Exhibit 10.1
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                           LOAN AND SECURITY AGREEMENT

                                 BY AND BETWEEN

                         CONCURRENT COMPUTER CORPORATION

                                   AS BORROWER

                                       AND

                              SILICON VALLEY BANK,

                                     AS BANK

                                DECEMBER 23, 2004



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                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

     THIS  LOAN  AND  SECURITY  AGREEMENT  (this "Agreement") dated December 23,
2004,  between SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive,
Santa  Clara,  California  95054  and  having  a  loan production office at 3353
Peachtree  Road,  NE,  M-10,  Atlanta,  Georgia  30326  and  CONCURRENT COMPUTER
CORPORATION,  a  corporation  organized  and  in  good  standing in the State of
Delaware  ("Borrower"),  whose  address  is  4375  River  Green Parkway, Duluth,
Georgia  30096,  provides  the  terms  on  which  Bank will lend to Borrower and
Borrower  will  repay  Bank.  The  parties  agree  as  follows:

1.   ACCOUNTING AND OTHER TERMS
     --------------------------

     Accounting  terms not defined in this Agreement will be construed following
GAAP.  Calculations  and  determinations  must be made following GAAP.  The term
"financial  statements" includes the notes and schedules.  The terms "including"
and "includes" always mean "including (or includes) without limitation," in this
or  any  Loan  Document.

2.   LOAN AND TERMS OF PAYMENT
     -------------------------

2.1    PROMISE  TO  PAY.

     Borrower  promises  to  pay  Bank the unpaid principal amount of all Credit
Extensions and interest on the unpaid principal amount of the Credit Extensions.

2.1.1   REVOLVING  ADVANCES.

     (a)     Bank  will  make  Advances  not exceeding (i) the lesser of (A) the
Committed  Revolving  Line  or (B) the Borrowing Base, as in effect from time to
time,  minus  (ii)  the  amount  of all outstanding Letters of Credit (including
drawn  but  unreimbursed  Letters  of  Credit),  minus  (ii) the Cash Management
Services  Reserve  minus  (iii)  the  FX  Reserve.  Amounts  borrowed under this
Section  may  be  repaid  and reborrowed during the term of this Agreement.  All
Advances  shall be evidenced by the Revolving Promissory Note to be executed and
delivered  by  Borrower  to  Bank  on  the  Closing  Date and shall be repaid in
accordance  with  the  terms  of  the  Revolving  Promissory  Note.

     (b)     To  obtain  an  Advance,  Borrower must notify Bank by facsimile or
telephone  by  3:00  p.m.  Eastern time on the Business Day the Advance is to be
made.  Borrower must promptly confirm the notification by delivering to Bank the
Loan  Payment/Advance  Request  Form attached as Exhibit B (the "Payment/Advance
                                                 ---------
Form").  Bank will credit Advances to Borrower's deposit account.  Bank may make
Advances  under  this Agreement based on instructions from a Responsible Officer
or  his or her designee or without instructions if the Advances are necessary to
meet  Obligations  which have become due.  Bank may rely on any telephone notice
given  by  a  person  whom  Bank  believes is a Responsible Officer or designee.
Borrower  will  indemnify  Bank  for any loss Bank suffers due to such reliance.

     (c)     The  Committed  Revolving Line terminates on the Revolving Maturity
Date,  when  all  Advances  are  immediately  payable.

     (d)     Bank's  obligation  to  lend  the  undisbursed  portion  of  the
Obligations  will  terminate if, in Bank's sole discretion, there has occurred a
Material  Adverse  Change.

2.1.2    LETTERS  OF  CREDIT  SUBLIMIT.

     Bank will issue or have issued Letters of Credit for Borrower's account not
exceeding  (a) the lesser of the Committed Revolving Line or the Borrowing Base,
as  in  effect from time to time, minus (b) the outstanding principal balance of
the  Advances  minus the Cash Management Services Reserve, minus the FX Reserve;
however,  the  face amount of outstanding Letters of Credit (including drawn but
unreimbursed  Letters  of Credit) may not at any time exceed Two Million Dollars
($2,000,000).  Each  Letter  of Credit will have an expiry date of no later than
one  hundred eighty (180) days after the Revolving Maturity Date, but Borrower's
obligations  to  reimburse  Bank  under the Letters of Credit will be secured by
cash  on  terms acceptable to Bank at any time after the Revolving Maturity Date
if  the  term  of  this  Agreement  is not extended by Bank.  Borrower agrees to
execute  any  further  documentation in connection with the Letters of Credit as
Bank  may  reasonably  request.  Prior  to  or  simultaneously  with  the


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opening of each Letter of Credit, Borrower shall pay to Bank, a letter of credit
fee (each a "Letter of Credit Fee" and collectively the "Letter of Credit Fees")
in  an  amount  equal  to  two  percent (2%) per annum of the face amount of the
Letter  of Credit.  Such Letter of Credit Fees shall be paid in advance upon the
issuance  of the Letter of Credit and upon each anniversary thereof, if any.  In
addition,  Borrower  shall  pay  to  Bank  any  and  all  additional  issuance,
negotiation,  processing,  transfer  or other fees to the extent and as and when
customarily  required  by  Bank.

2.1.3    FOREIGN  EXCHANGE  SUBLIMIT.

     If  there  is  availability  under  the  Committed  Revolving  Line and the
Borrowing  Base,  then  Borrower may enter in foreign exchange forward contracts
with  the  Bank  under which Borrower commits to purchase from or sell to Bank a
set  amount  of  foreign  currency more than one business day after the contract
date (the "FX Forward Contract").  Bank will establish a reserve amount for each
outstanding  FX  Forward Contract in an amount equal to ten percent (10%) of the
notional  amount  of  such  FX  Forward  Contract up to a maximum of One Million
Dollars  ($1,000,000) (the "FX Reserve").  The total FX Forward Contracts at any
one  time  may  not  exceed  10  times  the  amount of the FX Reserve.  Bank may
terminate  the  FX  Forward  Contracts  if  an  Event  of  Default occurs and is
continuing.

2.1.4    CASH  MANAGEMENT  SERVICES  SUBLIMIT.

     Borrower  may  use  up  to One Million Dollars ($1,000,000) for Bank's Cash
Management  Services,  which  may  include  merchant services, direct deposit of
payroll,  business credit card, and check cashing services identified in various
cash  management  services  agreements  related  to  such  services  (the  "Cash
Management Services").  The aggregate amounts utilized under the Cash Management
Services  Sublimit will at all times reduce the amount otherwise available to be
borrowed  under  the  Committed  Revolving  Line  (the "Cash Management Services
Reserve").  Any  amounts Bank pays on behalf of Borrower or any amounts that are
not  paid  by  Borrower  for  any  Cash  Management  Services will be treated as
Advances under the Committed Revolving Line and will accrue interest at the rate
for  Advances.

2.1.5    TERM  LOAN.

     (a)     Bank  will  make  a  Term  Loan  available  to  Borrower.

     (b)     Borrower  will  pay thirty-six (36) equal installments of principal
and  interest  of  Ninety-Three  Thousand  Seven  Hundred One and 40/100 Dollars
($93,701.40)  each (the "Term Loan Payment").  Each Term Loan Payment is payable
on  the  1st  of  each month during the term of the loan.  Borrower's final Term
Loan  Payment,  due  on  December  1,  2007,  includes all outstanding Term Loan
principal  and  accrued  interest.

2.2     OVERADVANCES.

     If  Borrower's  Obligations  under  Sections  2.1.1, 2.1.2, 2.1.3 and 2.1.4
exceed  the  lesser  of  either  (i)  the  Committed  Revolving Line or (ii) the
Borrowing Base, Borrower shall immediately pay Bank the excess.

2.3     INTEREST  RATE,  PAYMENTS.

     (a)     Interest  Rate.  Advances  accrue  interest  on  the  outstanding
             --------------
principal  balance  in accordance with the LIBOR Supplement to Loan Agreement of
even  date  herewith  between  Borrower  and  Bank,  which  forms a part of this
Agreement.  The  Term Loan accrues interest at a per annum rate of eight percent
(8%).  After  an  Event  of  Default and during the continuation thereof, at the
option of Bank upon notice to Borrower, the Obligations shall accrue interest at
three  percent  (3%)  above  the  rate effective immediately before the Event of
Default.  Interest  is  computed on a 360 day year for the actual number of days
elapsed.

     (b)     Payments.  Interest  due on the Committed Revolving Line is payable
             --------
on  the first (1st) day of each month.  Bank may debit any of Borrower's deposit
accounts including Account Number XXXXXXXXXX for principal and interest payments
owing  or  any  amounts  Borrower owes Bank.  Bank will promptly notify Borrower
when  it  debits Borrower's accounts.  These debits are not a set-off.  Payments
received after 12:00 noon Eastern time are considered received at the opening of
business on the next Business Day.  When a payment is due on a day that is not a
Business  Day,  the  payment is due the next Business Day and additional fees or
interest  accrues.


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2.4     FEES.

     (a)     Commitment  Fee.  Borrower  will  pay  Bank  a  commitment  fee
             ---------------
("Commitment  Fee")  in  an  amount  equal to $75,000, of which $55,000 shall be
payable  on  the  Closing  Date  and  $20,000  shall  be  payable  on  the first
anniversary of the Closing Date.  Such Commitment Fee shall be fully earned when
paid  and  shall  not  be subject to refund or rebate for any reason whatsoever.

     (b)     Unused  Fee.  Borrower  will pay Bank a fee (the "Unused Line Fee")
             -----------
in  an  amount  equal  to  one-quarter  of  one percent (0.25%) per annum of the
average  daily  unused  and  undisbursed portion of the Committed Revolving Line
accruing  during each month.  For purposes of this Section 2.4(b), the amount of
outstanding  Letters of Credit, the Cash Management Services Sublimit and the FX
Reserve  shall  be  deemed  usage  to the extent they reduce the availability of
Advances  under the Committed Revolving Line.  The accrued and unpaid portion of
the  Unused  Line  Fee shall be paid by the Borrower to Bank on the first day of
each  month for the prior month, commencing on the first such date following the
date  hereof,  and  on  the  Revolving  Maturity  Date.

     (c)     Bank  Expenses. Borrower will pay Bank all Bank Expenses (including
             --------------
reasonable  attorneys'  fees and reasonable expenses) incurred through and after
the date of this Agreement upon demand.

3.   CONDITIONS OF LOANS
     -------------------

3.1     CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION.

     Bank's  obligation  to  make the initial Credit Extension is subject to the
condition  precedent  that  it  receives  the  agreements, documents and fees it
requires.

3.2     CONDITIONS  PRECEDENT  TO  ALL  CREDIT  EXTENSIONS.

     Bank's  obligations  to  make  each Credit Extension, including the initial
Credit  Extension,  is  subject  to  the  following:

     (a)     timely  receipt  of  any  Payment/Advance  Form;  and

     (b)     the representations and warranties in Section 5 must be true on the
date  of  the  Payment/Advance  Form  and  on  the effective date of each Credit
Extension  (other  than those representations and warranties expressly referring
to  another  date, which representations and warranties shall be true as of such
date)  and  no  Event  of Default may have occurred and be continuing, or result
from  the  Credit  Extension. Each Credit Extension is Borrower's representation
and warranty on that date that matters set forth in this Section 3.2(b) are true
and  correct.

