive
legend referred to in Section 7(d)(iii) above.

         12.3   The Company will: (A) keep the Registration Statement
effective until the earlier of (x) the third (3rd) anniversary of the date
hereof and (y) the date all of the Warrant Shares registered on such
Registration Statement are no longer held by the Holder (such earlier
period, the "Registration Period"); (B) prepare and file with the SEC such
amendments and supplements to such Registration Statement and the
prospectus used in connection with such Registration Statement (as so
amended and supplemented from time to time, the "Prospectus") as may be
necessary to comply with the provisions of the Securities Act with respect
to the disposition of all Warrant Shares registered thereunder; (C) furnish
such number of Prospectuses and other documents incident thereto, including
any amendment of or supplement to the Prospectus, as Holder from time to
time may reasonably request; and (D) bear all fees and expenses incurred in
connection with the performance by the Company of its obligations under
this Section 12 whether or not the Registration Statement is declared
effective, other than fees and expenses, if any, of counsel or other
advisors to the Holder or underwriting discounts, brokerage fees and
commissions incurred by the Holder. The Holder will have the right to
review the description of the selling stockholder, plan of distribution and
all other references to the Holder and its affiliates contained in the
Registration Statement and each Prospectus.

         12.4   The Company will furnish to the Holder upon request a
reasonable number of copies of a supplement to or an amendment of any
Prospectus as may be necessary in order to facilitate the public sale or
other disposition of all or any of the Warrant Shares by the Holder or any
of its affiliates pursuant to the Registration Statement.

         12.5   Notwithstanding anything else in this Section 12 if, at any
time during which a Prospectus is required to be delivered in connection
with the sale of any Warrant Shares, the Company determines in good faith
that a development has occurred or a condition exists as a result of which
the Registration Statement or the Prospectus contains a material
misstatement or omission, or that a material transaction in which the
Company is engaged or proposes to engage would require an amendment to the
Registration Statement, a supplement to the Prospectus, or a filing under
the Exchange Act or other public disclosure of material information and the
disclosure of such transaction would be injurious to the consummation of
the transaction, the Company will immediately notify the Holder thereof by
telephone and in writing. Upon receipt of such notification, the Holder
will immediately suspend all offers and sales of Warrant Shares pursuant to
the Registration Statement. In such event, the Company at its cost will
amend or supplement the Registration Statement and the Prospectus or make
such filings or public disclosures as promptly as practicable and will take
such other steps as may be required to permit sales of the Warrant Shares
thereunder by the Holder in accordance with applicable federal and state
securities laws. The Company will promptly notify the Holder after it has
determined in good faith that such sales have become permissible in such
manner and will promptly deliver copies of the Registration Statement and
the Prospectus (as so amended or supplemented, if applicable) to the Holder
in accordance with this Section 12. Notwithstanding the foregoing the
aggregate periods during which such sales may be suspended ("Blackout
Periods") at any time will not exceed ninety (90) calendar days in any
twelve-month period.

         12.6   The provisions of this Section 12 shall terminate in the
event that the Company otherwise is no longer subject to Section 13 or
15(d) of the Exchange Act or upon a acquisition or merger of the Company or
the sale of all or substantially all of its assets.

13.   Descriptive Headings and Governing Law. The description headings of the
several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. This Warrant
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of Delaware, without
regard to conflicts of law provisions.

14.   Holder Representation. The Holder hereby makes the representations set
forth in Annex I attached hereto and shall have executed Annex I in
connection with this Warrant.

         IN WITNESS WHEREOF, Niku Corporation has caused this Warrant to be
executed by its officers thereunto duly authorized.

NIKU CORPORATION

By:/s/ Joshua Pickus
   -------------------------
     Name:  Joshua Pickus

     Title:   CFO
     Address: Niku Corporation
              305 Main Street
              Redwood City, California 94063

     Fax No.: 650-298-4601

Holder:  LIMAR REALTY CORP. #30

By:/s/ Theodore H. Kruttschnitt
   ----------------------------
     Name:    Theodore H. Kruttschnitt

     Title:   President
     Address: Limar Realty Group
              1730 South El Camino Real, Suite 400
              San Mateo, California 94402

     Fax No.: 650-525-9345

                             NOTICE OF EXERCISE

To:      NIKU CORPORATION

         1. The undersigned hereby (A) elects to purchase ______ shares of
Common Stock of Niku Corporation, pursuant to the provisions of Section
3(a) of the attached Warrant, and tenders herewith via wire transfer of
immediately available funds or by certified or official bank check payment
of the purchase price for such shares in full or (B) elects to exercise
this Warrant for the purchase of ______ shares of Common Stock, pursuant to
the provisions of Section 3(c) of the attached Warrant, and shall be deemed
to have tendered $     (1) as payment for such shares of Common Stock in
accordance with the terms of the Warrant.

         2. In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock are being acquired solely for
the account of the undersigned and not as a nominee for any other party,
and for investment, and that the undersigned will not offer, sell, pledge,
hypothcate, transfer or otherwise dispose of any such shares of Common
Stock except pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act") and applicable
state laws or in a transaction exempt from such registration requirements
following delivery to the Company of an opinion of counsel satisfactory to
the Company that such registration is not required.

         3. The undersigned is an accredited investor as defined in Rule
501(a) of Regulation D promulgated under the Securities Act.

         4. Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name
as is specified below:

                                                   ----------------------------
                                                   (Name)

        LIMAR REALTY CORP. #30

        By:
             Name:
             Title:
             Date:

-------------------

(1)   Provide calculation in accordance with Section 3(c) of the Warrant.

                                                                    Annex I

Date: October 31, 2002

TO: Niku Corporation, a Delaware corporation (the "Company)

1.   The undersigned has received copies of the Company's most recent
publicly-filed documents, consisting of the Annual Report and 10-K, Proxy
Statement, each 10-Q and 8K filed subsequent to last 10-K, and has had
access to such other information as it deems necessary or appropriate in
deciding to acquire the Securities and the opportunity to ask questions and
receive answers from the Company regarding such information. The
undersigned has had a significant business relationship with the Company
unrelated to its acquisition of the Securities. The undersigned is an
"accredited investor" within the meaning of Rule 501(a) under the
Securities Act of 1933, as amended (the "Securities Act") and has such
knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risk of the investment in the
Securities and of bearing the economic risk of such an investment.

2.   The undersigned is acquiring the Securities for the undersigned's own
account (not for the benefit of any other person) for investment only and
not with a view toward resale or distribution thereof within the meaning of
the Securities Act. The undersigned has no present intention of selling or
distributing the Securities.

3.   The undersigned understands that the Securities have not been registered
under the Securities Act inasmuch as they are being acquired from the
Company in a transaction not involving a public offering, in reliance upon
a specific exemption contained in the Securities Act and applicable
regulations promulgated thereunder, and that the Securities may not be
offered for sale, resold or otherwise transferred without registration
under the Securities Act or an exemption therefrom. The undersigned
realizes that the Company's reliance on such exemption is predicated on the
undersigned's representations set forth herein.

4.   The undersigned is familiar with Rule 144 under the Securities Act,
which in substance permits public resale in a non-public offering of
"restricted securities" such as the Securities acquired from the issuer,
subject to the satisfaction of the conditions set forth in Rule 144,
including the holding period and, if applicable, volume conditions set
forth therein. The undersigned will not sell or otherwise transfer any of
the Securities except pursuant to an effective registration statement or
unless it has provided the Company with written assurances in form and
substance customary in such circumstances that (i) the proposed sale or
other transfer does not require registration under the Securities Act or
(ii) all appropriate action necessary for compliance with an exemption from
registration under the Securities Act (including Rule 144) has been taken.

