<PAGE>

                     PACIFIC BUSINESS FUNDING CORPORATION
                     20195 Stevens Creek Blvd., Suite 220
                        Cupertino, California 95014
                         Telephone: (408) 255-9300
                         Facsimile: (408) 255-9313


                            FACTORING AGREEMENT

     This Factoring Agreement (the "Agreement"), dated as of JUNE 26, 1997, 
is entered into by and between CENTURA SOFTWARE CORPORATION a CALIFORNIA 
(corporation, ("Seller") having its principal place of business and chief 
executive office at the address set forth below Seller's signature, and 
Pacific Business Funding Corporation, a California corporation ("Purchaser") 
having an office at the address identified above.  Capitalized terms used in 
this Agreement shall have the meanings assigned to them in Section 13, 
Definitions.

1.  PURCHASE OF ACCOUNTS.

    1.1.  SCHEDULE OF ACCOUNTS.  Seller may, at any time, request that 
Purchaser purchase Accounts.  Any such request by Seller shall be made by 
delivering to Purchaser a Schedule of Accounts (the "Schedule of Accounts") 
which describes in detail the Accounts Seller is requesting Purchaser to 
purchase, including, (a) the name and address of the Account Debtor of each 
such Account, (b) the amount owed by the Account Debtor of each such Account, 
and (c) the date and number of the invoice evidencing each such Account.  
Each Schedule of Accounts shall have attached to it an invoice for each 
Account described on the Schedule of Accounts, and shall be signed by an 
authorized representative of Seller.

    1.2.  DISCRETIONARY APPROVAL OF ACCOUNTS.  Purchaser may, in its sole 
discretion, purchase any Account included in a Schedule of Accounts, but is 
under no obligation to purchase any such Account.  Purchaser may exercise its 
sole discretion in approving each Account and the credit of each Account 
Debtor before purchasing any Account.

    1.3.  PAYMENT OF ADVANCE; CREATION OF A BOOK RESERVE.  Upon approval, in 
Purchaser's sole discretion, of any of the Accounts described on a Schedule 
of Accounts, Purchaser shall pay to Seller as the purchase price for any 
approved Account Eighty percent (80%) of the face amount of such approved 
Account (the "Advance"). Purchaser may, from time to time, in its discretion, 
upon notice to Seller, change the percentage of the Advance.  Upon payment of 
the Advance to Seller, Purchaser shall also create a reserve on Purchaser's 
books and records with respect to each Purchased Account in an amount equal to 
the face amount of the Purchased Account minus the Advance for such Purchased 
Account (the "Reserve").  Notwithstanding the foregoing, in no event shall 
the Reserve with respect to all Purchased Accounts outstanding at any time be 
less than Twenty percent (20%) of the Account Balance. Purchaser may, in its 
discretion, upon notice to Seller, increase the percentage of the Reserve at 
any time.

    1.4.  TRANSFER OF ACCOUNTS.  At the time Purchaser pays the Advance with 
respect to any Account, such Account shall constitute a Purchased Account, 
and Seller hereby absolutely sells, transfers and assigns to Purchaser, all 
of Seller's right, title and interest in and to each Purchased Account. 
Seller also hereby sells, transfers and assigns to Purchaser all of the goods 
represented by each Purchased Account, all of Seller's rights and remedies as 
an unpaid seller under the California Uniform Commercial Code and other 
applicable law, including the rights of stoppage in transit, replevin, 
reclamation, and claim and delivery, and all of Seller's rights in and to all 
security for each such Purchased Account and guaranties thereof, and all 
rights against third parties with respect hereto.  Any goods recovered or 
received by Seller shall be set aside, marked with Purchaser's name, and held 
for Purchaser's account as owner.