4.   CREATION OF SECURITY INTEREST
     -----------------------------

4.1     GRANT  OF  SECURITY  INTEREST.

     Borrower  grants  Bank  a  continuing  security  interest  in all presently
existing and later acquired Collateral to secure all Obligations and performance
of  each  of  Borrower's  duties under the Loan Documents.  Except for Permitted
Liens,  any  security interest will be a first priority security interest in the
Collateral.  Bank  upon  the  occurrence  of any Event of Default and during the
continuation  thereof,  may  place  a  "hold" on any deposit account of Borrower
maintained  with Bank. If this Agreement is terminated, Bank's lien and security
interest  in  the  Collateral  will  continue until Borrower fully satisfies its
Obligations.

4.2     AUTHORIZATION  TO  FILE.

     Borrower  authorizes  Bank  to  file  financing  statements  describing the
Collateral  without  notice  to Borrower, with all appropriate jurisdictions, as
Bank  deems  appropriate,  in order to perfect or protect Bank's interest in the
Collateral.

5.   REPRESENTATIONS AND WARRANTIES
     ------------------------------

     Borrower represents and warrants as follows:


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5.1     DUE  ORGANIZATION  AND  AUTHORIZATION.

     Borrower  and  each Subsidiary is duly existing and in good standing in the
jurisdiction  of  its organization or formation and is qualified and licensed to
do  business  in, and in good standing in, any state in which the conduct of its
business  or  its  ownership  of  property requires that it be qualified, except
where  the failure to do so could not reasonably be expected to cause a Material
Adverse  Change.  Borrower exact legal name is as set forth on the first page of
this  Agreement.  The  execution, delivery and performance of the Loan Documents
have  been  duly  authorized,  and  do  not  conflict  with Borrower's formation
documents,  nor  constitute  an event of default under any material agreement by
which  Borrower  is  bound.  Borrower  is  not in default under any agreement to
which,  or  by  which  it  is  bound,  in  which the default could reasonably be
expected  to  cause  a  Material  Adverse  Change.

5.2     COLLATERAL.

     Borrower  has  good title to the Collateral, free of Liens except Permitted
Liens.  All  Accounts listed by the Borrower as Eligible Accounts are bona fide,
existing  obligations,  and  the  service  or  property  has  been  performed or
delivered  to  the  account  debtor  or  its agent for immediate shipment to and
unconditional  acceptance  by the account debtor.  Borrower has no notice of any
actual  or  imminent  Insolvency Proceeding of any account debtor whose accounts
are  an Eligible Account in any Borrowing Base Certificate.  All Inventory is in
all  material  respects  of  good  and  marketable  quality,  free from material
defects.  Except  as  noted on the Schedule /Perfection Certificate, Borrower is
not  a  party  to,  nor  is  bound  by,  any  material license or other material
agreement  with  respect to which the Borrower is the licensee that prohibits or
otherwise  restricts  Borrower  from  granting a security interest in Borrower's
interest  in such material license or agreement or any other property.  Borrower
will provide written notice to Bank within ten (10) days of entering or becoming
bound  by  any  such material license or agreement which is reasonably likely to
have a material impact on Borrower's business or financial condition (other than
over-the-counter  software  that  is  commercially  available  to  the  public).
Borrower  is  the  sole  owner  of  the  Intellectual  Property,  except  for
non-exclusive  licenses  granted  to  its  customers  in  the ordinary course of
business.  Each  Patent is valid and enforceable and no part of the Intellectual
Property  has  been judged invalid or unenforceable, in whole or in part, and no
claim  has  been  made  that  any part of the Intellectual Property violates the
rights  of  any  third  party,  except  in  any  such  case  to  the extent such
invalidity,  claim or unenforceability would not reasonably be expected to cause
a  Material  Adverse  Change.

5.3     LITIGATION.

     There  are  no  actions  or  proceedings  pending  or,  to the knowledge of
Borrower's  Responsible  Officers,  threatened  by  or  against  Borrower or any
Subsidiary  in  which  a likely adverse decision could reasonably be expected to
cause  a  Material  Adverse  Change.

5.4     NO  MATERIAL  ADVERSE  CHANGE  IN  FINANCIAL  STATEMENTS.

     All  consolidated  financial  statements  for Borrower, and any Subsidiary,
delivered  to  Bank  fairly  present  in  all  material  respects  Borrower's
consolidated  financial  condition  and  Borrower's  consolidated  results  of
operations. There has not been any Material Adverse Change since the date of the
most  recent  consolidated  financial  statements  submitted  to  Bank.

5.5     SOLVENCY.

     The  fair  salable  value  of  Borrower's  assets (including goodwill minus
disposition  costs)  exceeds  the fair value of its liabilities; the Borrower is
not  left  with  unreasonably  small  capital  after  the  transactions  in this
Agreement  or  any  of the Loan Documents; and Borrower is able to pay its debts
(including  trade  debts)  as  they  mature.

5.6     REGULATORY  COMPLIANCE.

     Borrower  is  not  an  "investment company" or a company "controlled" by an
"investment  company" under the Investment Company Act.  Borrower is not engaged
as  one  of its important activities in extending credit for margin stock (under
Regulations  T  and  U of the Federal Reserve Board of Governors).  Borrower has
complied  in  all  material  respects with the Federal Fair Labor Standards Act.
Borrower  has not violated any laws, ordinances or rules, the violation of which
could  reasonably  be


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expected  to  cause  a  Material  Adverse  Change.  None  of  Borrower's  or any
Subsidiary's  properties  or  assets has been used by Borrower or any Subsidiary
or,  to  the  best  of  Borrower's knowledge, by previous Persons, in disposing,
producing, storing, treating, or transporting any hazardous substance other than
legally.  Borrower and each Subsidiary has timely filed all required tax returns
and  paid,  or  made adequate provision to pay, all material taxes, except those
being  contested  in good faith with adequate reserves under GAAP.  Borrower and
each Subsidiary has obtained all consents, approvals and authorizations of, made
all  declarations  or  filings  with,  and  given all notices to, all government
authorities  that are necessary to continue its business as currently conducted,
except  where  the  failure to do so could not reasonably be expected to cause a
Material  Adverse  Change.

5.7     SUBSIDIARIES.

     Borrower  does  not  own  any  stock,  partnership interest or other equity
securities  except  for  Permitted  Investments.

5.8     FULL  DISCLOSURE.

     No  written  representation, warranty or other statement of Borrower in any
certificate or written statement (other than projections and forecasts) given to
Bank  (taken  together with all such written certificates and written statements
to  Bank)  contains  any untrue statement of a material fact or omits to state a
material  fact necessary to make the statements contained in the certificates or
statements  not  misleading.  All projections and forecasts provided by Borrower
were  prepared  in  good  faith and are based upon reasonable assumptions.  Bank
acknowledges  that  projections  and  forecasts are not viewed as facts and that
actual  results  during  the  period  or periods covered by such projections and
forecasts  may  differ  from  the  projected  and  forecasted  results.

6.   AFFIRMATIVE COVENANTS
     ---------------------

     Borrower will do all of the following for so long as Bank has an obligation
to  make  any  Credit  Extension,  or  there  are  outstanding  Obligations:

6.1     GOVERNMENT  COMPLIANCE.

     Borrower  will  maintain its and all Subsidiaries' legal existence and good
standing as a Registered Organization in only the State of Delaware and maintain
qualification  in  each  jurisdiction  in  which the failure to so qualify would
reasonably be expected to cause a material adverse effect on Borrower's business
or  operations.  Borrower will comply, and have each Subsidiary comply, with all
laws,  ordinances  and  regulations  to  which it is subject, noncompliance with
which  could have a material adverse effect on Borrower's business or operations
or  would  reasonably  be  expected  to  cause  a  Material  Adverse  Change.

6.2     FINANCIAL  STATEMENTS,  REPORTS,  CERTIFICATES.

     (a)     Borrower  will  deliver  to Bank:  (i) as soon as available, but no
later  than  thirty (30) days after the last day of each month, company prepared
consolidated  and  consolidating  financial  statements,  consisting  of balance
sheets,  income  statements  and  statements  of  cash flows covering Borrower's
consolidated operations during the period certified by a Responsible Officer and
in  a  form acceptable to Bank; (ii) as soon as available, but no later than one
hundred  twenty (120) days after the last day of Borrower's fiscal year, audited
consolidated  financial  statements  prepared  under GAAP, consistently applied,
together  with  an  unqualified  opinion  on  the  financial  statements from an
independent  certified  public  accounting  firm  reasonably acceptable to Bank;
(iii)  annual operating budgets (including income statements, balance sheets and
cash  flow statements, by month) for the upcoming fiscal year of Borrower within
ninety  (90)  days  after the end of each fiscal year of Borrower; (iv) a prompt
report  of  any  legal  action  pending  or  threatened  against Borrower or any
Subsidiary  that  could result in damages or costs to Borrower or any Subsidiary
of  $250,000  or  more; (v) budgets, sales projections, operating plans or other
financial  information  Bank  reasonably requests; and (vi) prompt notice of any
material  change  in the composition of the Intellectual Property, including any
subsequent  ownership  right  of  Borrower  in  or  to  any Copyright, Patent or
Trademark  not  shown  in  any  intellectual property security agreement between
Borrower and Bank or knowledge of an event that materially adversely affects the
value  of  the  Intellectual  Property.


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     (b)     Within  thirty (30) days after the last day of each month, Borrower
will  deliver  to  Bank (i) a Borrowing Base Certificate signed by a Responsible
Officer  in  the  form of Exhibit C, (ii) an aged listing of accounts receivable
                          ---------
and  (iii)  an  aged  listing  of  accounts  payable.

     (c)     Within  thirty (30) days after the last day of each month, Borrower
will  deliver  to  Bank  with  the  monthly  financial  statements  a Compliance
Certificate signed by a Responsible Officer in the form of Exhibit D.
                                                           ---------

     (d)     Within  thirty (30) days after the last day of each month, Borrower
will  deliver  to Bank a listing of all offices or businesses opened by Borrower
since  the  delivery  of  the last such listing (or since the date hereof, if no
prior  listing has been provided); provided, however, that Borrower shall not be
                                   --------  -------
required  to  list any office of business location which has assets of less than
$25,000 until a Responsible Officer has knowledge of such new office or business
location;  provided,  further  that  the value of the assets located in all such
           --------   -------
unreported  office  or  business  locations  does  not  exceed  $75,000  in  the
aggregate.

     (e)     Allow  Bank  to  audit Borrower's Collateral at Borrower's expense.
Such audits will be conducted no more often than every twelve (12) months unless
an  Event  of  Default  has  occurred  and  is  continuing.