5.   The undersigned understands that the Company's stock transfer records
will be noted to reflect such restrictions on transferability of the
Securities as, in the judgment of the Company are necessary or desirable in
order to achieve compliance with the Securities Act, the securities laws of
any state or any other law, and the certificate evidencing such securities
will bear a legend in substantially the following form:

         "THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THE SECURITIES
EVIDENCED BY THIS WARRANT NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND APPLICABLE LAWS OR IN A TRANSACTION THAT IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
LAWS FOLLOWING DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

               Signature:                          /s/ Theodore H. Kruttschnitt
                                                   ----------------------------
               Name (print):                       Theodore H. Kruttschnitt

               Title (if applic.):                 President

               Company (if applic.):               Limar Realty Corp. #30
EXHIBIT 10.1

                       TERMINATION OF LEASE AGREEMENT

         This Termination of Lease Agreement ("Termination Agreement") is
entered into as of this 31st day of October 2002, by and between LIMAR
REALTY CORP #30, a California corporation ("Landlord") and NIKU
CORPORATION, a Delaware corporation ("Tenant"), with respect to the
following facts:

                                  Recitals

         A. Landlord, as successor to DLC Redwood City, a California
limited partnership, and Tenant are parties to that certain Office Lease
dated March 28, 2000 (the "Lease"), covering that certain building located
at 350 Convention Way in the City of Redwood City, County of San Mateo,
State of California, consisting of approximately 75,945 rentable square
feet, and more particularly described in the Lease (the "Premises").

         B. There is pending, in the Superior Court of California for the
County of San Mateo, a Complaint entitled Limar Realty Corp. #30 v. Niku,
Inc, Case No. Civ 424301 (hereinafter referred to as the "Action") in
which, among other things, Landlord alleges that Tenant has breached the
Lease.

         C. The Tenant has determined that the cost the Tenant would
sustain if it continues to occupy the Premises is greater than the cost
Tenant now desires to incur. The Tenant has taken the position that it has
already surrendered possession of the Premises and terminated the Lease,
and the Landlord takes the position that the Lease remains in effect.
Without waiver of Tenant's foregoing position (which is maintained
throughout this Termination Agreement), Tenant states that it has made an
independent decision to terminate the Lease and the Tenant acknowledges and
agrees that, given the costs to the Tenant of maintaining the Lease, and
the likely inability of the Tenant to avoid very significant costs through
subleasing the Premises or otherwise (including but not limited to being
potentially liable for any shortfall after Landlord has mitigated its
damages), the Tenant is receiving reasonably equivalent value by reason of
termination of the Lease in exchange for payment by the Tenant of the
consideration to be paid to Landlord as described in this Termination
Agreement.

         D. The Landlord is willing to acknowledge and accept Tenant's
termination of the Lease, and terminate the Lease, in accordance with the
provisions of this Termination Agreement, and Landlord and Tenant desire to
settle all disputes which exist between them, including, but not limited to
the Action, pursuant to the terms and conditions set forth below.

         NOW, THEREFORE, for valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

         1. Capitalized Terms. Capitalized terms not defined herein shall
have the meaning set forth in the Lease.

         2. Agreement. Landlord and Tenant hereby agree to terminate the
Lease and Landlord agrees to dismiss the Action in accordance with the
terms and conditions of this Termination Agreement. Landlord and Tenant
agree that, subject to satisfaction or waiver of the conditions set forth
in Paragraph 6 below, the Lease shall terminate as of October 10, 2002 (the
"Termination Date"), and, notwithstanding anything to the contrary in the
Lease, shall thereafter be of no further force and effect. Subject to
satisfaction or waiver of the conditions set forth in Paragraph 6 below,
all of Tenant's rights in and to the Premises and obligations with respect
to the Premises shall terminate as of the Termination Date and Tenant
hereby quitclaims all of its right, title and interest to the Premises
under the Lease to Landlord as of the Termination Date. Subject to
satisfaction or waiver of the conditions set forth in Paragraph 6 below,
the right of the Tenant to occupy and possess the Premises shall terminate
effective as of the Termination Date and, as of the Termination Date,
Tenant shall be deemed to have surrendered the Premises to Landlord.

         3. Payment of Rent. In connection with termination of the Lease,
and subject to the condition described in Paragraph 7(a) below, Tenant
shall pay to Landlord, on the date set forth in Paragraph 8 below, (a) the
accrued and unpaid amounts of Basic Rent and Additional Rent payable
pursuant to the Lease through August 15, 2002, as well as (b) unpaid late
fees and costs, all in the aggregate amount of Eight Hundred Ninety-Four
Thousand Seventy Five Dollars and Ninety-Nine Cents ($894,075.99) (the
"Rent Payment"). In addition to the Rent Payment, Tenant shall pay to
Landlord on the date set forth in Paragraph 8 below, the (a) accrued and
unpaid amounts of Basic Rent and Additional Rent payable pursuant to the
Lease from August 16, 2002 through October 10, 2002, as well as (b) unpaid
late fees and costs, all in the aggregate amount of One Million Fifteen
Thousand Dollars ($1,015,000.00) (the "Additional Rent Payment"). Landlord
and Tenant stipulate that the Rent Payment and Additional Rent Payment
figures set forth above shall be deemed to be those monies due under the
Lease and through October 10, 2002, and that no other monies are due by
Tenant thereunder through October 10, 2002.

         4. Lease Termination Consideration. As full consideration for the
termination of the Lease, and subject to the condition described in
Paragraph 7(a) below, Tenant shall pay or deliver to Landlord, on or before
the applicable dates or occurrence of events described in Paragraph 8
below, all of the following:

                  (a) Tenant shall pay to Landlord, by wire transfer
(pursuant to the wire instructions attached as Exhibit I) in
immediately-available funds, the total sum of Five Million Six Hundred and
Seventy Nine Thousand Five Hundred Dollars ($5,679,500) (the "Cash
Payment") in two installments when and as set forth in Paragraph 8 (a)(i)
and (ii) below;

                  (b) Tenant shall deliver to Landlord an original
fully-executed bill of sale ("Bill of Sale") in the form attached hereto as
Exhibit A, which Bill of Sale shall convey to Landlord the tangible
personal property of Tenant listed on Schedule 1 to Exhibit A hereto
(collectively, "Personal Property"). The Personal Property shall be
conveyed by Tenant to Landlord, free of encumbrances and liens of any kind
whatsoever;

                  (c) Tenant shall execute and deliver to Landlord a
warrant for the purchase of common shares in the form attached hereto as
Exhibit B (the "Warrant"). The Warrant shall provide for a right of
Landlord to purchase 14,450,000 shares of the common stock of Tenant at a
price per share of $0.0001, as more particularly described in Exhibit B
attached hereto; and

                  (d) Effective as of the date on which the provisions of
Paragraph 7(a) below are satisfied in full, Tenant shall convey and release
to Landlord, and hereby does convey and release to Landlord, the Security
Deposit as defined in the Lease subject to the provisions of Paragraph 11
below.

         5. Additional Documents. In connection with the Warrant, Landlord
and Tenant will execute a Voting Agreement ("Voting Agreement") in the form
attached hereto as Exhibit C, and Landlord and Farzad Dibachi and Rhonda
Dibachi ("Key Shareholders") will execute a Tag-Along Agreement in the form
attached hereto as Exhibit D ("Tag-Along Agreement"). Tenant shall cause
the Key Shareholders to execute and deliver the Tag-Along Agreement.

         6. Landlord's Conditions. The obligations of Landlord pursuant to
this Termination Agreement, as well as the termination of the Lease, are
subject to the satisfaction of all of the following conditions precedent,
which conditions are for the benefit of Landlord only and the satisfaction
of which may be waived only in writing by Landlord:

                  (a) Tenant shall have directed its bank to pay, in a
timely manner, payment of all amounts required to be paid by Tenant to
Landlord pursuant to Paragraphs 8(a)(i) and (ii) and Paragraph 11 of this
Termination Agreement by wire transfer in immediately available funds;

                  (b) Tenant shall have timely delivered to Landlord all
documents required to be delivered by Tenant pursuant to Paragraphs
8(a)(iii), (iv), (v) and (vi) of this Termination Agreement; and

                  (c) Within seven (7) days of the later to occur of (i)
final execution of this Termination Agreement and (ii) Landlord's delivery
to the issuing bank of the request for draw against the Letter of Credit
(as defined below), Landlord shall have received cash in the amount of Five
Million Eight Hundred Seventy-Eight Thousand One Hundred Forty-Three
Dollars ($5,878,143.00) representing the draw against the Letter of Credit
as more particularly described and provided for in Paragraph 11 below.