    1.5.  COLLECTION OF ACCOUNTS.  Each Purchased Account shall be collected 
directly by Purchaser.  At the request of Purchaser, Seller and Purchaser 
shall jointly notify each Account Debtor by letter that Purchased Accounts 
owed by such Account Debtor have been assigned and are payable to Purchaser. 
Such notification shall be in form and substance satisfactory to Purchaser.  
Seller shall not take or permit any action to change or revoke any 
notification without Purchaser's prior written consent and shall not request 
any Account Debtor to pay any Purchased Account to Seller.  Notwithstanding 
the foregoing, in the event Seller receives any payments of any Purchased 
Accounts, Seller shall (A) immediately notify Purchaser of such payment, (B) 
hold such payment in trust and safekeeping for Purchaser, and (C) immediately 
turn over to Purchaser the identical checks, monies, or other forms of 
payment received, with any necessary endorsement or assignment. Purchaser 
shall have the right to endorse Seller's name on all payments received in 
connection with each Purchased Account and on any other proceeds of 
Collateral. If Purchaser receives a check or item which is payment for both a 
Purchased Account and a non-Purchased Account, the funds shall first be 
applied to the Purchased Account and, so long as there does not then exist an 
Event of Default or an event that with notice or lapse of time would 
constitute an Event of Default, the excess shall be remitted to Seller.  In 
the event Purchaser receives any other payments of non-Purchased Accounts, 
Purchaser shall remit to Seller the collections of such non-Purchased 
Accounts; PROVIDED, that if any Event of Default or event that with notice or 
lapse of time or otherwise would constitute an Event of Default then exists, 
Purchaser shall have no duty to remit any such collections, which collections 
constitute Collateral, and may apply such collections to reduce the 
Obligations.

    1.6.  FULL RECOURSE.  The purchase by Purchaser of Purchased Accounts
from Seller shall be with full recourse against Seller.  Seller
shall be liable for any deficiency in the event the Obligations
exceed the amount of Purchased Accounts and the other Collateral.

2.  FEES AND CUSTOMER PAYMENTS.

    2.1.  FINANCE FEES.  Seller shall pay to Purchaser on each Settlement 
Date, a finance fee in an amount equal to 1.2 percent (1.2%) per month of the 
average daily Account Balance outstanding during the Settlement Period ending 
on such Settlement Date (the "Finance Fees").  Such accrued Finance Fees 
shall be netted against the Reserve as described in Section 3.3.

(PAGE 1 OF 5)

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    2.2.  ADMINISTRATIVE FEE.  Seller shall pay to Purchaser on each 
Settlement Date, an Administrative Fee equal to ZERO percent (0%) of the face 
amount of each Account purchased by Purchaser during the Settlement Period 
ending on such Settlement Date (the "Administrative Fee").  All 
Administrative Fees shall be netted against the Reserve as described in 
Section 3.3.

    2.3.  MAXIMUM LAWFUL RATE.  In no event shall any charges that may 
constitute interest hereunder exceed the highest rate permitted under 
applicable law.  In the event that a court of competent jurisdiction makes a 
final determination that Purchaser has received interest hereunder in excess 
of the maximum lawful rate, then such excess shall be deemed a payment of 
principal and the interest payable hereunder deemed amended to the amount 
payable under the maximum lawful rate.

    2.4.  CREDITING CUSTOMER PAYMENTS.  Upon Purchaser's receipt of payment 
of a Purchased Account, Purchaser shall promptly credit such customer payment 
(the "Customer Payments") to the amount outstanding with respect to such 
Purchased Account. Notwithstanding the foregoing, if any Customer Payment is 
subsequently dishonored or Purchaser does not receive good funds for any 
reason, the amount of such uncollected Customer Payment shall be included in 
the Account Balance as if such Customer Payment had not been received, and 
Finance Fees shall accrue thereon, and the credit to the specific Purchased 
Account shall be reversed.  Notwithstanding the foregoing, upon the 
occurrence of an Event of Default, Purchaser shall apply all Customer 
Payments to Seller's Obligations under this Agreement in such order and 
manner as Purchaser shall, in its sole discretion, determine.

    2.5.  ACCOUNTING.  Purchaser shall deliver to Seller after each 
Settlement Date, a statement of Seller's account which shall include an 
accounting of the transactions for that Settlement Period, including the 
amount of all Finance Fees, Administrative Fees, Adjustments, Chargeback 
Amounts, Customer Payments and Purchased Accounts.  The accounting shall 
constitute an account stated and shall be binding on Seller and deemed 
correct unless Seller delivers to Purchaser a written objection within thirty 
(30) days after such accounting is mailed to Seller.