6.3     INVENTORY;  RETURNS.

     Borrower  will  keep  all  Inventory in good and marketable condition, free
from  material defects.  Returns and allowances between Borrower and its account
debtors  will  follow Borrower's customary practices in all material respects as
they  exist  at execution of this Agreement.  Borrower must promptly notify Bank
of  all returns, recoveries, disputes and claims that involve more than $250,000
in  the  aggregate during any month or more than $1,000,000 in any period of six
(6)  consecutive  months.

6.4     TAXES.

     Borrower  will  make,  and cause each Subsidiary to make, timely payment of
all  material  federal,  state, and local taxes or assessments (other than taxes
and  assessments  which  Borrower  is  contesting  in  good faith, with adequate
reserves  maintained  in  accordance  with  GAAP)  and  will deliver to Bank, on
demand,  appropriate  certificates  attesting  to  the  payment.

6.5     INSURANCE.

     Borrower will keep its business and the Collateral insured for risks and in
amounts  standard  for  Borrower's industry, and as Bank may reasonably request.
Insurance  policies  will  be in a form, with companies, and in amounts that are
satisfactory  to  Bank  in  Bank's reasonable discretion.  All property policies
will have a lender's loss payable endorsement showing Bank as an additional loss
payee and all liability policies will show the Bank as an additional insured and
provide  that the insurer must give Bank at least twenty (20) days notice before
canceling its policy.  At Bank's request, Borrower will deliver certified copies
of  policies  and evidence of all premium payments. Proceeds payable to Borrower
or  in respect of Collateral under any policy will, at Bank's option, be payable
to  Bank on account of the Obligations if there then exists an Event of Default.

6.6     PRIMARY  ACCOUNTS.

     Borrower  will  maintain  its  primary depository, investment and operating
accounts  with  Bank  or  its  Affiliates.

6.7     FINANCIAL  COVENANTS.

     Borrower  will  maintain as of the last day of each month (unless otherwise
stated  below):

     (a)     ADJUSTED QUICK RATIO.  An Adjusted Quick Ratio of not less than (i)
1.75  to  1.00  as of the last date of each month that is also the last day of a
fiscal  quarter  and (ii) 1.65 to 1.00 as of the last date of each month that is
not  also  the  last  day  of  a  fiscal  quarter.

     (b)     TANGIBLE  NET WORTH.  A Tangible Net Worth of at least equal to the
sum  of  (i)  (A)$21,000,000  as of the last date of each month that is also the
last  day  of  a fiscal quarter and (B)  $18,000,000 as of the last date of each
month  that  is  not  also  the  last  day  of  a  fiscal  quarter  plus (ii) an


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<PAGE>
amount  equal  to  fifty percent (50%) of (A) Borrower's positive net income for
any  month  ending  after  the  Closing  Date;  (B)  the  principal  amount  of
Subordinated  Debt  incurred  by  Borrower  after  the Closing Date; and (C) the
proceeds, net of commission and expenses, received by Borrower from the issuance
of  shares  of  its  capital  stock  after  the  Closing  Date.

6.8     REGISTRATION  OF  INTELLECTUAL  PROPERTY  RIGHTS.

     Borrower  shall  not  register any Copyrights or Mask Works with the United
States  Copyright  Office  unless  it: (i) has given at least fifteen (15) days'
prior notice to Bank of its intent to register such Copyrights or Mask Works and
has  provided  Bank  with  a copy of the application it intends to file with the
United  States  Copyright  Office  (excluding exhibits thereto); (ii) executes a
security  agreement  or  such  other documents as Bank may reasonably request in
order to maintain the perfection and priority of Bank's security interest in the
proceeds  of  the  Copyrights  proposed  to be registered with the United States
Copyright  Office,  including,  but  not limited to, any Accounts arising out of
such  Copyrights;  and  (iii)  records  such  security documents with the United
States  Copyright  Office  contemporaneously  with  filing  the  Copyright
application(s)  with the United States Copyright Office. Borrower shall promptly
provide  to  Bank  a  copy of the Copyright application(s) filed with the United
States Copyright Office, together with evidence of the recording of the security
documents  necessary  for  Bank  to  maintain the perfection and priority of its
security  interest  in the proceeds of such Copyrights or Mask Works, including,
but  not  limited to, any Accounts arising out of such Copyrights or Mask Works.
Borrower  shall  provide  written  notice  to  Bank  of any application filed by
Borrower  in  the  United  States  Patent  Trademark  Office  for a patent or to
register  a  trademark  or service mark, in each case within thirty (30) days of
any  such  filing

     Borrower  will  (i)  protect,  defend  and  maintain  the  validity  and
enforceability of any material Intellectual Property and promptly advise Bank in
writing  of  material infringements and (ii) not allow any Intellectual Property
material  to  Borrower's business to be abandoned, forfeited or dedicated to the
public  without  Bank's  written  consent.

6.9     FURTHER  ASSURANCES.

     Borrower  will  execute  any further instruments and take further action as
Bank  reasonably requests to perfect or continue Bank's security interest in the
Collateral  or  to  effect  the  purposes  of  this  Agreement.

7.   NEGATIVE COVENANTS
     ------------------

     Borrower  will  not  do  any  of the following without Bank's prior written
consent,  for  so  long  as  Bank has an obligation to make Credit Extensions or
there  are  any  outstanding  Obligations:

7.1     DISPOSITIONS.

     Convey,  sell,  lease,  transfer  or  otherwise  dispose  of  (collectively
"Transfer"),  or  permit any of its Subsidiaries to Transfer, all or any part of
its  business or property, except for Transfers (i) of Inventory in the ordinary
                           ------
course  of business; (ii) of non-exclusive licenses and similar arrangements for
the  use  of the property of Borrower or its Subsidiaries in the ordinary course
of  business;  (iii)  of  worn-out or obsolete Equipment or (iv) of Equipment or
other  fixed  assets  having  a value not in excess of $500,000 in the aggregate
during  any  fiscal  year.

7.2     CHANGES IN BUSINESS, OWNERSHIP, MANAGEMENT OR BUSINESS LOCATIONS.

     Engage  in or permit any of its Subsidiaries to engage in any material line
of  business  other  than  those lines of business conducted by Borrower and its
Subsidiaries  on  the  date  hereof  and  any  business  reasonably  related
complementary  or  incidental thereto or reasonable extensions thereof. Borrower
shall  not  change the persons holding the offices of Chief Executive Officer or
Chief  Financial  Officer  (each  a  "Senior Executive") unless a replacement is
approved by a majority of Borrower's Board of Directors, including a majority of
those  members  of  the  Board  of  Directors  who  were members of the Board of
Directors  and not employees of Borrower as of the date of this Agreement or who
are  subsequent  non-employee  directors  designated or approved by such initial
non-employee  directors (the "Outside Directors"), within 90 days of the date of
the  termination  of  such  Senior Executive, provided that if a majority of the
Outside  Directors  determine  that such Senior Executive shall not be replaced,
then


                                        7
<PAGE>
Borrower  shall  so  notify  Bank  within thirty (30) days of the determination.
Borrower  will  not,  without  at  least  thirty (30) days prior written notice,
change its state of formation or relocate its chief executive office.

7.3     MERGERS  OR  ACQUISITIONS.

     Merge  or  consolidate,  or  permit  any  of  its  Subsidiaries to merge or
consolidate,  with  any  other  Person,  or  acquire,  or  permit  any  of  its
Subsidiaries  to  acquire,  all  or  substantially  all  of the capital stock or
property  of  another  Person.  A  Subsidiary  may merge or consolidate into, or
transfer  its  property  to,  another  Subsidiary  or  into  Borrower.

7.4     INDEBTEDNESS.

     Create,  incur,  assume,  or  be liable for any Indebtedness, or permit any
Subsidiary  to  do  so,  other  than  Permitted  Indebtedness.

7.5     ENCUMBRANCE.

     Create,  incur,  or  allow  any  Lien  on any of its property, or assign or
convey  any  right  to  receive  income,  including the sale of any Accounts, or
permit  any  of its Subsidiaries to do so, except for Permitted Liens, or permit
any Collateral not to be subject to the first priority security interest granted
here,  subject  to  Permitted  Liens.  In  addition,  Borrower  shall  not sell,
transfer,  assign,  mortgage,  pledge,  lease,  grant a security interest in, or
encumber, or enter into any agreement, document, instrument or other arrangement
(except  with  or  in  favor  of  the  Bank)  with  any Person which directly or
indirectly  prohibits  or  has  the effect of prohibiting Borrower from selling,
transferring,  assigning,  mortgaging,  pledging,  leasing,  granting a security
interest  in  or  upon,  or encumbering any of Borrower's Intellectual Property,
other  than  (i)  customary  restrictions and conditions contained in agreements
relating  to  the  sale  of  assets  or  property  (otherwise  permitted by this
Agreement)  pending  such  sale,  provided that such restrictions and conditions
apply  only  to the assets or property to be sold, and (ii) customary provisions
in  leases,  licenses,  and  other  contracts  limiting  the assignment thereof.

7.6     DISTRIBUTIONS;  INVESTMENTS.

     Directly or indirectly acquire or own any Person, or make any Investment in
any  Person,  or  permit  any of its Subsidiaries to do so, other than Permitted
Investments  and  Investments  in  Subsidiaries,  net  of returns on Investments
received  from Subsidiaries, not to exceed $500,000 during any fiscal year.  Pay
any  dividends or make any distribution or payment or redeem, retire or purchase
any  capital  stock, other than (i) dividends or other payments or distributions
payable  in  shares  of common stock or in options, warrants, or other rights to
purchase  common  stock,  and  (ii) redemptions, retirements or purchases of any
capital  stock,  or  any  options, warrants, or other rights to purchase capital
stock,  either from employees, officers, and directors or in market transactions
for  contribution  to  retirement  plans  for  the  benefit  of employees of the
Borrower  and its Subsidiaries, in an aggregate amount in any fiscal year not to
exceed  $500,000.

7.7     TRANSACTIONS  WITH  AFFILIATES.

     Directly  or  indirectly  enter  into  or  permit  to  exist  any  material
transaction  with any Affiliate of Borrower except for (a) transactions that are
in  the  ordinary  course of Borrower's business, upon fair and reasonable terms
that are no less favorable to Borrower than would be obtained in an arm's length
transaction  with  a  nonaffiliated  Person,  (b) transactions with Subsidiaries
constituting  Investments  permitted by Section 7.6 and (c) stock purchases from
employees,  officers  or  directors  permitted  by  Section  7.6.

7.8     SUBORDINATED  DEBT.

     Make or permit any payment on any Subordinated Debt, except under the terms
of the Subordinated Debt, or amend any provision in any document relating to the
Subordinated  Debt  without  Bank's  prior  written  consent.