         7. Tenant's Conditions The obligations of Tenant pursuant to this
Termination Agreement, are subject to the satisfaction on or before the
dates or occurrences set forth below in this Paragraph 7 of all of the
following conditions precedent, which conditions are for the benefit of
Tenant only and the satisfaction of which may be waived only in writing by
Tenant:

                  (a) On or before November 4, 2002, Landlord shall have
timely delivered to Tenant all documents required to be delivered by
Landlord pursuant to the provisions of Paragraph 8(b)(i) and (ii); and

                  (b) On or before February 11, 2003, a Final Dismissal
shall be delivered to Lizbeth R. Gordon at Gordon & Rees as more
particularly described in Paragraph 8(b)(iii).

         8. Deliveries. On or before the dates or occurrences specified
below in this Paragraph 8, each of Landlord and Tenant, as applicable,
shall deliver the described documents and Tenant shall cause its bank to
pay as described below, the required payments, as follows:

                  (a) Tenant shall deliver to Landlord the following
documents, cause its bank to pay via wire transfer (pursuant to the wire
instructions attached as Exhibit I) the required payments as described
below, and comply with the terms of Paragraph 11 as it concerns the
Security Deposit as provided below:

                           (i) On or before November 6, 2002, Tenant shall
cause its bank to pay to Landlord by wire transfer (providing to Walter F.
Merkle a federal wire reference number), in immediately available funds,
the (x) Rent Payment ($894,075.99) and (y) the first installment Four
Million Six Hundred Seventy-Nine Thousand Five Hundred Dollars
($4,679,500.00) of the Cash Payment ("Initial Cash Payment"), for a total
of Five Million Five Hundred Seventy-Three Thousand Five Hundred
Seventy-Five Dollars and 99/100 Cents ($5,573,575.99);

                           (ii) On February 3, 2003, Tenant shall cause its
bank to pay to Landlord by wire transfer (providing to Walter F. Merkle a
federal wire reference number), in immediately available funds, the (x)
Additional Rent Payment ($1,015,000.00), and (y) the second installment
(One Million Dollars ($1,000,000.00)) of the Cash Payment (collectively
"Subsequent Cash Payment"), for a total of Two Million Fifteen Thousand
Dollars ($2,015,000.00). If Tenant fails to cause its bank as described
above to pay the Subsequent Cash Payment on February 3, 2003, Tenant shall
then owe Landlord an additional payment of Two Million Dollars
($2,000,000.00) ("Additional Cash Payment") due and payable immediately
upon written demand. Notwithstanding any provision to the contrary of this
Termination Agreement, it is acknowledged and agreed that, except in the
case where the Tenant causes its bank no later than February 3, 2003 to pay
the Subsequent Cash Payment to Landlord by wire transfer in immediately
available funds, in which case the total Cash Payment is in the amount
described in Paragraph 4(a), the Cash Payment (which will include the
Additional Cash Payment) is to be in the amount of Seven Million Six
Hundred and Seventy-Nine Thousand Five Hundred Dollars ($7,679,500.00)
resulting in a total Subsequent Cash Payment in the amount of Four Million
Fifteen Thousand Dollars ($4,015,000.00). Provided only that the full
amount of the Subsequent Cash Payment (i.e. $2,015,000.00) is paid on or
before February 3, 2003, the full amount of the Cash Payment is Five
Million Six Hundred and Seventy-Nine Thousand Five Hundred Dollars
($5,679,500.00), and the Additional Cash Payment shall not be paid or
payable. If the Subsequent Cash Payment in the amount of Two Million
Fifteen Thousand Dollars ($2,015,000.00) is paid in full on or before
February 3, 2003, the Landlord has agreed to forego payment of the
Additional Cash Payment, thereby discounting the total consideration
reasonably receivable by Landlord in connection with termination of the
Lease;

                           (iii) Tenant shall deliver to Landlord the
counterpart original of the fully-executed Bill of Sale by November 5,
2002, as well as a counterpart original of a fully executed Termination
Agreement;

                           (iv) Tenant shall deliver to Landlord the
counterpart original of the fully-executed Warrant by November 5, 2002;

                           (v) Tenant shall deliver to Landlord on behalf
of the Key Shareholders a counterpart original of the fully-executed
Tag-Along Agreement by November 5, 2002;

                           (vi) Tenant shall deliver to Landlord a
counterpart original of the fully-executed Voting Agreement by November 5,
2002; and

                           (vii) Upon satisfaction of the conditions set
forth in Paragraph 7(a), the conveyance of the Security Deposit by Tenant
to Landlord shall be effective subject to the provisions of Paragraph 11
below.

                  (b) Landlord shall deliver the following documents:

                           (i) No later than November 4, 2002, Landlord
shall execute and deliver to Tenant two originals of this Termination
Agreement, the Bill of Sale, the Warrant, the Tag-Along Agreement, and the
Voting Agreement; and

                           (ii) No later than November 5, 2002, Landlord
shall deliver a Request for Dismissal without Prejudice of the entire
Action with respect to all Defendants (the "First Dismissal"), and such
First Dismissal shall be in the form attached hereto as Exhibit E. Landlord
shall deliver the Request for Dismissal to Gordon & Rees, LLP, Attention
Lizbeth R. Gordon, Esq.

                           (iii) No later than February 11, 2003, provided
Landlord's conditions set forth in Paragraph 6 are satisfied, Landlord shall
deliver to Gordon & Rees, Attention Lizbeth R. Gordon, Esq., a Request for
Dismissal with Prejudice of the entire Action with respect to all Defendants
(the "Final Dismissal"), and such Final Dismissal shall be in the form
attached hereto as Exhibit F.

         9. Failure of Conditions. If any of the conditions set forth in
Paragraphs 6 or 7 above are not satisfied or are not waived within the time
periods prescribed, as the same may be extended by written agreement of
Landlord and Tenant in their sole and absolute discretion, then and only
then the party (i.e. either Landlord or Tenant) to whom the benefit of the
failed condition accrues shall be entitled to terminate this Termination
Agreement by giving written notice to the other, in which case this
Termination Agreement shall terminate and be of no force or effect and (i)
to the extent Landlord has received from Tenant any of the following and/or
any rights and benefits existing therewith: the Rent Payment, Additional
Rent Payment, the Cash Payment (including Initial Cash Payment and the
Subsequent Cash Payment), any Additional Cash Payment, the Bill of Sale and
the Personal Property described therein, the Warrant and any common shares
purchased pursuant thereto, the Tag-Along Agreement, the Voting Agreement,
and the Security Deposit (including the Cash Deposit and the Letter of
Credit) (collectively, the "Termination Consideration"), Landlord shall
promptly return and refund, as applicable, such Termination Consideration,
and the terms and provisions of the Termination Agreement and its related
documents delivered by Tenant hereunder shall be deemed to no longer inure
to the benefit of Landlord or its successors and assigns in any regard, and
(ii) to the extent Tenant has received from Landlord the First Dismissal
(without prejudice), Landlord shall be entitled to pursue its claims in the
Action. In the event of a termination of this Termination Agreement,
pursuant to the provisions of this Paragraph 9, the Lease shall remain in
full force and effect and unmodified, and each of Landlord and Tenant shall
be entitled to enforce their respective rights pursuant to the Lease. In
addition, in the event of any termination of this Termination Agreement,
notwithstanding any provisions to the contrary of this Termination
Agreement with the exception of Paragraph 11 below, including without
limitation the above provisions of this Paragraph 9, Landlord shall be
entitled to retain, subject to Paragraph 11 below, the Cash Deposit as a
portion of the Security Deposit under the Lease, and shall in addition be
entitled to retain the cash received by Landlord pursuant to the Letter of
Credit as the remainder of the Security Deposit under the Lease until such
time, if ever, that Tenant replaces the Letter of Credit with a substitute
letter of credit issued by a bank and in a form reasonably acceptable to
Landlord. Landlord and Tenant each agree that, notwithstanding any term or
provision of this Termination Agreement and/or any other agreements
represented by the exhibits attached hereto, neither Landlord nor Tenant
shall have any grounds for termination of this Termination Agreement and/or
any other aforementioned agreements except in the case of a failure of any
of the conditions in Paragraph 6 or 7 above, as applicable.

