BACKWEB TECHNOLOGIES LTD
EXHIBIT 10.19
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>3
<FILENAME>f70930ex10-19.txt
<DESCRIPTION>EXHIBIT 10.19
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.19


                             2ND AMENDMENT TO LEASE

THIS 2ND AMENDMENT TO LEASE (this "2ND AMENDMENT") is made this 7th day of
November, 2000 between SPIEKER PROPERTIES, L.P., a California limited
partnership, ("LANDLORD"), and BACKWEB TECHNOLOGIES, INC., a Delaware
corporation ("TENANT").

     WHEREAS, Landlord and Tenant entered into a Lease dated December 23, 1998,
(as amended by the 1st Amendment to Lease -- Expansion dated May 12, 2000, the
"LEASE"), for those certain premises located at SUITE 510, 2077 GATEWAY PLACE,
San Jose, California (the "PREMISES"), as more fully described in the Lease.
Capitalized terms used but not otherwise defined herein shall have the meanings
given them in the Lease; and

     WHEREAS, Landlord and Tenant desire to modify the Lease as provided herein.

     NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties hereby mutually agree as follows:

1.   PREMISES:

     The existing Premises of Suite 510 (approximately 3,476 rentable square
     feet), Suite 550 (approximately 3,204 rentable square feet), and Suite 500
     (approximately 10,889 rentable square feet, effective February 1, 2002),
     shall be expanded to include:

     A.   Suite 300 of 2077 Gateway Place, San Jose, California, which is deemed
          to consist of approximately 16,797 rentable square feet, for a total
          rentable square footage of 23,477 effective March 1st, 2001, and a
          total rentable square footage of 34,366 effective February 1, 2002.

2.   TERM:

     It is intended that the Lease for Suites 510, 550, 500 and 300 shall all
     expire on January 31, 2007. Therefore, the Term of the Lease for Suite 300
     shall be for seventy-one (71) months, commencing March 1, 2001 and expiring
     January 31, 2007.

3.   RENTAL:

     The rental schedule for Base Rent each month shall be as follows:

<TABLE>
<CAPTION>
                   Suite 510   Suite 550   Suite 500   Suite 300    Total
                   ---------   ---------   ---------   ---------    -----
<S>                <C>         <C>         <C>         <C>          <C>
3/1/01 - 1/31/02    9,316.00   10,349.00          0     83,145.00   102,810.00/m.
2/1/02 - 4/30/02    9,316.00   10,862.00   36,914.00    87,386.00   144.478.00/m.
5/1/02 - 1/31/03   11,783.00   10,862.00   36,914.00    87,386.00   146,945.00/m.
2/1/03 - 1/31/04   12,375.00   11,406.00   38,765.00    91,839.00   154,385.00/m.
2/1/04 - 1/31/05   13,000.00   11,983.00   40,725.00    96,515.00   162,223.00/m.
2/1/05 - 1/31/06   13,660.00   12,592.00   42,794.00   101,425.00   170,471.00/m.
2/1/06 - 1/31/07   14,355.00   13,233.00   44,972.00   106,580.00   179,140.00/m.
</TABLE>

4.   OPERATING EXPENSES:

     In addition to the Base Rent, Tenant shall pay Operating Expenses in
     accordance with Paragraph 7 of the Lease. Estimated Operating Expenses for
     the year 2001 are approximately $0.80 per rentable square foot. As such,
     initial Estimated Operating Expenses for Suite 300 are approximately
     $13,438.00 per month.
<PAGE>   2


5.    SECURITY DEPOSIT:

Tenant shall increase the security deposit as follows:

<TABLE>
<CAPTION>
                                        By:           From:           To:
<S>                                <C>            <C>            <C>
Upon execution of this Amendment:  $1,400,000.00  $  103,971.00  $1,503,971.00
On or before February 1, 2002:     $  896,029.00  $1,503,971.00  $2,400,000.00
</TABLE>

6.    LETTER OF CREDIT:

      At Landlord's sole discretion, but without obligation, Tenant may request
      a portion of the March 1, 2001 security deposit increase to be provided
      in the form of a Letter of Credit, according to the following provisions:

      A.    DELIVERY OF LETTER OF CREDIT. In lieu of depositing an increased
            cash security deposit with Landlord, Tenant may, on execution of
            this Lease Amendment #2, elect to deliver to Landlord and cause to
            be in effect during the remainder of the Lease Term an
            unconditional, irrevocable letter of credit ("LOC") in the amount of
            $300,000.00 for a portion of the increased Security Deposit in this
            Lease Amendment #2, as it may be increased as provided in this
            Amendment and the Lease (the "LOC AMOUNT") for an initial term
            extending 30 days beyond the expiration date of this Lease Amendment
            #2 or any extension thereto. The LOC shall be in a form acceptable
            to Landlord and shall be issued by an LOC bank selected by Tenant
            and acceptable to Landlord. The text of the LOC shall expressly
            state that the LOC shall survive the termination of this Lease. An
            LOC bank is a bank that accepts deposits, maintains accounts, has a
            local office that will negotiate a letter of credit, and the
            deposits of which are insured by the Federal Deposit Insurance
            Corporation. Tenant shall pay all expenses, points, or fees incurred
            by Tenant in obtaining the LOC. The LOC shall not be mortgaged,
            assigned or encumbered in any manner whatsoever by Tenant without
            the prior written consent of Landlord. Tenant acknowledges that
            Landlord has the right to transfer or mortgage its interest in the
            Project, the Building and in this Lease and Tenant agrees that in
            the event of any such transfer or mortgage, Landlord shall have the
            right to transfer or assign the LOC and/or the LOC Security Deposit
            (as defined below) to the transferee or mortgagee, and in the event
            of such transfer, Tenant shall look solely to such transferee or
            mortgagee for the return of the LOC and/or the LOC Security Deposit.
            Tenant shall, within ten (10) business days of request by Landlord,
            execute such further instruments or assurances as Landlord may
            reasonably deem necessary to evidence or confirm Landlord's transfer
            or assignment of the LOC Security Deposit and/or the LOC to such
            transferee or mortgagee.