7.9     COMPLIANCE.

     Become  an  "investment  company" or a company controlled by an "investment
company,"  under  the  Investment Company Act of 1940 or undertake as one of its
important  activities extending credit to purchase or carry margin stock, or use
the  proceeds  of  any  Credit  Extension  for  that  purpose;  fail  to  meet


                                        8
<PAGE>
the  minimum  funding  requirements  of  ERISA,  permit  a  Reportable  Event or
Prohibited  Transaction,  as defined in ERISA, to occur if such Reportable Event
or  Prohibited  Transaction would reasonably be expected to result in a Material
Adverse  Change;  fail  to  comply  with the Federal Fair Labor Standards Act or
violate  any  other  law  or  regulation,  if  the violation would reasonably be
expected to cause a Material Adverse Change or permit any of its Subsidiaries to
do  any  of  the  foregoing.

8.   EVENTS OF DEFAULT
     -----------------

     Any one of the following is an Event of Default:

8.1     PAYMENT  DEFAULT.

     If Borrower  fails to pay any principal amount of the Obligations when due,
or  any  interest,  fees  or  other  amounts of the Obligations within three (3)
Business  Days  after  the  same  have  become  due;

8.2     COVENANT  DEFAULT.

     (a)     If  Borrower  fails to perform any obligation under Sections 6.2 or
6.7  or  violates any of the covenants contained in Article 7 of this Agreement,
or

     (b)     If  Borrower  fails  or  neglects  to perform, keep, or observe any
other  material  term, provision, condition, covenant, or agreement contained in
this  Agreement, in any of the Loan Documents, or in any other agreement between
Borrower  and  Bank  and  as  to  any  default under such other term, provision,
condition,  covenant  or  agreement  that  can be cured, has failed to cure such
default  within  twenty (20) days after the earlier of (i) a Responsible Officer
of Borrower has knowledge, or should have had knowledge, of such default or (ii)
receipt  of written notice of such default from Bank; provided, however, that if
the  default  cannot  by  its  nature  be cured within the twenty (20) period or
cannot  after diligent attempts by Borrower be cured within such twenty (20) day
period,  and  such  default is likely to be cured within a reasonable time, then
Borrower shall have an additional reasonable period (which shall not in any case
exceed  thirty  (30)  days)  to  attempt  to  cure such default, and within such
reasonable  time  period  the  failure  to  have cured such default shall not be
deemed  an  Event  of  Default  (provided that no Credit Extensions will be made
during  such  cure  period);

8.3     MATERIAL  ADVERSE  CHANGE.

     If there occurs a Material Adverse Change.

8.4     ATTACHMENT.

     If  any  material  portion of Borrower's assets is attached, seized, levied
on,  or  comes  into  possession  of  a  trustee or receiver and the attachment,
seizure  or  levy  is  not removed in ten (10) days, or if Borrower is enjoined,
restrained,  or  prevented by court order from conducting a material part of its
business or if a judgment or other claim becomes a Lien on a material portion of
Borrower's  assets, or if a notice of lien, levy, or attachment is filed against
any  of  Borrower's assets by any government agency and not paid within ten (10)
days  after Borrower receives notice.  These are not Events of Default if stayed
or  if  a  bond  is posted pending contest by Borrower (but no Credit Extensions
will  be  made  during  the  cure  period);

8.5     INSOLVENCY.

     If  Borrower  becomes  insolvent  or  if  Borrower  begins  an  Insolvency
Proceeding  or  an  Insolvency  Proceeding  is  begun  against  Borrower and not
dismissed or stayed within 30 days (but no Credit Extensions will be made before
any  Insolvency  Proceeding  is  dismissed);

8.6     OTHER  AGREEMENTS.

     If  there  is a default in any agreement between Borrower and a third party
that  gives  the  third party the right to accelerate any Indebtedness exceeding
$250,000  or  that  could  cause  a  Material  Adverse  Change;


                                        9
<PAGE>
8.7     JUDGMENTS.

     If  a  money  judgment(s) in the aggregate of at least $250,000 is rendered
against  Borrower  and  is unsatisfied and unstayed for thirty (30) days (but no
Credit  Extensions  will  be  made  before the judgment is stayed or satisfied);

8.8     MISREPRESENTATIONS.

     If  Borrower  or  any  Person  acting  for  Borrower  makes  any  material
misrepresentation  or  material  misstatement  now  or  later in any warranty or
representation  in  this  Agreement  or  in  any writing delivered to Bank or to
induce  Bank  to  enter  this  Agreement  or  any  Loan  Document;  or

8.9     GUARANTY.

     Any  guaranty  of any Obligations ceases for any reason to be in full force
or  any  Guarantor  does  not  perform  any obligation under any guaranty of the
Obligations,  or  any material misrepresentation or material misstatement exists
now  or  later  in  any  warranty  or  representation  in  any  guaranty  of the
Obligations  or  in  any  certificate  delivered  to Bank in connection with the
guaranty,  or  any  circumstance described in Sections 8.4, 8.5 or 8.7 occurs to
any  Guarantor.

8.10     CHANGE  OF  CONTROL.

     Any  "person"  or "group" (within the meaning of Section 13(d) and 14(d)(2)
of  the  Securities  Exchange  Act  of 1934, as amended) becomes the "beneficial
owner"  (as  defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended),  directly  or  indirectly,  of  greater  than 25% of the shares of all
classes of stock then outstanding of Borrower ordinarily entitled to vote in the
election  of  directors.

8.11     SUBSIDIARIES.

     Any  circumstance  described in Sections 8.3, 8.4, 8.5 or 8.7 occurs to any
Subsidiary  of  Borrower (other than Concurrent Realisations Ltd.) having assets
of  $250,000  or  more.

9.   BANK'S RIGHTS AND REMEDIES
     --------------------------

9.1     RIGHTS  AND  REMEDIES.

     When  an  Event of Default occurs and continues Bank may, without notice or
demand,  do  any  or  all  of  the  following:

     (a)     Declare  all  Obligations  immediately  due  and payable (but if an
Event of Default described in Section 8.5 occurs all Obligations are immediately
due  and  payable  without  any  action  by  Bank);

     (b)     Stop  advancing  money  or  extending credit for Borrower's benefit
under this Agreement or under any other agreement between Borrower and Bank;

     (c)     Settle  or adjust disputes and claims directly with account debtors
for amounts, on terms and in any order that Bank considers advisable;

     (d)     Make  any  payments  and  do  any  acts  it  considers necessary or
reasonable  to  protect  its security interest in the Collateral.  Borrower will
assemble  the  Collateral  if  Bank  requires  and  make  it  available  as Bank
designates.  Bank  may  enter premises where the Collateral is located, take and
maintain  possession  of any part of the Collateral, and pay, purchase, contest,
or  compromise  any  Lien  which appears to be prior or superior to its security
interest  and pay all expenses incurred. Borrower grants Bank a license to enter
and occupy any of its premises, without charge, to exercise any of Bank's rights
or  remedies;

     (e)     Apply  to the Obligations any (i) balances and deposits of Borrower
with  Bank  or  its Affiliate it holds, or (ii)  amount held by Bank owing to or
for  the  credit  or  the  account  of  Borrower;

     (f)     Ship,  reclaim,  recover,  store, finish, maintain, repair, prepare
for  sale,  advertise  for  sale,  and  sell  the Collateral.  Bank is granted a
non-exclusive,  royalty-free  license  or  other  right  to use, without charge,
Borrower's  labels,  Patents, Copyrights, Mask Works, rights of use of any name,
trade  secrets,  trade names, Trademarks, service marks, and advertising matter,
or  any  similar  property  as  it  pertains  to  the  Collateral, in completing
production  of,  advertising  for  sale,  and  selling  any  Collateral  and, in


                                       10
<PAGE>
connection  with  Bank's  exercise  of its rights under this Section, Borrower's
rights  under all licenses and all franchise agreements inure to Bank's benefit;

     (g)     Bank  may  place  a  "hold" on any account maintained with Bank and
deliver  a  notice  of  exclusive  control,  any  entitlement  order,  or  other
directions  or  instructions  pursuant  to  any  control  agreement  or  similar
agreements  providing  control  of  any  Collateral;  and

     (h)     Dispose  of  the  Collateral  according  to  the  Code.

Bank  agrees  that unless an Event of Default has occurred and is continuing, it
will  not  deliver  a  "Notice  of Exclusive Control" under, and as such term is
defined in, the Securities Account Control Agreement of even date herewith among
Borrower,  Bank,  SVB  Securities  and  Banc  of  America  Securities  LLC.

9.2     POWER  OF  ATTORNEY.

     Effective  only  when  an  Event  of Default occurs and continues, Borrower
irrevocably  appoints  Bank  as  its lawful attorney to:  (i) endorse Borrower's
name  on  any checks or other forms of payment or security; (ii) sign Borrower's
name  on any invoice or bill of lading for any Account or drafts against account
debtors,  (iii)  make,  settle, and adjust all claims under Borrower's insurance
policies; (iv) settle and adjust disputes and claims about the Accounts directly
with  account  debtors, for amounts and on terms Bank determines reasonable; and
(v)  transfer  the Collateral into the name of Bank or a third party as the Code
permits.  Bank may exercise the power of attorney to sign Borrower's name on any
documents  necessary  to  perfect  or  continue  the  perfection of any security
interest  regardless  of  whether  an  Event  of  Default  has occurred.  Bank's
appointment as Borrower's attorney in fact, and all of Bank's rights and powers,
coupled  with an interest, are irrevocable until all Obligations have been fully
repaid  and  performed  and  Bank's  obligation  to  provide  Credit  Extensions
terminates.

9.3     ACCOUNTS  COLLECTION.

     When  an  Event of Default occurs and continues, Bank may notify any Person
owing  Borrower  money  of  Bank's security interest in the funds and verify the
amount  of  the  Account.  Borrower  must collect all payments in trust for Bank
and,  if requested by Bank, immediately deliver the payments to Bank in the form
received  from  the  account  debtor,  with  proper  endorsements  for  deposit.

9.4     BANK  EXPENSES.

     If  Borrower  fails  to  pay  any  amount  or furnish any required proof of
payment  to  third  persons required hereunder, Bank may make all or part of the
payment  or  obtain  insurance  policies  required  in Section 6.5, and take any
action  under  the policies Bank deems prudent.  Any amounts so paid by Bank are
Bank  Expenses  and  immediately  due  and payable, bearing interest at the then
applicable  rate  and secured by the Collateral.  No payments by Bank are deemed
an  agreement  to  make  similar  payments in the future or Bank's waiver of any
Event  of  Default.

9.5     BANK'S  LIABILITY  FOR  COLLATERAL.

     If  Bank complies with reasonable banking practices and the Code, it is not
liable for: (a) the safekeeping of the Collateral; (b) any loss or damage to the
Collateral; (c) any diminution in the value of the Collateral; or (d) any act or
default  of  any carrier, warehouseman, bailee, or other person.  Borrower bears
all  risk  of  loss,  damage  or  destruction  of  the  Collateral.