3.  ADJUSTMENT, CHARGEBACKS AND REMITTANCES.

    3.1.  ADJUSTMENTS.  In the event any Account Debtor asserts any offset, 
defense, counterclaim, dispute, discount, allowance, right of return, right 
of recoupment, or warranty claim with respect to a Purchased Account, or pays 
less than the face amount of such Purchased Account (each, an "Adjustment"), 
Purchaser may, in its sole discretion, either (A) deduct the amount of the 
Adjustment in calculating the Remittance, or (B) chargeback to Seller the 
Purchased Account with respect to which the Adjustment is asserted.  Seller 
shall advise Purchaser immediately upon learning of any Adjustment asserted 
by any Account Debtor.

    3.2.  CHARGEBACKS.  Purchaser shall have the right to chargeback to 
Seller any Purchased Account:

          (A)  which remains unpaid ninety (90) calendar days after the 
          invoice date;

          (B)  with respect to which there has been a breach of any warranty, 
          representation, covenant or agreement set forth in this Agreement;

          (C)  with respect to which the Account Debtor asserts any 
          Adjustment; or

          (D)  which is owed by an Account Debtor who has filed, or has had 
          filed against it, any bankruptcy case, insolvency proceeding, 
          assignment for the benefit of creditors, receivership or insolvency 
          proceeding, or who has become insolvent (as defined in the 
          United States Bankruptcy Code) or who is generally not paying its 
          debts as such debts become due.

Upon demand by Purchaser, Seller shall pay to Purchaser the full face amount 
of any Purchased Account which has been charged back to Seller pursuant to 
this Section 3.2, or to the extent partial payment has been made, the amount 
by which the face amount of such Purchased Account exceeds such partial 
payment, together with any attorneys' fees and costs incurred by Purchaser in 
connection with collecting such Purchased Account (collectively, the 
"Chargeback Amount").  Purchaser shall advise Seller regarding how the 
Chargeback Amount shall be paid, which may be by any one or a combination of 
the following, in Purchaser's sole discretion: (1) payment in cash 
immediately upon demand; (2) deduction from or offset against any Remittance 
that would otherwise be payable to Seller; (3) payment from any Advances that 
may otherwise be made to Seller; (4) adjustment to the Reserve pursuant to 
Section 1.3 hereof; or (5) delivery of substitute Accounts and a Schedule of 
Accounts acceptable to Purchaser, which Accounts shall constitute Purchased 
Accounts.

    3.3.  REMITTANCE.  Purchaser shall remit to Seller after the Settlement 
Date, the amount, if any, which Purchaser owes to Seller at the end of the 
Settlement Period based on the following calculations set forth below (the 
"Remittance"); PROVIDED, that if there then exists any Event of Default or 
any event or condition that with notice or lapse of time would constitute any 
Event of Default, Purchaser shall not be obligated to remit any payments to 
Seller. If the amount resulting from the following calculation is a positive 
number, such amount is the amount of the Remittance for such Settlement 
Period.  If the resulting amount is a negative number, such amount is the 
amount owed by Seller to Purchaser.

          The calculations to be used are as follows:

          (A) The sum of the following:

              (1) The Reserve as of the beginning of the subject Settlement   
                  Period, PLUS

              (2) the Reserve created for each Account purchased during the 
                  subject Settlement Period;

MINUS

          (B) The sum of the following:

              (1) Finance Fees accrued during the subject Settlement Period; 
                  PLUS

              (2) Administrative Fees accrued during the subject Settlement 
                  Period; PLUS

              (3) Adjustments during the subject Settlement Period; PLUS

              (4) Chargeback Amounts, to the extent Purchaser has agreed to 
                  accept payment of any such Chargeback Amount by deduction 
                  from the Remittance; PLUS

              (5) All professional fees and expenses as set forth in Section 
                  10 for which oral or written demand has been made by 
                  Purchaser during the subject Settlement Period; PLUS

              (6) the Reserve for the Account Balance as of the first day of 
                  the following Settlement Period in the minimum percentage 
                  set forth in Section 1.3 hereof.


(PAGE 2 OF 5)

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If the foregoing calculations result in a Remittance payable to Seller, 
Purchaser shall make such payment by check, subject to Purchaser's rights of 
offset and recoupment, and its right to deduct any Chargeback Amount as set 
forth in Section 3.2.  If the foregoing calculations result in an amount due 
to Purchaser from Seller, Seller shall make such payment by any one or a 
combination of the methods set forth in Section 3.2 hereof for chargebacks, 
as determined by Purchaser in its discretion.