         10. Surrender of Premises. Tenant has vacated and surrendered the
Premises to Landlord in its current "AS-IS" condition, notwithstanding any
requirements to the contrary contained in the Lease. Landlord's acceptance
of any of the Termination Consideration shall be deemed Landlord's
acceptance of the condition of the Premises as of the Termination Date.
Notwithstanding anything to the contrary contained in the Lease or this
Termination Agreement, Tenant shall not be required to remove the Personal
Property or any Alterations or other property of Tenant from the Premises,
or be responsible for the cost of any such removal.

         11. Security Deposit. Landlord and Tenant acknowledge that
Landlord presently holds as the Security Deposit under the Lease consisting
of (i) a cash deposit in the amount of Two Million Nine Hundred Forty
Thousand Dollars ($2,940,000.00) (the "Cash Deposit") and (ii) a letter of
credit in the amount of Five Million Eight Hundred Seventy Eight Thousand
One Hundred and Forty Three Dollars ($5,878,143.00) (the "Letter of
Credit"). Upon satisfaction of the condition set forth in Paragraph 6(b)
above, Tenant agrees that Landlord shall promptly draw down the entire
amount of the Letter of Credit. Landlord covenants to deliver to the
issuing bank under the Letter of Credit within two (2) business days
following the satisfaction of the conditions described in Paragraph 6(b)
above all documentation reasonably necessary to enable Landlord to obtain
the proceeds of the Letter of Credit. As partial consideration for
Landlord's agreement to terminate the Lease and dismiss the Action in the
manner set forth herein, Tenant hereby agrees, provided the Lease remains
terminated and this Termination Agreement remains in full force and effect,
that Landlord shall be entitled to retain for its own account (x) the
entire Cash Deposit ($2,940,000.00) and (y) all proceeds of the Letter of
Credit ($5,878,143.00). Tenant hereby acknowledges and agrees that upon
satisfaction of the conditions described in Paragraph 7(a) and (b) above,
and provided the Lease remains terminated and this Termination Agreement
remains in full force and effect, Tenant shall have no rights whatsoever
with respect to any portion of the Cash Deposit or Letter of Credit
proceeds, and that such proceeds shall be retained by Landlord free of any
claim of Tenant. In the event that the Lease is reinstated for any reason
whatsoever under this Termination Agreement or otherwise, the full proceeds
from the Cash Deposit shall be retained by Landlord as a cash security
deposit pursuant to the provisions of the Lease, as well as the cash
proceeds deriving from the Letter of Credit until such time, if ever, as
the cash proceeds deriving from the Letter of Credit are replaced by a new
letter of credit in a form and from an issuing bank reasonably acceptable
to Landlord, at which time such cash proceeds derived from the Letter of
Credit shall be repaid by Landlord to Tenant. Tenant agrees to promptly
execute any further documentation required by the issuing bank under the
Letter of Credit to effectuate the terms and conditions of this Paragraph
11.

         12. No Assignment or Encumbrance. Following its execution of this
Termination Agreement, Tenant agrees not to assign, sublet or otherwise
transfer the Lease or the Premises, or any portion thereof, or any of
Tenant's interest therein, or any of the Personal Property. Tenant warrants
and represents to Landlord that it has not assigned the Lease or sublet or
transferred the Premises, or any portion thereof, or any of its interest
therein, prior to its execution of this Termination Agreement. Tenant
further represents and warrants that Tenant has not conveyed, encumbered,
or otherwise transferred any interest in all or any portion of the Personal
Property.

         13. Releases.

                  (a) Effective as of the Termination Date, and provided
that this Termination Agreement remains in full force and effect, Landlord
fully and unconditionally releases and discharges Tenant and its agents,
employees, officers, directors and shareholders from all duties,
liabilities and obligations arising from, under, or related to the Lease,
including, without limitation, the Action and any cause of action of any
nature, both known and unknown claims, including but not limited to causes
of action arising out of or in connection with the Lease, the Action or any
other obligations or duties of Tenant thereunder.

                  (b) Effective as of the Termination Date, and provided
that this Termination Agreement remains in full force and effect, Tenant
hereby fully and unconditionally releases and discharges Landlord and its
agents, employees and members from all obligations arising from, under or
related to the Lease, including, without limitation, any cause of action of
any nature, both known and unknown claims, including but not limited to
causes of action arising out of or in connection with the Lease, the Action
or any other obligations or duties of Landlord thereunder.

                  (c) The release and discharge of Landlord or Tenant as
stated above does not extend to breaches of the obligations of Landlord or
Tenant, as the case may be, under this Termination Agreement, and any
material misrepresentation in this Termination Agreement.

                  (d) With respect to the matters released herein, each of
the parties expressly waives the provisions of California Civil Code
section 1542, which provides:

                  "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR
                  AT THE TIME OF EXECUTING  THE  RELEASE,  WHICH IF KNOWN
                  BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
                  THE DEBTOR."

                  TK                                           JP
                  Landlord Initials                            Tenant Initials

                  (e) Landlord and Tenant agree that this Termination
Agreement may be used to obtain an injunction against the other party to
enjoin that party from prosecuting any of the claims released herein. This
Termination Agreement may also be used to obtain the specific performance
of any party hereunder who fails to perform as agreed in this Termination
Agreement. If such injunction or specific performance is sought and
granted, any party enjoined or whose specific performance is ordered must
pay the moving party's attorneys' fees and costs.

         14. Certification to Landlord: Tenant hereby certifies to
Landlord, with respect to Tenant's right in occupancy of the Premises, that
the following statements are true as of the date hereof:

                  (a) Tenant owns and holds the entire interest of Tenant
under the Lease;

                  (b) There exist no subleases entered into by Tenant
affecting the Premises or any part thereof;

                  (c) Tenant has not assigned, transferred, conveyed or
encumbered Tenant's interest under the Lease or any part thereof;

                  (d) Tenant has full authority to execute and deliver this
Termination Agreement, and the undersigned signatory has received authority
from Tenant to act on its behalf and execute and deliver this Termination
Agreement to Landlord (and such Termination Agreement is binding and
enforceable against Tenant in accordance with its terms);

                  (e) Subject to the terms and provisions of the Bill of
Sale, Tenant has not conveyed, encumbered, or otherwise transferred any
interest in the Personal Property or any portion of the Personal Property;

                  (f) The condensed consolidated balance sheet of Tenant,
attached hereto as Exhibit G is the same balance sheet distributed by
Tenant to the public in connection with its announcement of the results for
its second fiscal quarter; and

                  (g) The summary of the capital structure of the Tenant
(on a fully-diluted basis) attached hereto as Exhibit H is true and correct
in all material respects as of the date indicated. If there are any
inaccuracies that are detrimental to the Landlord, Tenant shall immediately
cause to be delivered additional common stock shares to Landlord under the
same terms as the Warrant to remedy any inaccuracies, and Landlord agrees
to accept same in full satisfaction.