9.6     REMEDIES  CUMULATIVE.

     Bank's  rights  and  remedies under this Agreement, the Loan Documents, and
all  other agreements are cumulative.  Bank has all rights and remedies provided
under  the Code, by law, or in equity. Bank's exercise of one right or remedy is
not  an  election, and Bank's waiver of any Event of Default is not a continuing
waiver.  Bank's  delay  is not a waiver, election, or acquiescence. No waiver is
effective  unless  signed  by  Bank  and then is only effective for the specific
instance  and  purpose  for  which  it  was  given.

9.7     DEMAND  WAIVER.

     Borrower  waives  demand,  notice of default or dishonor, notice of payment
and  nonpayment,  notice  of  any  default,  nonpayment  at  maturity,  release,
compromise,  settlement,  extension,  or  renewal  of


                                       11
<PAGE>
accounts,  documents, instruments, chattel paper, and guarantees held by Bank on
which  Borrower  is  liable.

10.  NOTICES
     -------

     All  notices  or  demands  by  any  party about this Agreement or any other
related  agreement  must be in writing and be personally delivered or sent by an
overnight  delivery  service, by certified mail, postage prepaid, return receipt
requested,  or  by  telefacsimile to the addresses set forth at the beginning of
this Agreement.  A party may change its notice address by giving the other party
written  notice.

11.  CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER
     ------------------------------------------

     Georgia  law  governs  the  Loan  Documents without regard to principles of
conflicts  of  law.  Borrower and Bank each submit to the exclusive jurisdiction
of  the State and Federal courts in the State of Georgia provided, however, that
if  for  any  reason the Bank can not avail itself of the courts of the State of
Georgia,  the Borrower and Bank each submit to the jurisdiction of the State and
Federal  Courts  in  Santa  Clara  County,  California.

BORROWER  AND  BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF  ACTION  ARISING  OUT  OF  ANY  OF  THE  LOAN  DOCUMENTS  OR ANY CONTEMPLATED
TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS
WAIVER  IS  A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT.
EACH  PARTY  HAS  REVIEWED  THIS  WAIVER  WITH  ITS  COUNSEL.

12.  GENERAL PROVISIONS
     ------------------

12.1     SUCCESSORS  AND  ASSIGNS.

     This Agreement binds and is for the benefit of the successors and permitted
assigns  of  each  party.  Borrower  may not assign this Agreement or any rights
under  it  without Bank's prior written consent which may be granted or withheld
in  Bank's  discretion.  Bank has the right, without the consent of or notice to
Borrower,  to  sell,  transfer,  negotiate, or grant participation in all or any
part  of, or any interest in, Bank's obligations, rights and benefits under this
Agreement.

12.2     INDEMNIFICATION.

     Borrower  will  indemnify,  defend and hold harmless Bank and its officers,
employees,  and  agents  against:  (a)  all  obligations,  demands,  claims, and
liabilities  asserted  by  any  other  party in connection with the transactions
contemplated  by  the  Loan  Documents;  and  (b)  all  losses  or Bank Expenses
incurred,  or  paid  by Bank arising out of or otherwise related to transactions
between  Bank  and  Borrower (including reasonable attorneys fees and expenses),
except  for  any  such  amount  determined  in  a  final  judgment by a court of
competent jurisdiction to have been caused by Bank's gross negligence or willful
misconduct.

12.3     TIME  OF  ESSENCE.

     Time  is  of  the  essence  for  the performance of all obligations in this
Agreement.

12.4     SEVERABILITY  OF  PROVISION.

     Each provision of this Agreement is severable from every other provision in
determining  the  enforceability  of  any  provision.

12.5     AMENDMENTS  IN  WRITING,  INTEGRATION.

     All  amendments to this Agreement must be in writing and signed by Borrower
and  Bank.  This  Agreement  represents  the entire agreement about this subject
matter,  and  supersedes prior negotiations or agreements. All prior agreements,
understandings,  representations,  warranties,  and  negotiations  between  the
parties about the subject matter of this Agreement merge into this Agreement and
the  Loan  Documents.


                                       12
<PAGE>
12.6     COUNTERPARTS.

     This  Agreement  may  be  executed  in  any  number  of counterparts and by
different  parties  on  separate  counterparts, each of which, when executed and
delivered, are an original, and all taken together, constitute one Agreement.

12.7     SURVIVAL.

     All  covenants,  representations  and  warranties  made  in  this Agreement
continue in full force while any Obligations remain outstanding. The obligations
of Borrower in Section 12.2 to indemnify Bank will survive until all statutes of
limitations for actions that may be brought against Bank have run.

12.8     CONFIDENTIALITY.

     In  handling  any  confidential  information,  Bank  will exercise the same
degree  of  care  that  it  exercises  for  its own proprietary information, but
disclosure  of information may be made (i) to Bank's subsidiaries or affiliates,
(ii)  to  prospective  transferees  or  purchasers  of any interest in the loans
(provided,  however, Bank shall use commercially reasonable efforts in obtaining
such  prospective  transferee's  or  purchasers'  agreement to the terms of this
provision), (iii) as required by law, regulation, subpoena, or other order, (iv)
as  required  in  connection  with  Bank's  examination or audit and (v) as Bank
considers  appropriate  exercising  remedies under this Agreement.  Confidential
information  does  not  include  information  that  either: (a) is in the public
domain  or  in  Bank's possession when disclosed to Bank, or becomes part of the
public  domain  after disclosure to Bank; or (b) is disclosed to Bank by a third
party,  if Bank does not know that the third party is prohibited from disclosing
the  information.

12.9     EFFECTIVE  DATE.

     Notwithstanding  anything  set forth in this Agreement or any Loan Document
to  the  contrary,  this  Agreement  and  all of the Loan Documents shall not be
effective  until the date on which the Bank executes this Agreement as indicated
on  the  signature  page  to  this  Agreement.

12.10     ATTORNEYS'  FEES,  COSTS  AND  EXPENSES.

     In  any  action  or proceeding between Borrower and Bank arising out of the
Loan  Documents, the prevailing party will be entitled to recover its reasonable
attorneys'  fees  and  other reasonable costs and expenses actually incurred, in
addition to any other relief to which it may be entitled.

13.     DEFINITIONS
        -----------

13.1     DEFINITIONS.

     In  this  Agreement:

     "ACCOUNTS"  has the meaning set forth in the Code and includes all existing
and later arising accounts, contract rights, and other obligations owed Borrower
in  connection with its sale or lease of goods (including licensing software and
other  technology)  or  provision of services, all credit insurance, guaranties,
other  security  and  all  merchandise  returned  or  reclaimed  by Borrower and
Borrower's  Books  relating  to  any  of  the  foregoing.

     "ADJUSTED  QUICK  RATIO"  is,  as of any date, the ratio of Quick Assets to
Current  Liabilities minus Deferred Maintenance Revenue, in each case as of such
date,  determined  for  Borrower and its Subsidiaries on a consolidated basis in
accordance  with  GAAP.

     "ADVANCE" or "ADVANCES" is a loan advance (or advances) under the Committed
Revolving  Line.

     "AFFILIATE"  of  a  Person  is  a  Person that owns or controls directly or
indirectly  the Person, any Person that controls or is controlled by or is under
common  control  with  the  Person,  and  each of that Person's senior executive
officers,  directors,  partners  and, for any Person that is a limited liability
company,  that  Person's  managers  and  members.

     "BANK  EXPENSES"  are  all audit fees and expenses and reasonable costs and
expenses  (including  reasonable  attorneys'  fees  and expenses) for preparing,
negotiating,  administering,  defending  and  enforcing  the  Loan  Documents
(including  appeals  or  Insolvency  Proceedings).


                                       13
<PAGE>
     "BORROWER'S  BOOKS" are all Borrower's books and records including ledgers,
records  regarding  Borrower's  assets  or liabilities, the Collateral, business
operations  or  financial  condition  and  all computer programs or discs or any
equipment  containing  the  information.

     "BORROWING  BASE"  is  the  sum  of  (a)  eighty  percent (80%) of Eligible
Accounts  (the  "Advance  Ratio")  as determined by Bank, in accordance with its
customary  credit  and  collateral  practices and policies, from Borrower's most
recent  Borrowing  Base  Certificate;  provided,  however,  that  (i)  Bank will
                                       --------   -------
increase  the  Advance  Ratio  for  Eligible  Accounts  to  eighty-five (85%) of
Eligible  Accounts  after  performing  an audit of Borrower's Collateral if such
audit  shows  that  dilution  for Borrower's Accounts, as determined by Bank, is
less  than four percent (4%) and (ii) Bank may, in accordance with its customary
credit  and  collateral  practices  and  policies,  lower  the Advance Ratio for
Eligible  Accounts  after performing an audit of Borrower's Collateral; plus (b)
                                                                        ----
so  long  as Borrower has not less than $15,000,000 in cash on deposit with Bank
or  its  Affiliates  in  which  Bank  has  a  first  priority perfected security
interest,  $5,000,000.

     "BUSINESS  DAY" is any day that is not a Saturday, Sunday or a day on which
the  Bank  is  closed.

     "CASH MANAGEMENT SERVICES" are defined in Section 2.1.4.

     "CLOSING DATE" is the date of this Agreement.

     "CODE"  is  the Uniform Commercial Code, in effect in the State of Georgia,
as  in  effect  from  time  to  time.

     "COLLATERAL" is the property described on Exhibit A.
                                               ---------

     "COMMITTED  REVOLVING  LINE"  is  Advances  of  up  to  Ten Million Dollars
($10,000,000).

     "CONTINGENT  OBLIGATION"  is,  for  any  Person,  any  direct  or  indirect
liability,  contingent  or  not, of that Person for (i) any indebtedness, lease,
dividend,  letter of credit or other obligation of another such as an obligation
directly  or  indirectly  guaranteed, endorsed, co-made, discounted or sold with
recourse  by  that  Person,  or  for which that Person is directly or indirectly
liable;  (ii)  any  obligations for undrawn letters of credit for the account of
that  Person;  and  (iii)  all  obligations  from any interest rate, currency or
commodity  swap  agreement,  interest  rate  cap  or  collar agreement, or other
agreement  or  arrangement designated to protect a Person against fluctuation in
interest  rates,  currency  exchange rates or commodity prices;  but "Contingent
Obligation"  does  not  include endorsements in the ordinary course of business.
The  amount of a Contingent Obligation is the stated or determined amount of the
primary  obligation  for  which  the  Contingent  Obligation  is made or, if not
determinable,  the maximum reasonably anticipated liability for it determined by
the  Person  in  good  faith;  but  the amount may not exceed the maximum of the
obligations  under  the  guarantee  or  other  support  arrangement.  Amounts of
obligations  of  the  types  described in clause (iii) above shall be determined
based on the net amounts, if any, such Person would then be required to pay upon
the  termination  thereof  based  on  current  market  conditions.

     "COPYRIGHTS"  are  all  copyright rights, applications or registrations and
like  protections  in  each  work  or  authorship  or  derivative  work, whether
published  or  not  (whether or not it is a trade secret) now or later existing,
created,  acquired  or  held.

     "CREDIT EXTENSION" is each Advance, Letter of Credit, Term Loan, FX Forward
Contract or other foreign exchange contract, or any other extension of credit by
Bank  for  Borrower's  benefit.