4.  POWER OF ATTORNEY.  Seller hereby appoints Purchaser and its designees as 
Seller's true and lawful attorney in fact, to exercise in Purchaser's 
discretion, and regardless of whether an Event of Default is then existing, 
all of the following powers, such powers being coupled with an interest: (A) 
to notify all Account Debtors with respect to the Purchased Accounts to make 
payment directly to Purchaser; (B) to receive, deposit, and endorse Seller's 
name on all checks, drafts, money orders and other forms of payment relating 
to the Purchased Accounts; (C) to demand, collect, receive, sue, and give 
releases to any Account Debtor for the monies due or which may become due on 
or in connection with the Purchased Accounts; (D) to compromise, prosecute, 
or defend any action, claim, case or proceeding relating to the Purchased 
Accounts, including the filing of a claim or the voting of such claims in any 
bankruptcy case, all in Purchaser's name or Seller's name, as Purchaser may 
elect; (E) to sell, assign, transfer, pledge, compromise, or discharge any 
Purchased Accounts; (F) to receive, open, and dispose of all mail addressed 
to Seller for the purpose of collecting the Purchased Accounts; (G) to 
execute in the name of Seller and file against Seller in favor of 
Purchaser such financing statements and other agreements as Purchaser deems 
necessary to evidence or perfect its security interest in the Purchased 
Accounts and the other Collateral; and (H) to do all acts and things 
necessary or expedient, in furtherance of any such purposes.  Upon the 
occurrence of an Event of Default, all of the power of attorney rights 
granted by Seller to Purchaser hereunder shall be applicable with respect to 
all Collateral.

5.  CONTINUING REPRESENTATIONS, WARRANTIES AND COVENANTS.  To induce 
Purchaser to enter into this Agreement and purchase Accounts, and with full 
knowledge that Purchaser is relying on the truth and accuracy of the 
following in determining whether to purchase any Account, Seller represents, 
warrants, covenants and agrees as follows, which representations, warranties, 
covenants and agreements shall survive the execution and delivery of this 
Agreement:

    (A) The information contained in each Schedule of Accounts is true and 
    correct;

    (B) Each Schedule of Accounts is signed by an authorized representative 
    of Seller, and Purchaser shall have the right to rely on such signature 
    as an authorized signature of Seller;

    (C) Seller is the sole and absolute owner of each Account described in 
    each Schedule of Accounts and has the legal right to sell, transfer and 
    assign such Account to Purchaser;

    (D) Seller has performed all obligations required by the Account Debtor 
    in connection with each Account described in each Schedule of Accounts 
    and payment of each such Account is not contingent upon the fulfillment 
    of any obligation or contract, past or future;

    (E) Each Account described on each Schedule of Accounts is correctly 
    stated therein, is not in dispute, is presently and unconditionally owing 
    at the time stated in the invoice evidencing such Account as attached to 
    the Schedule of Accounts, is not past due or in default, represents a 
    bona fide indebtedness arising from the actual sale of goods or 
    performance of services to an Account Debtor in the ordinary course of 
    Seller's business which has been received and finally accepted by the 
    Account Debtor;

    (F) Each Account set forth on each Schedule of Accounts is not subject to 
    any offset, defense or counterclaim of any kind, whether bona fide or 
    otherwise, and no agreement has been made under which the Account Debtor 
    may claim any deduction or discount, except as otherwise stated in the 
    Schedule of Accounts;

    (G) Each Account Debtor identified on each Schedule of Accounts is liable 
    for the amount set forth on such Schedule of Accounts and will not 
    object to the payment for, or the quality or quantity of the goods or
    services to which any Account described on such Schedule of Accounts
    relates;

    (H) Seller, and to Seller's best knowledge, each Account Debtor set forth 
    in each Schedule of Accounts, is and shall remain solvent in that the 
    present saleable value of such entity's assets exceeds the total of such 
    entity's liabilities;

    (I) Seller has not, as of the time Seller accepts an Advance from 
    Purchaser, filed or had filed against it a petition for relief under the 
    United States Bankruptcy Code;