         15. Certification to Tenant. Landlord hereby certifies to Tenant
the following:

                  (a) Landlord owns and holds all right, title, and
interest of the Landlord in and to the Premises, including without
limitation, all right, title, and interest in and to the Lease; and

                  (b) Landlord has full and complete authority to execute
and deliver this Termination Agreement to Tenant, no further consent from
any person, including but not limited to any lender, is required for this
Termination Agreement to become effective, and the undersigned signatory
has received authority from Landlord to act on its behalf and execute and
deliver this Agreement to Tenant (and such Termination Agreement is binding
and enforceable against Landlord in accordance with its terms).

         16. Indemnification.

                  (a) Tenant shall indemnify, defend and hold harmless
Landlord from and against any and all loss, damage, injury, liability,
claim, cause of action, action, judgment, cost or expense (including,
without limitation, reasonable attorney's fees but excluding consequential
damages) with respect to any violation or breach of any of the provisions
of Paragraph 14 of the Termination Agreement, and such indemnification,
defense and hold harmless obligation shall survive the termination of the
Lease.

                  (b) Landlord shall indemnify, defend and hold harmless
Tenant from and against any and all loss, damage, injury, liability, claim,
cause of action, action, judgment, cost or expense (including, without
limitation, reasonable attorney's fees but excluding consequential damages)
with respect to any violation or breach of any of the provisions of
Paragraph 15 of the Termination Agreement, and such indemnification,
defense and hold harmless obligation shall survive the termination of the
Lease.

                  (c) Tenant shall indemnify, defend and hold harmless
Landlord from and against any and all loss, damage, injury, liability,
claim, cause of action, action, judgment, cost or expense (including,
without limitation, reasonable attorney's fees but excluding consequential
damages) arising from any lawsuit filed against Landlord by any third
party, including creditors and shareholders of Tenant, with respect to the
subject matter of this Termination Agreement or any of the transactions
contemplated hereby, except to the extent the foregoing results from any
breach, negligence or willful misconduct of Landlord, in which case
Landlord shall indemnify, defend and hold harmless Tenant from all such
results. Such indemnification, defense and hold harmless obligations shall
survive the termination of the Lease.

         17. Attorneys' Fees. In the event that either party to this
Termination Agreement shall institute any action or proceeding against the
other party arising out of or based upon this Termination Agreement, or by
reason of any default hereunder, the prevailing party in such action or
proceeding shall be entitled to recover from the other party all costs of
such action or proceeding, including reasonable attorneys' fees.

         18. Costs. Each party shall bear its own costs, including
brokerage and attorneys' fees, with respect to the termination of the Lease
and the execution and delivery of this Termination Agreement. Landlord
acknowledges that any brokerage and attorneys' fees incurred in reletting
the Premises shall be borne entirely by Landlord, provided the Lease is not
reinstated under the terms of this Termination Agreement.

         19. Entire Agreement. This Termination Agreement (and the exhibits
attached hereto) represent the entire understanding between the parties
hereto with respect to the early termination of the Lease. This Termination
Agreement shall not be modified by either party by oral representation made
before or after the execution of this Termination Agreement, and all
modifications shall be in writing signed by the party against whom
enforcement of such modification is to be sought.

         20. Conflict. Notwithstanding any other term or provision in this
Termination Agreement, in the event of any conflict or inconsistency
between a specific term and/or provision of the Lease and a specific term
and/or provision of this Termination Agreement, the relevant specific term
and/or provision of this Termination Agreement shall prevail for purpose of
resolving any such conflict or inconsistency. Further, notwithstanding any
other term or provision in this Termination Agreement, in the event of any
conflict or inconsistency between a specific term and/or provision of this
Termination Agreement without exhibits thereto, on the one hand, and this
Termination Agreement with exhibits thereto, on the other hand, the
relevant specific term and/or provision of this Termination Agreement
without the specific term and/or provision of the relevant exhibit thereto
that creates the conflict or inconsistency shall prevail for purpose of
resolving any such conflict or inconsistency.

         21. Notices. Except as otherwise expressly provided in this
Termination Agreement, all notices desired or required to be given under
this Termination Agreement shall be delivered in the manner and to the
addresses set forth for Landlord and Tenant in the Lease.

         22. Successors and Assigns. This Termination Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

         23. Reliance. Landlord acknowledges that Tenant is relying on
Landlord's representations and agreements made in this Termination
Agreement and based upon that reliance, shall make public statements
regarding the termination of the Lease consistent with the terms of this
Termination Agreement. Landlord and Tenant acknowledge that if Landlord
were to breach the terms of this Termination Agreement, Tenant would be
severely damaged; and, in the event of such breach, Landlord agrees that it
shall indemnify, defend and hold harmless Tenant from all damages arising
therefrom. Tenant acknowledges that Landlord is relying on Tenant's
representations and agreements made in this Termination Agreement, and in
the event that Tenant were to breach the terms of this Termination
Agreement, Landlord would be severely damaged. In such event, Tenant agrees
that it shall indemnify, defend, and hold harmless Landlord from all
damages arising therefrom.

         24. Reinstatement. Tenant agrees that in the event that the
consideration paid by the Tenant to Landlord, hereunder, is declared by a
court of competent jurisdiction to be fraudulent or preferential, and is
required in whole or in part to be paid over to a trustee,
debtor-in-possession, receiver or similar party, under any local, state,
federal, or other insolvency law or laws providing for relief to debtors,
or in equity, then Landlord shall have all the rights available to it under
the Lease, as if the Lease had not been terminated, and the Lease shall be
deemed to be reinstated.

         25. No Other Adverse Proceedings. Landlord and Tenant each
represent and Warrant that (a) neither it, nor its agents, employees,
officers, directors, shareholders and/or members have filed or caused to be
filed any complaints, charges, lawsuits, requests for relief or any other
claim of any nature whatsoever against the other party or its agents,
employees, officers, directors, shareholders and members concerning any of
the subject matter underlying or covered by this Termination Agreement
and/or the agreements represented by exhibits thereto, the Lease or the
Action with any local, county, state and/or federal agency and/or court,
and (b) neither party nor the aforementioned other related persons or
entities shall file and/or cause to be filed any such complaints, charges,
lawsuits, requests for relief or any other claims of any nature whatsoever
against the other party or its same related persons or entities concerning
any of the aforementioned subject matter with any of the same entities.

         26. Severability. If any term or provision of this Termination
Agreement (including exhibits thereto) is for any reason held to be
invalid, unenforceable or contrary to any public policy, law, statute
and/or ordinance, then the remainder of this Termination Agreement
(including exhibits thereto) shall not be affected thereby and shall remain
valid and fully enforceable.

         27. Counterparts. This Termination Agreement may be executed in
counterparts and all so executed shall constitute an agreement that shall
be binding upon all parties and their successors and assigns.

         28. Waiver. Any purported or actual waiver on the part of one
party, by that party's performance in whole or part under this Termination
Agreement or by any other conduct of that party, notwithstanding the breach
by the other party of any term, covenant or condition contained in this
Termination Agreement, shall not be deemed to be a waiver of such term,
covenant or condition.

         29. Construction. The language of all parts of this Termination
Agreement shall in all cases be construed to have been drafted and prepared
by all parties and their counsel.

         IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the date first written above.

LANDLORD:                                            TENANT:
LIMAR REALTY CORP. #30,                              NIKU CORPORATION,
a California corporation                             a Delaware corporation

By:   /s/ Theodore H. Kruttschnitt                By:   /s/ Joshua Pickus
   -------------------------------                   ------------------------
Name: Theodore H. Kruttschnitt                    Name: Joshua Pickus
Its:  President                                   Its:  CFO
EXHIBIT 10.2

                              NIKU CORPORATION

                              VOTING AGREEMENT

         THIS VOTING AGREEMENT (the "Agreement") is entered into as of
October 31, 2002 between Niku Corporation, a Delaware corporation (the
"Company") and Limar Realty Corp. #30, a California corporation (the
"Warrant Holder").