      B.    REPLACEMENT OF LETTER OF CREDIT. Tenant may, from time to time,
            replace any existing LOC with a new LOC if the new LOC (a) becomes
            effective at least thirty (30) days before expiration of the LOC
            that it replaces; (b) is in the required LOC amount; (c) is issued
            by the LOC bank acceptable to Landlord; and (d) otherwise complies
            with the requirements of this Paragraph 6.

      C.    LANDLORD'S RIGHT TO DRAW ON LETTER OF CREDIT. The LOC shall be held
            by Landlord as security for the faithful performance by Tenant of
            all the terms, covenants, and conditions of this Lease to be kept
            and performed by Tenant during the Lease Term. The LOC shall not be
            mortgaged, assigned or encumbered in any manner whatsoever by Tenant
            without the prior written consent of Landlord. Landlord shall hold
            the LOC as security for the performance of Tenant's obligations
            under the Lease. If, after notice and failure to cure within any
            applicable period provided in this Lease, Tenant defaults on any
            provision of this Lease, Landlord may, without prejudice to any
            other remedy it has, draw on all or any portion of the LOC necessary
            to (a) pay Rent or other sum in default; (b) pay or reimburse
            Landlord for any amount that Landlord may spend or
<PAGE>   3
          become obligated to spend in exercising Landlord's rights under
          Paragraph 30 of the Lease (Right of Landlord to Perform Tenant's
          Covenant); and/or (c) compensate Landlord for any expense, loss, or
          damage that Landlord may suffer because of Tenant's default. The use,
          application or retention of the LOC, or any portion thereof, by
          Landlord shall not prevent Landlord from exercising any other right
          or remedy provided by this Lease or by law, it being intended that
          Landlord shall not first be required to proceed against the LOC and
          shall not operate as a limitation on any recovery to which Landlord
          may otherwise be entitled. If Tenant fails to renew or replace the
          LOC at least thirty (30) days before its expiration, Landlord may,
          without prejudice to any other remedy it has, draw on the entire
          amount of the LOC.

     D.   LOC SECURITY DEPOSIT. Any amount of the LOC that is drawn on by
          Landlord but not applied by Landlord shall be held by Landlord as a
          security deposit (the "LOC SECURITY DEPOSIT") in accordance with
          Paragraph 19 of the Lease.

     E.   RESTORATION OF LETTER OF CREDIT AND LOC SECURITY DEPOSIT. If Landlord
          draws on all or any portion of the LOC and/or applies all or any
          portion of such draw, Tenant shall, within give (5) business days
          after demand by Landlord, either (a) deposit cash with Landlord in an
          amount that, when added to the amount remaining under the LOC and the
          amount of any LOC Security Deposit, shall equal the LOC Amount then
          required under this Paragraph 6; or (b) reinstate the LOC to the full
          LOC Amount, and Tenant's failure to do so shall be a default under
          this Lease.

     If Tenant elects to have Landlord review Tenant's then-current audited
     financial statements, Landlord is obligated in no way to decrease Tenant's
     security deposit.

7.   TENANT'S PROPORTIONATE SHARE:

     Tenant's Proportionate Share of the Building for Suite 300 shall be
     22.25%, for a total Proportionate Share of 31.09% effective March 1st,
     2001, and a Proportionate Share of 45.51% effective February 1, 2002.

8.   TENANT IMPROVEMENTS:

     Tenant shall accept Suite 300 in "as-is" condition. However, Landlord
     shall replace the carpet within the suite with building-standard carpet,
     and paint all paint-grade walls with building standard latex materials.

9.   PARKING:

     Notwithstanding the provisions of Paragraph 37 of the Lease, Landlord will
     be implementing parking charges by the end of 2001. Tenant shall pay to
     Landlord (or Landlord's parking contractor, if so directed in writing by
     Landlord), as Additional Rent hereunder, the monthly charges established
     from time to time by Landlord for parking in such parking areas. Such
     parking charges shall be payable in advance with Tenant's payment of Base
     Rent. No deductions from the monthly parking charge shall be made for days
     on which the Tenant does not use any of the parking spaces entitled to be
     used by Tenant.

Except as expressly modified above, all terms and conditions of the Lease remain
in full force and effect and are hereby ratified and confirmed.

<PAGE>   4
     IN WITNESS WHEREOF, the parties hereto have entered into this 2nd Amendment
to Lease as of the date first written above.

LANDLORD:                            TENANT:

Spieker Properties, L.P.,            BackWeb Technologies, Inc.
a California limited partnership     a Delaware corporation

By: Spieker Properties, Inc.,        By:  /s/ CHRIS MARSHALL
    a Maryland corporation                ----------------------
    its General Partner                   Chris Marshall

                                     Its: Vice President Finance
                                          ----------------------

By: /s/ JOHN W. PETERSEN
     ----------------------
     John W. Petersen

Its: Senior Vice President
     ----------------------


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