    (J) Each Account and all other Collateral are free and clear of any and 
    all liens, security interests and encumbrances of any kind, other than 
    those in favor of Purchaser, and Seller will not assign, transfer, or 
    grant any lien or security interest in any Accounts or other Collateral 
    to any other party, without Purchaser's prior written consent;

    (K) Seller has not sold, assigned, transferred, pledged or otherwise 
    conveyed any Purchased Accounts to any party other than Purchaser, and 
    Seller shall not sell, assign, transfer, pledge or otherwise convey any 
    Collateral without Purchaser's prior consent, except for the sale of 
    Accounts to Purchaser and the sale of finished inventory in Seller's 
    normal course of business;

    (L) Seller's name and form of organization are as set forth at the 
    beginning of this Agreement, and Seller's chief executive office, place 
    of business and place where Collateral and records concerning Accounts 
    and other Collateral are kept are as set forth below Seller's signature, 
    and Seller will give Purchaser at least thirty (30) days prior written 
    notice if such name, organization, place of business, location of 
    Collateral or records concerning Collateral is to be changed or added and 
    shall execute any documents necessary to perfect Purchaser's interest in 
    the Purchased Accounts and the other Collateral; and

    (M) Seller shall pay all of its normal gross payroll for employees, and 
    all federal and state taxes, as and when due, including all payroll and 
    withholding taxes and state sales taxes.

6.  GRANT OF SECURITY INTEREST.  To secure the prompt payment and performance 
of all of Seller's Obligations to Purchaser, Seller hereby grants to 
Purchaser a continuing lien upon and security interest in, and right of set 
off with respect to, all of Seller's right, title and interest in and to the 
following, whether now owned by or owing to, or hereafter acquired by or 
arising in favor of, Seller, and regardless of where located (collectively 
the "Collateral"):

    (A) All accounts, accounts receivable, chattel paper, contract rights, 
    documents, instruments, letters of credit, banker's acceptances, drafts, 
    securities and general intangibles, including all claims, causes of 
    action, deposit accounts, rights to receive tax


(PAGE 3 OF 5)

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    refunds, rights in and claims under insurance policies (including rights 
    to unearned premiums), customer lists, copyrights, patents, trademarks, 
    rights under license agreements, and other intellectual property of every 
    kind and other rights to payment;

    (B) All inventory;

    (C) All monies, remittances, and other amounts due under this Agreement 
    and any other agreement between Purchaser and Seller;

    (E) All farm products, crops, timber, minerals, and the like (including 
    oil and gas);

    (F) All books and records relating to the foregoing, including all 
    computer programs, printed output and computer readable data;

    (G) All accessions to, and substitutions and replacements for, all of the 
    foregoing; and

    (H) All proceeds and products of the foregoing, whether due to voluntary 
    or involuntary disposition, including insurance proceeds.

Seller shall sign and deliver to Purchaser UCC financing statements, in form 
acceptable to Purchaser.  Seller agrees to deliver to Purchaser the originals 
of all instruments, chattel paper and documents evidencing or related to 
Purchased Accounts and other Collateral.

7.  DEFAULT.  The occurrence of any one or more of the following shall 
constitute an event of default under this Agreement (each, an "Event of 
Default"):

    (A) Seller fails to pay any amount owed to Purchaser as and when due under 
    this Agreement or fails to pay any other Obligations as and when due;

    (B) Any warranty or representation by Seller to Purchaser under this 
    Agreement is incorrect or untrue when made or thereafter becomes untrue 
    or incorrect;

    (C) Seller fails to perform or breaches any covenant or agreement set 
    forth in this Agreement or any other agreement between Purchaser and 
    Seller;

    (D) There shall be commenced by or against Seller any voluntary or 
    involuntary case under the United States Bankruptcy Code, or any 
    assignment for the benefit of creditors, or appointment of a receiver or 
    custodian for any of Seller's assets;

    (E) Seller shall become insolvent in that its debts are greater than the 
    fair value of its assets, or Seller is generally not paying its debts as 
    they become due or is left with unreasonably small capital;

    (F) Any involuntary lien, garnishment, attachment or the like is issued 
    against or attaches to the Purchased Accounts or the other Collateral;

    (G) An event of default shall occur under any guaranty executed by any 
    guarantor of the Obligations, or any material provision of any such 
    guaranty shall for any reason cease to be valid or enforceable or any 
    such guaranty shall be repudiated or terminated, including by operation 
    of law; or

    (H) A default or event of default shall occur under any agreement between 
    Seller and any creditor of Seller who has entered into a subordination 
    agreement with Purchaser.