     "CURRENT  ASSETS"  are,  on  any  date,  amounts  that under GAAP should be
included  on  that  date  as  current  assets on Borrower's consolidated balance
sheet.

     "CURRENT  LIABILITIES" are, on any date, the aggregate amount of Borrower's
Total Liabilities which mature within one (1) year of such date.

     "DEFERRED  MAINTENANCE  REVENUE"  is  all  amounts  received  in advance of
performance  of  maintenance  or  service  or  other  project  warranty-related
contracts  and  not  yet  recognized  as  revenue.

     "ELIGIBLE  ACCOUNTS"  are  Accounts  in  the  ordinary course of Borrower's
business  that  meet all Borrower's representations and warranties in Section 5;
but  Bank  may, in accordance with its customary credit and collateral practices
---
and  policies,  change  eligibility standards by giving Borrower notice.  Unless
Bank agrees otherwise in writing, Eligible Accounts will not include:


                                       14
<PAGE>
     (a)     Accounts  that  the  account  debtor has not paid within 90 days of
invoice  date;

     (b)     Accounts  for an account debtor, 50% or more of whose Accounts have
not  been  paid  within  90  days  of  invoice  date;

     (c)     Credit  balances  over  90  days  from  invoice  date;

     (d)     Accounts  for  an  account  debtor,  including  Affiliates  of such
account  debtor,  to the extent such Accounts exceed thirty percent (30%) of all
Accounts,  for the amounts that exceed that percentage, unless the Bank approves
such  excess  amounts  in  writing; provided that so long as Borrower's Adjusted
Quick  Ratio  is  greater  than 2.00 to 1.00, Accounts owing from any of Comcast
Cable  Communications,  Inc.,  Time  Warner  Cable,  Inc., America Online, Inc.,
Lockheed  Martin  Corporation  and  Cox  Communications, Inc. will not be deemed
Eligible  Accounts  to  the  extent  the  Accounts of such account debtor exceed
thirty-five percent (35%) of the total Accounts outstanding;

     (e)     Accounts  for  which the account debtor does not have its principal
place  of  business  in  the  United  States;

     (f)     Accounts  for which the account debtor is a federal, state or local
government  entity  or  any  department,  agency,  or instrumentality except for
Accounts  of  the  United States if the payee has assigned its payment rights to
Bank and the assignment has been acknowledged under the Assignment of Claims Act
of  1940  (31  U.S.C.  3727);

     (g)     Accounts for which Borrower owes the account debtor, but only up to
the  amount owed (sometimes called "contra" accounts, accounts payable, customer
deposits  or  credit  accounts);

     (h)     Accounts  for  demonstration  or promotional equipment, or in which
goods  are  consigned,  sales guaranteed, sale or return, sale on approval, bill
and hold, or other terms if account debtor's payment may be conditional;

     (i)     Accounts  for  which  the  account  debtor is Borrower's Affiliate,
officer,  employee,  or  agent;

     (j)     Accounts  in  which  the account debtor disputes liability or makes
any  claim  and  Bank  believes there is a basis for dispute (but only up to the
disputed  or  claimed  amount),  or  if  the  Account  Debtor  is  subject to an
Insolvency Proceeding, or becomes insolvent, or goes out of business;

     (k)     Accounts  for  which  Bank  reasonably  determines collection to be
doubtful.

     "EQUIPMENT"  has the meaning set forth in the Code and includes all present
and  future  machinery,  equipment,  tenant  improvements,  furniture, fixtures,
vehicles, tools, parts and attachments in which Borrower has any interest.

     "ERISA"  is  the Employment Retirement Income Security Act of 1974, and its
regulations.

     "FX FORWARD CONTRACT" is defined in Section 2.1.3.

     "FX RESERVE" is defined in Section 2.1.3.

     "GAAP" is generally accepted accounting principles.

     "GUARANTOR" is any present or future guarantor of the Obligations.

     "INDEBTEDNESS" is (a) indebtedness for borrowed money or the deferred price
of  property  or  services  (excluding trade accounts payable which are not more
than  sixty (60) days past due), such as reimbursement and other obligations for
surety  bonds  and letters of credit, (b) obligations evidenced by notes, bonds,
debentures  or  similar  instruments,  (c)  capital  lease  obligations  and (d)
Contingent  Obligations.

     "INSOLVENCY  PROCEEDING" are proceedings by or against any Person under the
United  States  Bankruptcy  Code,  or  any  other  bankruptcy or insolvency law,
including  assignments  for  the  benefit of creditors, compositions, extensions
generally  with  its  creditors,  or  proceedings  seeking  reorganization,
arrangement,  or  other  relief.

     "INTELLECTUAL  PROPERTY"  is:


                                       15
<PAGE>
     (a)     Copyrights,  Trademarks  and  Patents,  and  Mask  Works  including
amendments,  renewals,  extensions,  and all licenses or other rights to use and
all  license  fees  and  royalties  from  the  use;

     (b)     Any  trade secrets and any intellectual property rights in computer
software and computer software products now or later existing, created, acquired
or  held;

     (c)     All  design  rights which may be available to Borrower now or later
created,  acquired  or  held;

     (d)     Any  claims  for damages (past, present or future) for infringement
of  any  of the rights above, with the right, but not the obligation, to sue and
collect  damages  for  use  or  infringement of the intellectual property rights
above;

     (e)     All  Proceeds  and  products  of  the  foregoing,  including  all
insurance,  indemnity  or  warranty  payments.

     "INVENTORY"  has the meaning set forth in the Code and includes all present
and  future inventory in which Borrower has any interest, including merchandise,
raw  materials, parts, supplies, packing and shipping materials, work in process
and  finished  products  intended  for  sale or lease or to be furnished under a
contract  of  service, of every kind and description now or later owned by or in
the  custody  or  possession,  actual  or  constructive,  of Borrower, including
inventory  temporarily  out  of  its  custody  or  possession  or in transit and
including returns on any accounts or other Proceeds from the sale or disposition
of  any  of  the  foregoing  and  any  documents  of  title.

     "INVESTMENT"  is,  for  any  Person: (a) the acquisition (whether for cash,
property,  services  or securities or otherwise) of capital stock, bonds, notes,
debentures,  partnership or other ownership interests or other securities of any
other  Person  or any agreement to make any such acquisition (including, without
limitation,  any  "short sale" or any sale of any securities at a time when such
securities  are  now  owned by the Person entering into such short sale), or (b)
any  deposit  with, capital contribution to, or advance, loan or other extension
of  credit  to,  such  Person (other than any such advance, loan or extension of
credit representing the purchase price of goods, intangibles or services sold or
supplied  in  the ordinary course of business) or Contingent Obligation incurred
with  respect  to  Indebtedness  or  other liability of such Person and (without
duplication)  any  amount  committed  to  be  advanced, lent or extended to such
Person.

     "LETTER OF CREDIT" is defined in Section 2.1.2.

     "LETTER-OF-CREDIT  RIGHT"  means  a right to payment or performance under a
letter  of credit, whether or not the beneficiary has demanded or is at the time
entitled  to  demand  payment  or  performance.

     "LIEN"  is  a  mortgage,  lien,  deed  of  trust,  charge, pledge, security
interest  or  other  encumbrance.

     "LOAN  DOCUMENTS"  are,  collectively,  this  Agreement,  the  Revolving
Promissory  Note,  the  Term  Note, any note, or notes or guaranties executed by
Borrower  or  Guarantor,  and  any  other  present  or  future agreement between
Borrower  and/or  for the benefit of Bank in connection with this Agreement, all
as  amended,  extended  or  restated.

     "MASK  WORKS"  are  all  mask  works  or  similar  rights available for the
protection of semiconductor chips, now owned or later acquired.

     "MATERIAL  ADVERSE  CHANGE"  means  (i)  a  material  adverse change in the
general  affairs,  management,  results  or  operation or financial condition of
Borrower; or (ii) there has been a material impairment of the value for priority
of  Bank's  security  interests  in  the  Collateral.

     "OBLIGATIONS"  are  debts,  principal,  interest,  Bank  Expenses and other
amounts  Borrower  owes  Bank  now or later, including cash management services,
letters  of credit and foreign exchange contracts, if any and including interest
accruing  after  Insolvency  Proceedings  begin  and  debts,  liabilities,  or
obligations  of  Borrower  assigned  to  Bank.

     "PATENTS"  are patents, patent applications and like protections, including
improvements,  divisions,  continuations,  renewals,  reissues,  extensions  and
continuations-in-part  of  the  same.

     "PERMITTED  INDEBTEDNESS"  is:


                                       16
<PAGE>
     (a)     Borrower's  indebtedness  to Bank under this Agreement or any other
Loan  Document;

     (b)     Indebtedness  existing  on  the  Closing  Date  and  shown  on  the
Schedule;

     (c)     Subordinated  Debt;

     (d)     Indebtedness  secured  by  Permitted  Liens;

     (e)     Indebtedness  owing  by  a  Subsidiary  to  Borrower  or Contingent
Obligations  incurred  by  Borrower  with  respect  to  Indebtedness  or  other
obligations  of  a  Subsidiary,  in  each  case  to  the  extent constituting an
Investment  permitted  by  Section  7.6;

     (f)     Indebtedness  incurred by Subsidiaries of the Borrower organized in
jurisdictions  other  than  the  United  States  for  working  capital  of  such
Subsidiaries  in  an  aggregate principal amount that does not exceed, as to all
such  Subsidiaries,  $500,000  at  any  one  time  outstanding;

     (g)     all extensions, renewals and refinancings of Indebtedness permitted
by  (b)  through  (d)  above  provided  that (i) any such extension, renewal and
refinancing  does  not increase the outstanding principal amount of Indebtedness
so  extended,  renewed  or  refinanced,  (ii)  any  such  extension, renewal and
refinancing  does  mature  earlier  than  Indebtedness  so  extended, renewed or
refinanced  and  (iii) if the Indebtedness so extended, renewed or refinanced is
Subordinated  Debt,  such  extension,  renewal  or  refinancing  Indebtedness is
subordinated  in  right of payment to the Obligations on terms no less favorable
to  Bank  than  the  Subordinated  Debt  so  extended,  renewed  or  refinanced.

     "PERMITTED  INVESTMENTS"  are:

     (a)     Investments shown on the Schedule and existing on the Closing Date;

     (b)     Investments  consisting of (i) marketable direct obligations issued
or  unconditionally  guaranteed  by the United States or its agency or any State
maturing  within  1 year from its acquisition, (ii) commercial paper maturing no
more  than  1  year after its creation and having the highest rating from either
Standard  &  Poor's  Corporation  or  Moody's Investors Service, Inc., and (iii)
Bank's  certificates of deposit issued maturing no more than 1 year after issue;

     (c)     Promissory  notes  received  as  non-cash  consideration  for
dispositions  of  assets  otherwise  permitted  by  this  Agreement;

     (d)     Investments  received  in  connection  with  bankruptcies,
reorganizations or settlement of delinquent accounts and disputes with customers
or  suppliers,  in  the  ordinary  course  of  business;  and

     (e)     Investments in the forms of loans and advances made to employees of
Borrower(i)  that  do  not  exceed  $25,000  in principal amount at any one time
outstanding  or (ii) made for travel, entertainment or similar expenses incurred
in  the  ordinary  course  of  business.

