Amendment to Loan Agreement



Borrower:     Pilot  Network  Services,  Inc.
Address:      1080  Marina  Village  Parkway
              Alameda,  California  94501
Date:         January  9,2001

     THIS  AMENDMENT TO LOAN AGREEMENT is entered into between GREYROCK CAPITAL.
a Division of Banc of America Commercial Finance Corporation ("Greyrock"), whose
address  is  10880  Wilshire  Blvd.,  Suite  1850,  Los  Angeles,  CA  90024 and
the  borrower  named  above  ("Borrower").

     The  Parties  agree  to amend the Loan and Security Agreement between them,
dated  November  9, 1999 (the "Loan Agreement") as follows. (This Amendment, the
Loan  Agreement,  all  prior  written  amendments  to  the  foregoing, signed by
Greyrock  and  the  Borrower,  and  all  other  written documents and agreements
between  Greyrock  and  the  Borrower are referred to herein collectively as the
"Loan  Documents".  Capitalized  terms  used  but not defined in this Amendment,
shall  have  the  meanings  set  forth  in  the  Loan  Agreement.)

     1.     Modification to Financial Covenant. Section 8 (2) of the Schedule to
the  Loan  Agreement,  which  presently  reads:

           "(1)  Cash  on  Hand.  Borrower shall maintain cash on  hand  of  not
                ---------------
           less than the following amounts at the  following  dates,  and  shall
           provide evidence of the same to  Greyrock, reasonably satisfactory to
           Greyrock,  by  the  said  dates:

                         at  10/31/00:     $4,250,000

                         at  11/17/00:     $4,500,000

                         at  11/30/00:     $4,500,000

                         at  12/15/00:     $4,500,000

                         at  12/31/00:     $3,750,000

                         at  01/12/01:     $4,000,000

                         at  01/31/01:     $3,500,000."


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          Greyrock Capital         Amendment and Extension Agreement
          __________________________________________________________

is  amended  to  read  as  follows:

           "(1)  Cash  on  Hand.  Borrower shall maintain cash on  hand  of  not
                ---------------
           less than the following amounts at the  following  dates,  and  shall
           provide evidence of the same to  Greyrock, reasonably satisfactory to
           Greyrock,  by  the  said  dates:

                         at  10/31/00:     $4,250,000

                         at  11/17/00:     $4,500,000

                         at  11/30/00:     $4,500,000

                         at  12/15/00:     $4,500,000

                         at  12/31/00:     $2,250,000

                         at  01/12/01:     $2,750,000

                         at  01/31/01:     $2,500,000."

     2.     Representations  True.  Borrower represents and warrants to Greyrock
that  all  representations  and  warranties  set forth in the Loan Agreement, as
amended  hereby,  are  true  and  correct.

     3.     General  Provisions.  This  Amendment, the Loan Agreement, the Note,
and  the  other  Loan Documents set forth in full all of the representations and
agreements  of  the  parties  with  respect  to  the  subject  matter hereof and
supersede  all prior discussions, representations. agreements and understandings
between  the  parties  with  respect  to  the  subject  hereof.  Nothing  herein
constitutes  a waiver of any default or Event of Default, known or unknown which
may  exist.  Except as herein expressly amended, all of the terms and provisions
of  the  Loan Agreement, the Note and the other Loan Documents shall continue in
full  force  and  effect  and  the  same  are  hereby  ratified  and  confirmed.

Borrower:                              Greyrock:

PILOT  NETWORK  SERVICES,  INC.         GREYROCK  CAPITAL,
                                        a Division of Banc of America Commercial
                                        Finance  Corporation


By    /S/  Marketta  Silvera
  ---------------------------------
      President  or  Vice  President


                                        By  /S/  Stephanie Wail
                                          ---------------------------------
By  /S/                                 Title  VP
    ---------------------------------        ------------------------------
      Secretary  or  Ass't  Secretary


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