8.  REMEDIES UPON DEFAULT. Upon the occurrence of an Event of Default, 
Purchaser may, without notice, (A) without implying any obligation to buy 
Accounts, cease buying Accounts; (B) accelerate the payment of all 
Obligations by requiring Seller to repurchase all or any portion of the 
Purchased Accounts then outstanding for cash in an amount equal to the 
Advance made for each Purchased Account, and all accrued Finance Fees, 
Administrative Fees, attorneys' fees and other Obligations then outstanding, 
which Obligations shall be due and payable in full without demand; (C) 
exercise all the rights and remedies under this Agreement and under 
applicable law, including the rights and remedies of a secured party under 
the California Uniform Commercial Code. Without limiting the generality of 
the foregoing, Purchaser may (1) exercise all of the power of attorney rights 
described in Section 4 with respect to all Collateral, and (2) collect, 
dispose of, sell, lease, use, and realize upon all Purchased Accounts and 
other Collateral in any commercially reasonable manner.  Seller and Purchaser 
agree that any notice of sale required to be given to Seller shall be deemed 
to be reasonable if given five (5) days prior to the date on or after which 
any sale may be held.  All remedies set forth herein shall be cumulative and 
none exclusive.

9.  ACCRUAL OF INTEREST.  If any amount owed by Seller hereunder is not paid 
when due, including any amounts due under Section 3.3, Chargeback Amounts, 
professional fees and expenses under Section 10 and any other Obligations, 
such amounts shall bear interest at a per annum rate equal to the per annum 
rate of the Finance Fees until the earlier of (A) payment in good funds or 
(B) entry of a final judgment therefor, at which time the principal amount of 
any money judgment remaining unsatisfied shall accrue interest at the highest 
rate allowed by applicable law.

10.  ATTORNEYS' FEES.  Seller shall pay to Purchaser immediately upon demand, 
all costs and expenses, including reasonable fees and expenses of attorneys 
and other professionals, that Purchaser incurs in connection with any and all 
of the following: (A) preparing, amending, supplementing, negotiating and 
enforcing this Agreement, or any other agreement executed in connection 
herewith; (B) perfecting, protecting or enforcing Purchaser's interest in the 
Purchased Accounts and the other Collateral; (C) collecting the Purchased 
Accounts and the Obligations; (D) defending or in any way addressing claims 
made or litigation initiated by or against Purchaser as a result of 
Purchaser's relationship with Seller or any guarantor; and (E) representing 
Purchaser in connection with any bankruptcy case or insolvency proceeding 
involving Seller, any Purchased Account, any other Collateral or any Account 
Debtor.  Any attorneys' fees and expenses may, at Purchaser's option, be 
netted against the reserve as set forth in Section 3.3.

11.  TERM AND TERMINATION.  The term of this Agreement shall be for one (1) 
year from the date hereof, and from year to year thereafter unless terminated 
in writing by Purchaser or Seller. Seller and Purchaser shall each have the 
right to terminate this Agreement at any time.  Notwithstanding the 
foregoing, any termination of this Agreement shall not affect Purchaser's 
security interest in the Collateral and Purchaser's ownership of the 
Purchased Accounts, and this Agreement shall continue to be effective, and 
Purchaser's rights and remedies hereunder shall survive such termination, 
until all transactions entered into and Obligations incurred hereunder or in 
connection herewith have been completed and satisfied in full.

(PAGE 4 OF 5)

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12.  MISCELLANEOUS.

     12.1.  SEVERABILITY.  In the event that any provision of this Agreement 
is held to be invalid or unenforceable, this Agreement will be construed as 
not containing such provision and the remainder of the Agreement shall remain 
in full force and effect. 


     12.2. CHOICE OF LAW.  This Agreement shall be governed by and 
interpreted in accordance with the laws of the State of California, without 
giving effect to principles of conflicts of law.