                                 RECITALS:

         WHEREAS, in connection with the full and final settlement of the
Company's obligations under a certain lease, among other actions taken or
to be taken, the Company has issued to the Holder, as of the date hereof, a
warrant (the "Warrant") to purchase 14,450,000 shares of the Company's
common stock, par value $0.0001 per share (the "Common Stock"); and

         WHEREAS, the Warrant Holder is entering into this Agreement in
order to induce the Company to execute and deliver the Termination of Lease
Agreement dated as of the date hereof, between the Company and the Warrant
Holder (the "Termination Agreement") and to consummate the transactions
contemplated thereby.

         NOW, THEREFORE, in consideration of the promises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledge, the parties hereto agree as follows:

                                 ARTICLE 1

                                   VOTING

         1.1 Warrant Shares.

The Warrant Holder agrees to hold all 14,450,000 shares beneficially owned
by it as of the date hereof (the "Common Shares") subject to, and to vote
the Common Shares (following issuance thereof in whole or in part in
connection with the exercise of the Warrant at any time and from time to
time) in accordance with, the provisions of this Agreement.

         1.2 Voting; Irrevocable Proxy.

The Warrant Holder agrees to vote the Common Shares on any matter presented
to stockholders of the Company (and to consent in respect of the Common
Shares on any matter in respect of which written consents are solicited) at
the Warrant Holder's option between clauses (a) and (b) (but in every case
to vote as set forth in clause (a) or clause (b)), (a) in the case where
the Company's Board of Directors has made a recommendation to the Company's
stockholders to vote in favor of or against any matter presented at such
meeting (or has made a recommendation to the Company's stockholders to
deliver a written consent to any matter in respect of which written
consents are solicited), in the manner so recommended by the Company's
Board of Directors (it being understood, in the case where the Company's
Board of Directors shall have changed its recommendation in respect of such
matter to the Company's stockholders, that such vote (or consent) shall be
in the manner most recently recommended by the Company's Board of
Directors) or (b) in the same proportion as all other shares of Common
Stock which are present at the applicable meeting and eligible to vote are
actually voted (for such purposes ignoring all abstentions and broker
non-votes), or, in the case where written consents are solicited or
otherwise sought from stockholders of the Company with respect to any
matter presented to stockholders of the Company, to consent in favor of
such matter in the same proportion as all other shares of Common Stock
eligible to consent with respect to such matter validly consented thereto;
provided, however, in all instances the votes cast in the case of a
stockholder meeting (or consents) in respect of all shares of Common Stock
owned by Farzad Dibachi, Rhonda Dibachi and any partnership, corporation,
limited liability company, trust, or other entity of which Farzad Dibachi
or Rhonda Dibachi is an officer, director, trustee, or managing member, or
is directly or indirectly a stockholder, member, partner or otherwise
holder of a beneficial interest (collectively, "Dibachi Shares")(and, in
the case of solicited written consents, all Dibachi Shares) shall be
ignored in calculating such proportion.

This Proxy shall be exercised in accordance with clause (b) above unless
the Warrant Holder shall have indicated to the proxy holder no later than
five days in advance of the applicable meeting date (or, in the case of any
written consent solicitation, no later than five days in advance of the
date on which written consents received in respect of the applicable matter
become effective provided that the written consent solicitation was given
to the Warrant Holder at least 10 days prior to the applicable effective
date) that it elects to have the Common Shares voted in the manner
indicated in clause (a) above, in which case this proxy shall be exercised
in accordance with clause (a) above.

Contemporaneously with each exercise of the Warrant, and as a condition to
any issuance by the Company of Common Shares thereunder, the Warrant Holder
shall deliver to the Company a proxy in the form attached to this Agreement
as Exhibit A, which (except as provided therein) shall be irrevocable prior
to the Expiration Date (as defined below) to the fullest extent permitted
by law, with respect to the Common Shares (the "Proxy").

         1.3 Legend.

                  1.3.1. The Warrant Holder acknowledges that upon issuance
of any Common Shares, there shall be imprinted or otherwise placed, on
certificates representing the Common Shares the following restriction
legend (the "Legend"):

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  TERMS AND CONDITIONS OF A VOTING AGREEMENT ("VOTING
                  AGREEMENT") WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING
                  OF THE SHARES REPRESENTED HEREBY.  SUBJECT TO CERTAIN
                  EXCEPTIONS AS SET FORTH IN THE VOTING AGREEMENT, ANY PERSON
                  ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO
                  AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF
                  SUCH AGREEMENT.  A COPY OF SUCH VOTING AGREEMENT WILL BE
                  FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT
                  CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL
                  PLACE OF BUSINESS."

                  1.3.2. Subject to the provisions of Section 1.4 below,
the Company agrees that, during the term of this Agreement, it will not
remove, and will not permit to be removed (upon registration of transfer,
reissuance or otherwise) the Legend for any such certificate and will place
or cause to be placed the Legend on any new certificate issued to represent
Common Shares theretofore represented by a certificate carrying the Legend.

         1.4 Successors. Except in respect of any sale or sales of any
Common Shares effected pursuant to any public trading market for the Common
Stock to a third party unaffiliated with the Warrant Holder (including,
without limitation, any Nasdaq market), which shares shall no longer be
deemed "Common Shares" for purposes of this Agreement or any proxy granted
pursuant hereto, (a) the provisions of this Agreement shall be binding upon
the successors in interest to any of the Common Shares and (b) the Company
shall not permit the transfer of any of the Common Shares on its books or
issue a new certificate representing any of the Common Shares unless and
until the person to whom such security is to be transferred shall have
executed a written Agreement, substantially in the form of this Agreement,
pursuant to which such person becomes a party to this Agreement and agrees
to be bound by all the provisions hereof as if such person were the Warrant
Holder.

         1.5 Other Rights. Except as provided by this Agreement, the
Warrant Holder can exercise the full rights of a stockholder with respect
to the Common Shares upon issuance thereof.

                                 ARTICLE 2

                                TERMINATION

This Agreement shall continue in full force and effect from the date hereof
through the earlier of (such date, the "Expiration Date") (a) the date upon
which the Warrant Holder and its affiliates shall have sold the last of the
Common Shares (or upon expiration of the Warrant without exercise thereof),
or (b) the closing of any merger or consolidation of the Company with any
other corporation or other entity, or other corporate reorganization of the
Company, in which the holders of the Company's outstanding voting stock
immediately prior to such transaction own, immediately after such
transaction, securities representing less than fifty percent (50%) of the
voting power of the corporation or other entity surviving such transaction
or the closing of the sale of all or substantially all of the assets of the
Company (not including for such purpose any transaction resulting in the
acquisition by Farzad Dibachi or his affiliates of more than fifty percent
(50%) of the voting power of the corporation or other entity surviving such
transaction).

                                 ARTICLE 3

                               MISCELLANEOUS

         3.1 Ownership. The Warrant Holder represents and warrants to the
Company that (a) it now owns the Warrant, and upon issuance, will own the
Common Shares, free and clear of liens or encumbrances, and has not and
will not execute or deliver any proxy or enter into any other voting
agreement or similar arrangement in respect of the Common Stock and (b) it
has full power and capacity to execute, deliver and perform this Agreement,
which has been duly executed and delivered by, and evidences the valid and
binding obligation, of the Warrant Holder enforceable in accordance with
its terms.

         3.2 Further Action. Except in respect of any sale or sales of
Common Shares effected pursuant to any public trading market for the Common
Stock (including, without limitation, any Nasdaq market), if and whenever
any beneficial ownership interest in the Common Shares is transferred, the
Warrant Holder shall do all things and execute and deliver all documents
and make all transfers and cause any transferee of the Common Shares to do
all things and execute and deliver all documents, as may be necessary to
consummate such sale consistent with this Agreement.

         3.3 Specific Performance. The parties hereto hereby declare that
is impossible to measure in money the damages which will accrue to a party
hereto or to their heirs, personal representatives, or assigns by reason of
a failure to perform any of the obligations under Agreement and agree that
the terms of this Agreement shall be specially enforceable. If any party
hereto or his heirs, personal representatives, or assigns institutes any
action or proceeding to specifically enforce the provisions hereto, any
person against whom such action or proceeding is brought hereby waives the
claim or defense therein that such party or such personal representative
has an adequate remedy at law, and such person shall not offer in any such
action or proceeding the claim or defense that such remedy at law exists.