     "PERMITTED  LIENS"  are:

     (a)     Liens  existing  on  the  Closing Date and shown on the Schedule or
arising  under  this  Agreement  or  other  Loan  Documents;

     (b)     Liens  for  taxes, fees, assessments or other government charges or
levies,  either  not  delinquent  or being contested in good faith and for which
Borrower maintains adequate reserves on its Books, if they have no priority over
                                                   --
any  of  Bank's  security  interests;

     (c)     Purchase  money Liens (i) on Equipment acquired or held by Borrower
or  its  Subsidiaries incurred for financing the acquisition of the Equipment or
incurred  within one hundred twenty (120) days after such acquisitions, provided
that  the  aggregate principal amount of Indebtedness secured by such Liens does
not exceed $1,000,000 at any one time outstanding, or (ii) existing on Equipment
when  acquired, if the Lien is confined to the property and improvements and the
                --
Proceeds  of  the  Equipment;

     (d)     Licenses  or  sublicenses  granted  in  the  ordinary  course  of
Borrower's business and any interest or title of a licensor or under any license
or  sublicense,  if the licenses and sublicenses permit granting Bank a security
                 --
interest;


                                       17
<PAGE>
     (e)     Leases  or  subleases  granted in the ordinary course of Borrower's
business,  including  in  connection  with  Borrower's leased premises or leased
property;

     (f)     Liens  on  the  property of Subsidiaries organized in jurisdictions
other  than  the United States and securing Indebtedness described in clause (f)
of  the  definition  of  Permitted  Indebtedness;  and

     (g)     Liens  incurred  in  the  extension,  renewal or refinancing of the
indebtedness  secured  by Liens described in (a) through (c), but any extension,
                                                              ---
renewal  or  replacement  Lien must be limited to the property encumbered by the
existing  Lien  and  the  principal amount of the indebtedness may not increase.

     "PERSON"  is  any  individual,  sole  proprietorship,  partnership, limited
liability  company,  joint  venture,  company association, trust, unincorporated
organization, association, corporation, institution, public benefit corporation,
firm, joint stock company, estate, entity or government agency.

     "PROCEEDS"  has the meaning described in the Code as in effect from time to
time.

     "PRIME  RATE" is Bank's most recently announced "prime rate," even if it is
not  Bank's  lowest  rate.

     "QUICK  ASSETS"  is, on any date, the Borrower's consolidated, unrestricted
cash,  cash  equivalents,  net  billed  accounts receivable and investments with
maturities  of fewer than 12 months from such date determined according to GAAP.

     "REGISTERED  ORGANIZATION" means an organization organized solely under the
law  of  a  single  state  or the United States and as to which the state or the
United  States  must  maintain  a public record showing the organization to have
been  organized.

     "RESPONSIBLE  OFFICER"  is  each  of  the  Chief  Executive  Officer,  the
President, the Chief Financial Officer and the Controller of Borrower.

     "REVOLVING MATURITY DATE" is December 23, 2006.

     "REVOLVING PROMISSORY NOTE" means that certain Revolving Promissory Note of
even  date  herewith  in  the  maximum  principal  amount of Ten Million Dollars
($10,000,000)  from  Borrower  in  favor  of  Bank,  together with all renewals,
amendments,  modifications  and  substitutions,  therefor.

     "SCHEDULE" is any attached schedule of exceptions.

     "SUBORDINATED  DEBT"  is debt incurred by Borrower subordinated in right of
payment  to  Borrower's  indebtedness owed to Bank on terms satisfactory to Bank
and which is reflected in a written agreement in a manner and form acceptable to
Bank  and  approved  by  Bank  in  writing.

     "SUBSIDIARY"  is for any Person, or any other business entity of which more
than  50%  of the voting stock or other equity interests is owned or controlled,
directly  or  indirectly, by the Person or one or more Affiliates of the Person.

     "SUPPORTING  OBLIGATION"  means  a  Letter-of-credit  right,  secondary
obligation  or obligation of a secondary obligor or that supports the payment or
performance  of  an account, chattel paper, a document, a general intangible, an
instrument  or  investment  property.

     "TANGIBLE  NET  WORTH"  is,  on  any date, the consolidated total assets of
Borrower  and its Subsidiaries plus the principal amount of Subordinated Debt of
Borrower  minus,  (i)  any  amounts attributable to (a) goodwill, (b) intangible
          -----
items  such as unamortized debt discount and expense, Patents, trade and service
marks and names, Copyrights and research and development expenses except prepaid
expenses,  and  (c)  reserves  not  already deducted from assets, and (ii) Total
                                                                  ---
Liabilities.

     "TERM LOAN" is a loan of Three Million Dollars ($3,000,000).

     "TERM LOAN MATURITY DATE" is December 23, 2007.

     "TOTAL  LIABILITIES" is on any day, obligations that should, under GAAP, be
classified  as  liabilities  on  Borrower's  consolidated  balance  sheet,  but
excluding  all  Subordinated  Debt  other  than the then-current portion of such
Subordinated  Debt  allowed  to  be  paid.


                                       18
<PAGE>
     "TRADEMARKS"  are  trademark  and  service  mark rights, registered or not,
applications  to register and registrations and like protections, and the entire
goodwill  of  the  business  of  Borrower  connected  with  the  trademarks.

                    [Signatures appear on the following page]


                                       19
<PAGE>
     IN  WITNESS  WHEREOF,  Borrower  and Bank have caused their duly authorized
officers to set their hands and seals as of the day and year first above written

BORROWER:

CONCURRENT  COMPUTER  CORPORATION


By:  ___________________________________
     Name:
     Title:


BANK:

SILICON  VALLEY  BANK


By:  ____________________________________
     Name:
     Title:

Effective as of December 23, 2004


<PAGE>
                                    EXHIBIT A
                                    ---------

     The  Collateral  consists of all of Borrower's right, title and interest in
and  to  the  following:

     All goods and equipment now owned or hereafter acquired, including, without
limitation,  all  machinery,  fixtures,  vehicles  (including motor vehicles and
trailers),  and  any  interest  in  any  of  the foregoing, and all attachments,
accessories,  accessions,  replacements,  substitutions,  additions,  and
improvements  to  any  of  the  foregoing,  wherever  located;

     All  inventory,  now  owned  or  hereafter  acquired,  including,  without
limitation,  all  merchandise,  raw  materials,  parts,  supplies,  packing  and
shipping  materials,  work  in  process  and  finished  products  including such
inventory  as  is  temporarily  out  of  Borrower's  custody or possession or in
transit  and  including  any  returns  upon  any  accounts  or  other  Proceeds,
resulting from the sale or disposition of any of the foregoing and any documents
of  title  representing  any  of  the  above;

     All  contract  rights  and  general  intangibles  now  owned  or  hereafter
acquired, including, without limitation, goodwill, license agreements, franchise
agreements,  blueprints, drawings, purchase orders, customer lists, route lists,
infringements,  claims,  computer  programs,  computer  discs,  computer  tapes,
literature,  reports,  catalogs,  design rights, income tax refunds, payments of
insurance  and  rights  to  payment  of  any  kind;

     All  now  existing  and  hereafter  arising  accounts,  contract  rights,
royalties,  license  rights and all other forms of obligations owing to Borrower
arising  out  of  the sale or lease of goods, the licensing of technology or the
rendering of services by Borrower, whether or not earned by performance, and any
and  all  credit  insurance, guaranties, and other security therefor, as well as
all  merchandise  returned  to  or  reclaimed  by  Borrower;

     All  Letter-Of-Credit  Rights  (whether  or  not  the  letter  of credit is
evidenced  by  a  writing);

     All documents, cash, deposit accounts, securities, securities entitlements,
securities  accounts,  investment property, financial assets, letters of credit,
certificates  of  deposit,  instruments and chattel paper now owned or hereafter
acquired  and  Borrower's  Books  relating  to  the  foregoing;

     All  Supporting  Obligations  and  all  Borrower's  Books  relating  to the
foregoing  and  any and all claims, rights and interests in any of the above and
all  substitutions  for,  additions  and  accessions  to  and  Proceeds thereof.

     Borrower  has  further  agreed,  among other things, not to sell, transfer,
assign, mortgage, pledge, lease grant a security interest in, or encumber any of
its  Intellectual  Property or enter into any agreement, document, instrument or
other  arrangement  (except  with or in favor of the Bank) with any Person which
directly  or indirectly prohibits or has the effect of prohibiting Borrower from
selling,  transferring,  assigning,  mortgaging,  pledging,  leasing, granting a
security  interest  in, or encumbering any of its Intellectual Property, without
Bank's  prior  written  consent.

     Notwithstanding  the  foregoing,  the  Collateral  shall  not  be deemed to
include  any copyrights, copyright applications, copyright registration and like
protection  in  each  work  of  authorship  and derivative work thereof, whether
published  or  unpublished, now owned or hereafter acquired; any patents, patent
applications  and  like  protections  including without limitation improvements,
divisions,  continuations,  renewals,  reissues,  extensions  and
continuations-in-part  of  the  same, trademarks, service marks and applications
therefor,  whether  registered  or  not,  and  the  goodwill  of the business of
Borrower  connected  with  and  symbolized  by such trademarks, any trade secret
rights,  including  any  rights  to  unpatented  inventions, know-how, operating
manuals,  license  rights and agreements and confidential information, now owned
or  hereafter acquired; or any claims for damage by way of any past, present and
future  infringement  of  any  of the foregoing (collectively, the "Intellectual
Property"),  except  that  the  Collateral shall include the Proceeds of all the
Intellectual  Property that are accounts, (i.e. accounts receivable) of Borrower
or  general  intangibles  consisting  of  rights  to  payment, and if a judicial
authority  (including a U.S. Bankruptcy Court) holds that a security interest in
the underlying Intellectual Property is necessary to have a security interest in
such  accounts  and  general  intangibles  of  Borrower that are Proceeds of the
Intellectual Property, then the Collateral shall automatically, and effective as
of  the  Closing Date, include the Intellectual Property to the extent necessary
to  permit  perfection  of Bank's security interest in such accounts and general
intangibles  of  Borrower  that  are  Proceeds  of  the  Intellectual  Property.