     12.3. NOTICES.  All notices shall be given to Purchaser and Seller at 
the addresses set forth in this Agreement and shall be deemed to have been 
delivered and received; (A) if mailed, three (3) calendar days after 
deposited in the United States mail, first class, postage prepaid; (B) one 
(1) calendar day after deposit with an overnight mail or messenger service; 
or (C) on the same date of transmission if sent by hand delivery, telecopy, 
telefax or telex.

     12.4. TITLES AND SECTION HEADINGS.  The titles and section headings used 
herein are for convenience only and shall not be used in interpreting this 
Agreement.

13.  DEFINITIONS.  All terms used herein which are defined in the California 
Uniform Commercial Code shall have the meaning given therein unless otherwise 
defined in this Agreement.  The term "including" is not limiting or 
exclusive.  When used herein, the following terms shall have the following 
meanings.

     13.1.   "ACCOUNT" shall mean all accounts, accounts receivable, chattel 
paper, contract rights, documents, general intangibles, instruments, letters 
of credit, banker's acceptances, and other rights to payment, and proceeds 
thereof.

     13.2.   "ACCOUNT BALANCE" shall mean, on any given day, the gross face 
amount of all Purchased Accounts unpaid on that day.

     13.3.   "ACCOUNT DEBTOR" shall have the meaning set forth in the 
California Uniform Commercial Code and shall include any person liable on any 
Purchased Account, including any guarantor of the Purchased Account and any 
issuer of a letter of credit or banker's acceptance.

    13.4.   "ADJUSTMENT(S)" shall have the meaning set in Section 3.1.

    13.5.   "ADMINISTRATIVE FEE" shall have the meaning as set forth in 
Section 2.2.

    13.6.   "ADVANCE" shall have the meaning set forth in Section 1.3.

    13.7.   "CHARGEBACK AMOUNT" shall have the meaning set forth in Section 
3.2.

    13.8.   "COLLATERAL" shall have the meaning set forth in Section 6.

    13.9.   "CUSTOMER PAYMENTS" shall have the meaning set forth in Section 
2.4.

    13.10.   "EVENT OF DEFAULT" shall have the meaning set forth in Section 7.

    13.11.   "FINANCE FEES" shall have the meaning set forth in Section 2.1.

    13.12. "SCHEDULE OF ACCOUNTS" shall have the meaning set forth in Section 
1.1.

     13.13. "OBLIGATIONS" shall mean all advances, obligations, indebtedness 
and duties owing by Seller to Purchaser of any kind or nature, present or 
future, arising under or in connection with this Agreement or any other 
agreement entered into between Purchaser and Seller, whether direct or 
indirect, including all Advances, Finance Fees, Administrative Fees, 
Chargeback Amounts, attorneys' fees and expenses.

    13.14. "PURCHASED ACCOUNTS" shall mean all Accounts identified on any 
Schedule of Accounts delivered by Seller to Purchaser which Purchaser elects 
to purchase and for which Purchaser makes an Advance, and all monies due or 
to become due thereunder.

    13.15. "REMITTANCE" shall have the meaning set forth in Section 3.3.

    13.16. "RESERVE" shall have the meaning set forth in Section 1.3.

    13.17. "SETTLEMENT DATE" shall mean the last calendar day of each 
Settlement Period.

    13.18. "SETTLEMENT PERIOD" shall mean each calendar month of each year.

IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement on the 
day and year written above.

"PURCHASER"                                 "SELLER"

PACIFIC BUSINESS FUNDING CORPORATION        By /s/ Richard A. Gelhaus
                                              ---------------------------------
By /s/ William Chronert                     Title Senior Vice President and CFO
  -----------------------------------             -----------------------------
Title President
     --------------------------------

                                            ADDRESS OF SELLER, CHIEF EXECUTIVE
                                            OFFICE AND LOCATION OF COLLATERAL
OTHER LOCATIONS OF COLLATERAL,             
IF ANY, IN ADDITION TO ABOVE:              Street: 1060 Marsh Road
                                                  -----------------------------
-------------------------------------      City: Menlo Park
                                                -------------------------------
-------------------------------------      County: San Mateo
                                                  -----------------------------
-------------------------------------      State: CA
                                                 ------------------------------
-------------------------------------      Zip Code: 94025
                                                    ---------------------------
                                           Telephone No.: (415) 321-9500
                                                           ---  --------
                                           Facsimile No.: (415) 321-5471
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