         3.4 Governing Law. This Agreement, and the rights of the parties
hereto, shall be governed by and construed in accordance with the laws of
the State of Delaware as such apply to agreements among Delaware residents
made and to be performed entirely within the State of Delaware.

         3.5 Amendment. This Agreement may be amended only by an instrument
in writing signed by the Company and the Warrant Holder.

         3.6 Severability. If any provision of this Agreement is held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.

         3.7 Successors. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors, assigns
other legal representatives.

         3.8 Additional Shares. In the event that subsequent to the date of
this Agreement any shares or other securities (other than any share or
security of another corporation issued to the Company's stockholders
pursuant to a plan of merger or other reorganization satisfying the
description in Article 2) are issued on, or in exchange for, Common Shares
by reasons of any stock dividend, stock split, consolidation of shares,
reclassification or consolidation involving the Company, such shares or
securities which are issued to Warrant Holder shall be deemed to be Common
Shares for purposes of this Agreement, and each certificate representing
such shares shall bear the legend set forth in Section 1.3.1.

         3.9 Counterparts. This Agreement may be executed in or more
counter parts, each of which will be deemed an original but all of which
together shall constitute one and the same agreement.

         3.10 Waiver. No waivers of any breach of this Agreement extended
by any party hereto any other party shall be construed as a waiver of any
rights or remedies of any other party hereto or with respect to any
subsequent breach.

         3.11 Entire Agreement. This Agreement and the exhibits hereto,
along with the Warrant and the Termination Agreement, constitute the full
and entire understanding and agreement between the parties with regard to
the subject hereof and thereof and no party shall be liable or bound to any
other in any manner by any representations, warranties, covenants, and
agreements except as specifically set forth herein and therein.

         IN WITNESS WHEREOF, the parties hereto have executed the Voting
Agreement as of the date set forth in the first paragraph hereof.

COMPANY                              WARRANT HOLDER

NIKU CORPORATION                     LIMAR REALTY CORP. #30

By:     /s/ Joshua Pickus            By:     /s/ Theodore H. Kruttschnitt
    ---------------------               ---------------------------------
Name:   Joshua Pickus                Name:   Theodore H. Kruttschnitt
Title:  CFO                          Title:  President

                                 EXHIBIT A

                         FORM OF IRREVOCABLE PROXY

                  The undersigned, Limar Realty Corp. #30, a California
corporation (the "Warrant Holder"), hereby irrevocably (to the fullest
extent permitted by law) appoints and constitutes Niku Corporation, a
Delaware corporation (the "Company"), the attorney and proxy of the
undersigned with full power of substitution and resubstitution, to the full
extent of the undersigned's rights with respect to all the outstanding
shares of capital stock of the Company owned of record by the undersigned
as of the date of this proxy, which shares are specified on the final page
of this proxy (the "Common Shares"). Upon the execution hereof, all prior
proxies given by the undersigned with respect to any of the Common Shares
are hereby revoked, and the undersigned agrees that no subsequent proxies
will be given with respect to any of the Common Shares except in connection
with any subsequent exercise of the Warrant, at which time such subsequent
proxy shall cover all Common Shares owned of record by the undersigned at
such time.

                  This proxy is irrevocable, is coupled with an interest,
is granted pursuant to the undersigned's obligations under the Voting
Agreement dated as of October 31, 2002, between the Company and the
undersigned (the "Voting Agreement") and is granted in consideration of the
Company having entered into the Termination Agreement of even date herewith
and providing the Termination Consideration (as such term is defined in the
Termination Agreement) thereunder. Capitalized terms used but not defined
in this irrevocable proxy have the meanings ascribed to them in the Voting
Agreement.

                  The attorney and proxy named above (and its successor(s))
will be empowered, and may exercise this irrevocable proxy, to vote the
Common Shares at any meeting of the stockholders of the Company, however
called, and at every adjournment or postponement thereof, or in connection
with any solicitation of written consents from stockholders of the Company,
to vote the Common Shares (or consent in respect of the Common Shares), at
the Warrant Holder's option and subject to the next paragraph hereof, (a)
in the case where the Company's Board of Directors has made a
recommendation to the Company's stockholders to vote in favor of or against
any matter presented at such meeting (or has made a recommendation to the
Company's stockholders to deliver a written consent to any matter in
respect of which written consents are solicited), in the manner so
recommended by the Company's Board of Directors (it being understood, in
the case where the Company's Board of Directors shall have changed its
recommendation in respect of such matter to the Company's stockholders,
that such vote (or consent) shall be in the manner most recently
recommended by the Company's Board of Directors) or (b) in the same
proportion as all other shares of Common Stock which are present at such
meeting and eligible to vote are actually voted (for such purposes ignoring
all abstentions and broker non-votes), or, in the case where written
consents are solicited or otherwise sought from stockholders of the
Company, to consent in favor of such matter in the same proportion as all
other shares of Common Stock eligible to consent with respect to such
matter validly consent thereto; provided, however, in all instances the
votes cast in the case of a stockholder meeting (or consents) in respect of
all shares of Common Stock owned by Farzad Dibachi or Rhonda Dibachi or any
partnership, corporation, limited liability company, or other entity of
which Farzad Dibachi or Rhonda Dibachi is an officer, director, trustee or
managing member, or is directly or indirectly a stockholder, member,
partner, or otherwise holder of a beneficial interest (collectively,
"Dibachi Shares")(and, in the case of solicited written consents, all
Dibachi Shares), shall be ignored in calculating such proportion.

                  This proxy shall be exercised in accordance with clause
(b) above unless the Warrant Holder shall have indicated to the proxy
holder no later than five days in advance of the applicable meeting date
(or, in the case of any written consent solicitation, no later than five
days in advance of the date on which written consents received in respect
of the applicable matter become effective provided that the written consent
solicitation was given to the Warrant Holder at least 10 days prior to the
applicable effective date) that it elects to have the Common Shares voted
in the manner indicated in clause (a) above, in which case this proxy shall
be exercised in accordance with clause (a) above.

                  The undersigned acknowledges that it may not vote (or
grant any consent with respect to) the Common Shares on any matter.

                  Except in respect of any sale or sales of any Common
Shares effected pursuant to any public trading market for the Common Stock
to a third party unaffiliated with the Warrant Holder (including, without
limitation, any Nasdaq market), which shares shall no longer be deemed
"Common Shares" for purposes of this Agreement or any proxy granted
pursuant hereto, this proxy shall be binding upon the estate, executors,
successors and assigns of the undersigned (including any transferee of any
of the Common Shares.

                  If any provision of this proxy or any part of any such
provision is held under any circumstances to be invalid or unenforceable in
any jurisdiction, then (a) such provision or part thereof shall, with
respect to such circumstances and in such jurisdiction, be deemed amended
to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent, (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction, and (c)
the invalidity or unenforceability of such provision or part thereof shall
not affect the validity or enforceability of the remainder of such
provision or the validity or enforceability of any other provision of this
proxy. Each provision of this proxy is separable from every other provision
of this proxy, and each part of each provision of this proxy is separable
from every other part of such provision.

                  This proxy shall terminate, and be of no further force
and effect, automatically upon the Expiration Date (as defined in the
Voting Agreement).

[Continued on next page]

Number of shares of common stock of the Company owned of record as of the
date of this proxy, giving effect to the exercise of the Warrant in
connection with which this proxy is being delivered:

_______________

Dated: ___________, 200_

           LIMAR REALTY CORP. #30

           By:____________________________________

           Name: Theodore H. Kruttschnitt

           Title: President
EXHIBIT 10.3

                                BILL OF SALE

                  THIS BILL OF SALE ("Bill of Sale") is made and entered
into as of October 31, 2002, by NIKU CORPORATION, a Delaware corporation
("Niku"), to and for the benefit of LIMAR REALTY CORP #30, a California
corporation ("Limar").

                              R E C I T A L S

                  WHEREAS, Niku is the present lessee of certain real
property known as 350 Convention Way, located in the City of Redwood City,
County of San Mateo, State of California (the "Premises");

                  WHEREAS, Niku and Limar intend to terminate Niku's lease
of the Premises from Limar pursuant to that certain Termination of Lease
Agreement dated October 31, 2002 (the "Termination Agreement");

                  WHEREAS, Niku has agreed under the Termination Agreement
to transfer and convey to Limar the Personal Property as partial
consideration for Limar's obligations under the Termination Agreement; and

                  WHEREAS, Niku desires to convey all of Niku's right,
title and interest in, to and under the Personal Property (as defined
below) to Limar, effective as of the "Termination Date" under the
Termination Agreement.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Niku hereby
agrees as follows:

                             A G R E E M E N T

         1. Effective as of the Termination Date, Niku does hereby
unconditionally, absolutely, and irrevocably grant, bargain, sell,
transfer, assign, convey, set over and deliver unto Limar all of Niku's
right, title and interest in and to all of that certain tangible personal
property, equipment and supplies owned by Niku described on Schedule 1
attached hereto (collectively, the "Personal Property").

         2. Niku hereby covenants that it has received a release agreement
with respect to the Personal Property from Mid-Peninsula Bank attached
hereto as Schedule 2. Niku represents and warrants to Limar that Niku has
good, valid and marketable title to all of the Personal Property and has
transferred to and vested in Limar good and marketable title to each item
of the Personal Property herein conveyed, free and clear of any and all
options, liens, mortgages, pledges, security interests, prior assignments,
encumbrances, covenants, restrictions, claims and any other matters
affecting title. Niku warrants that it has full power and authority to
convey the Personal Property. Niku is hereby conveying the Personal
Property to Limar, to have and to hold, absolutely and unconditionally, and
Niku does hereby bind itself, its successors and assigns, to warrant and
defend the title to such Personal Property to Limar and its successors and
assigns against every person making claim thereto forever.

         3. The Personal Property is being acquired by Limar and conveyed
by Niku and is being delivered by Niku to Limar in an "AS IS, WHERE IS"
condition on the Termination Date, and in its then present condition, "with
all faults", including, but not limited to, both latent and patent defects,
and Limar shall rely upon its own examination thereof. Other than as set
forth expressly in this Bill of Sale, no warranties, express or implied are
made by Niku concerning the Personal Property, including, but not limited
to, warranties of merchantability or fitness for a particular purpose, or
quality.

         4. Niku shall execute and deliver such further instruments of,
conveyance, transfer and assignment and take such other actions reasonably
requested by Limar in order to more effectively bargain, assign, transfer,
convey to and vest in Limar all rights and title to the Personal Property
conveyed to Limar, as specified herein.

         5. This Bill of Sale shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors and assigns.

         6. This Bill of Sale and the legal relations between the parties
hereto shall be governed by and construed and enforced in accordance with
the laws of the State of California, without regard to its principles of
conflicts of law.

         7. Niku is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.

         8. In the event that either party to this Bill of Sale shall
institute any action or proceeding against the other party arising out of
or based upon this Bill of Sale, or by reason of any default hereunder, the
prevailing party in such action or proceeding shall be entitled to recover
from the other party all costs of such action or proceeding, including
reasonable attorneys' fees.

         IN WITNESS WHEREOF, this Bill of Sale was made and executed as of
the date first above written.

         Niku:

         NIKU CORPORATION,
         a Delaware corporation

         By:    /s/ Joshua Pickus
            ---------------------
         Name:  Joshua Pickus
         Its:   CFO

         Agreed and Accepted

         Limar:

         LIMAR REALTY CORP. #30,
         a California corporation

         By:    /s/ Theodore H. Kruttschnitt
            --------------------------------
         Name:  Theodore H. Kruttschnitt
         Its:   President
EXHIBIT 99.1

Investor Contact:                        Media Contact:
----------------                         -------------

Stephanie Tawn                           Rick Downer
Niku Corporation                         Niku Corporation
650-701-2732                             650-298-4691
stawn@niku.com                           rdowner@niku.com

FOR IMMEDIATE RELEASE

NIKU SUCCESSFULLY TERMINATES MAJOR FACILITY LEASE

         Agreement with Landlord Eliminates $122 Million Obligation

REDWOOD CITY, Calif., November 7, 2002 - Niku Corporation (Nasdaq: NIKU)
announced today that it has terminated a major facility lease.

The lease covered the Company's former headquarters at 350 Convention Way,
Redwood City, California, and had a term of 15 years from its commencement
date in August 2001. The Company's future liabilities under the lease were
approximately $122 million before mitigation by the landlord.

In consideration for the termination, the Company agreed to release
security deposits of approximately $8.8 million, make termination payments
of approximately $7.6 million, transfer the furniture located in the
facility, and issue a warrant for 14,450,000 shares of Common Stock at an
exercise price of $0.0001 per share. In connection with the termination,
the landlord executed a Voting Agreement giving the Company the right to
vote the shares issuable under the warrant in the event the warrant is
exercised.

The Company had approximately $17.0 million in cash and cash equivalents at
the end of its third fiscal quarter on October 31, 2002. The Company made
approximately $5.6 million of the cash termination payments in the first
week of November. The remaining cash termination payments, approximately
$2.0 million, will be made in February 2003. Release of the security
deposits does not affect the Company's cash balance because the security
deposits have not been included in the Company's cash balance.

Joshua Pickus, Niku's chief financial officer, said "We are pleased to have
this lease termination behind us. The security deposits of $8.8 million
were not available for the Company to use until the end of the lease term
in 2016. The cash termination payments of $7.6 million represent less than
15 months of payments under the lease had it remained in force. Going
forward, this lease termination significantly reduces the amount of cash
Niku will be required to devote to facilities and allows us to concentrate
our spending in areas that directly benefit customers."

The Company accrued a substantial portion of the termination costs in the
second fiscal quarter ended July 31, 2002 based on estimates of the
termination costs. The Company's third quarter results will include in
restructuring expense an additional charge of approximately $3.0 million to
reflect changes in the termination agreement and an increase in the value
of the warrant based on the increase in the price of the Company's Common
stock during the third quarter.

As part of its restructuring program, Niku has also terminated leases in
Arlington, Texas, Atlanta, Georgia, Bellevue, Washington, Danville,
California and Lincolnshire, Illinois.

About Niku

Niku Corporation develops enterprise application software for Services
Relationship Management (SRM), software that cuts costs and increases
revenues by automating internal services and the relationships between
them. Niku SRM enables companies to streamline their mid-office departments
-- IT, R&D, consulting services, marketing, legal, and more--by combining
project management, resource management, financial management, opportunity
management and knowledge management with collaboration, extranets, and an
executive dashboard, all in one integrated Web-native application. ## Note:
Niku is a registered trademark of Niku Corporation in the United States and
certain other countries. The Niku logo is a trademark of Niku Corporation.
Forward-Looking Statements The financial results contained in this press
release are preliminary and subject to revision. Statements or information
in this press release other than statements of historical fact contain
predictions, estimates and are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which
involve risks and uncertainties. These forward looking statements include,
but are not limited to, statements regarding projected lease termination
payments, projected use of the Company's resources and projected
restructuring charges. All forward-looking statements included in this
press release are based upon information available to Niku as of the date
of the release, and we assume no obligation to update any such
forward-looking statements. These statements are not guarantees of future
performance and actual results could differ materially from our current
expectations. Factors that could cause or contribute to such differences
include, but are not limited to the risks and uncertainties detailed in the
Company's Form 10-K filed on April 19, 2002 and in its other filings with
the Securities and Exchange Commission.