<PAGE>
                                    EXHIBIT B
                                    ---------

LOAN  PAYMENT/ADVANCE  REQUEST  FORM
Deadline for same day processing is 3:00 E.S.T.
FAX TO:  (404) 467-1471       DATE:
                                   ------------

--------------------------------------------------------------------------------
[_] Loan  Payment:     _______________  Client  Name  (Borrower)

    From  Account #                            To  Account #
                   -------------------                      --------------------
                   (Deposit Account #)                       (Loan Account #)

    Principal  $                     and/or  Interest  $
                ---------------------                   ------------------------

All Borrower's representations and warranties in the Loan and Security Agreement
are  true,  correct  and complete in all material respects to on the date of the
telephone  transfer  request  for  and  advance,  but  those representations and
warranties  expressly  referring  to  another  date  shall  be true, correct and
complete  in  all  material  respects  as  of  the  date:

AUTHORIZED  SIGNATURE:                               Phone  Number:
                      -----------------------------                -------------

--------------------------------------------------------------------------------
[_] LOAN  ADVANCE:
--------------------------------------------------------------------------------

COMPLETE  OUTGOING  WIRE  REQUEST SECTION BELOW IF ALL OR A PORTION OF THE FUNDS
FROM  THIS  LOAN  ADVANCE  ARE  FOR  AN  OUTGOING  WIRE.

From Account #                                  To Account #
               -------------------                          --------------------
               (Deposit Account #)                           (Loan Account #)

Amount of Advance $
                   --------------

All Borrower's representations and warranties in the Loan and Security Agreement
are  true,  correct  and complete in all material respects to on the date of the
telephone  transfer  request  for  and  advance,  but  those representations and
warranties  expressly  referring  to  another  date  shall  be true, correct and
complete  in  all  material  respects  as  of  the  date:

AUTHORIZED SIGNATURE:                                 Phone Number:
                     -----------------------------                 -------------

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


--------------------------------------------------------------------------------
  OUTGOING  WIRE  REQUEST
  COMPLETE ONLY IF ALL OR A PORTION OF FUNDS FROM THE LOAN ADVANCE ABOVE ARE TO
  BE WIRED.
Deadline for same day processing is 12:00 p.m., E.S.T.

Beneficiary  Name:                         Amount  of  Wire:  $
                  -----------------------                      -----------------
Beneficiary  Bank:                         Account  Number:
                  -----------------------                      -----------------
City  and  State:
                  -----------------------

<TABLE>
<CAPTION>
<S>                                                           <C>
Beneficiary  Bank  Transit  (ABA) #: __ __ __ __ __ __ __ __  Beneficiary Bank Code
                                                              (Swift, Sort, Chip, etc.):
                                                              (FOR INTERNATIONAL WIRE ONLY)
</TABLE>

Intermediary  Bank:                         Transit  (ABA)  #:
                   -----------------------                    ------------------

For  Further  Credit  to:
                         -------------------------------------------------------

Special  Instruction:
                     -----------------------------------------------------------

By  signing  below,  I  (we)  acknowledge and agree that my (our) funds transfer
request  shall  be  processed  in  accordance  with and subject to the terms and
conditions  set  forth  in the agreements(s) covering funds transfer service(s),
which agreements(s) were previously received and executed by me (us).

Authorized Signature:              2nd Signature (If Required):
                     ------------                              -----------------

Print  Name/Title:                              Print  Name/Title:
                  --------------                                    ------------

Telephone  #                                   Telephone  #
            --------------------                           ---------------------

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


<PAGE>
                                    EXHIBIT C
                           BORROWING BASE CERTIFICATE

--------------------------------------------------------------------------------
Borrower:  Concurrent Computer Corporation          Bank: Silicon Valley Bank
                                                          3003 Tasman  Drive
                                                          Santa Clara, CA 95054
Commitment Amount: $10,000,000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ACCOUNTS RECEIVABLE
<S>                  <C>                                                   <C>            <C>
1.                   Accounts Receivable Book Value as of                                 $
                                                                                           -------------
2.                   Additions (please explain on reverse)                                $
                                                                                           -------------
3.                   TOTAL ACCOUNTS RECEIVABLE                                            $
                                                                                           -------------

ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
4.                   Amounts over 90 days due                              $
                                                                            ------------
5.                   Balance of 50% over 90 day accounts                   $
                                                                            ------------
6.                   Credit balances over 90 days                          $
                                                                            ------------
7.                   Concentration Limits*                                 $
                                                                            ------------
8.                   Foreign Accounts                                      $
                                                                            ------------
9.                   Governmental Accounts                                 $
                                                                            ------------
10.                  Contra Accounts                                       $
                                                                            ------------
11.                  Promotion or Demo Accounts                            $
                                                                            ------------
12.                  Intercompany/Employee Accounts                        $
                                                                            ------------
13.                  Other (please explain on reverse)                     $
                                                                            ------------
14.                  TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS                                 $
                                                                                           -------------
15.                  Eligible Accounts (#3 minus #14)                                     $
                                                                                           -------------
16.                  LOAN VALUE OF ACCOUNTS (#15 times the Advance Ratio)                 $
                                                                                           -------------
      * [__% FOR _______]

BALANCES
17.                  Maximum Loan Amount                                   $
                                                                            ------------
18.                  Total Funds Available [Lesser of #17 or #16]                         $
                                                                                           -------------
19.                  Present balance owing on Line of Credit               $
                                                                            ------------
20.                  Outstanding under Sublimits (LC or FX)                $
                                                                            ------------
21.                  RESERVE POSITION (#18 minus #19 and #20)                             $
                                                                                           -------------
</TABLE>

The undersigned represents and warrants that this is true, complete and correct,
and  that  the  information in this Borrowing Base Certificate complies with the
representations  and  warranties  in the Loan and Security Agreement between the
undersigned  and  Silicon  Valley  Bank.


                                                   -----------------------------
COMMENTS:                                              BANK  USE  ONLY
                                                       ----  ---  ----

                                                   Rec'd  By:
                                                             -------------
                                                             Auth.  Signer
By:                                                Date:
   -------------------------------------                ------------------
            Authorized  Signer
                                                   Verified:
                                                             -------------
                                                             Auth.  Signer

                                                   Date:
                                                        ------------------

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

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


<PAGE>
                                    EXHIBIT D
                             COMPLIANCE CERTIFICATE


TO:       SILICON VALLEY BANK
          3003 Tasman Drive
          Santa Clara,  CA  95054

FROM:     Concurrent Computer Corporation


          The  undersigned authorized officer of Concurrent Computer Corporation
("Borrower")  certifies  that  under  the  terms  and conditions of the Loan and
Security  Agreement between Borrower and Bank (the "Agreement"), (i) Borrower is
in  complete  compliance  for  the period ending _______________, 200__ with all
required  covenants  except  as  noted  below  and  (ii) all representations and
warranties  in  the  Agreement  are true and correct in all material respects on
this  date  (other than those representations and warranties expressly referring
to  another  date, which representations and warranties shall be true as of such
date).  In  addition,  the  undersigned  certifies  that  (1)  Borrower and each
Subsidiary  has timely filed all required tax returns and paid, or made adequate
provision to pay, all material taxes, except those being contested in good faith
with  adequate  reserves  under GAAP and (ii) no liens has been levied or claims
made  against  Borrower  or  any of its Subsidiaries relating to unpaid employee
payroll  or  benefits  which  Borrower has not previously notified in writing to
Bank.  Attached  are  the  required documents supporting the certification.  The
Officer  certifies that these are prepared in accordance with Generally Accepted
Accounting  Principles  (GAAP)  consistently applied from one period to the next
except  as  explained  in  an  accompanying  letter  or  footnotes.  The Officer
acknowledges  that  no  borrowings  may  be  requested  at  any  time or date of
determination  that  Borrower  is not in compliance with any of the terms of the
Agreement,  and  that  compliance  is  determined  not  just  at  the  date this
certificate  is  delivered.

PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN.

<TABLE>
<CAPTION>
REPORTING COVENANT                    REQUIRED                 COMPLIES
----------------------------------    -----------------------  ---------
<S>                                   <C>                      <C>   <C>
Monthly financial statements + CC     Monthly within 30 days   Yes   No
Annual (Audited)                      FYE within 120 days      Yes   No
A/R & A/P Agings                      Monthly within 30 days   Yes   No
A/R Audit                             Initial and Semi-Annual  Yes   No
Projections and Business Plan         FYE within 90 days       Yes   No
Borrowing Base Certificate            Monthly within 30 days   Yes   No
</TABLE>

<TABLE>
<CAPTION>
FINANCIAL COVENANT                        REQUIRED            ACTUAL      COMPLIES
----------------------------      ------------------------  -----------  ---------
<S>                               <C>                       <C>          <C>   <C>
Maintain on a Monthly Basis:
Minimum Adjusted Quick Ratio      1.75:1.00                  _____:1.00  Yes   No
Minimum Tangible Net Worth        $21,000,000               $  ________  Yes   No

   Profitability:                 Quarterly    $__________               Yes   No
</TABLE>


_______________________
(1)  Plus  50%  of  (a)  monthly positive net income after the Closing Date, (b)
Subordinated  Debt  incurred  after  the  Closing  Date  and  (c) gross proceeds
received  from  the  issuance of shares of capital stock after the Closing Date.


<PAGE>
Borrower only has deposit accounts located at the following institutions:
___________________.

Has Borrower filed any new Trademark, Patent or Copyright applications?  Yes/ No

(If "yes", please list below and complete the attached Addendum to Intellectual
                          Property Security Agreement)

Trademarks:  ___________________________________________________

Patents:  _______________________________________________________

Copyrights:  _______________________________________________________

Has  Borrower  opened  new office or business locations with assets in excess of
$25,000?  Yes/No

(If "yes," please provide the location or locations)
___________________________________________________________
___________________________________________________________
___________________________________________________________

Has  a  Responsible  Officer  become aware of unreported new offices or business
locations  with  assets  of  less than $25,000 each or $75,000 in the aggregate?
Yes/No

(If "yes," please provide the location or locations)
___________________________________________________________
___________________________________________________________
___________________________________________________________


                                                   -----------------------------
COMMENTS  REGARDING  EXCEPTIONS:  See  Attached.           BANK  USE  ONLY
                                                           ----  ---  ----

                                                   Received By:
------------------------                                       -----------------
                                                               Authorized Signer
Sincerely,                                         Date:
                                                        ------------------------
--------------------
                                                   Verified:
                                                             -------------------
--------------------------------------------                   Authorized Signer
Signature
                                                   Date:
--------------------------------------------            ------------------------
Title
                                                   Compliance Status:   Yes   No
--------------------------------------------
Date


<PAGE>
                     Schedule to Loan and Security Agreement
                     ---------------------------------------

The exact correct corporate name of Borrower is (attach a copy of the formation
documents, e.g., articles, partnership agreement):______________________________

Borrower's State of formation:  _________________________________

Borrower has operated under only the following other names (if none, so state):
________________________________________________________________________

All other addresses at which the Borrower does business are as follows (attach
additional sheets if necessary and include all warehouse addresses):

Borrower has deposit accounts and/or investment accounts located only at the
following institutions:

List Acct. Numbers:

Liens existing on the Closing Date and disclosed to and accepted by Bank in
writing:


Investments existing on the Closing Date and disclosed to and accepted by Bank
in writing:


SUBORDINATED DEBT:

Indebtedness on the Closing Date and disclosed to and consented to by Bank in
writing:



The following is a list of the Borrower's copyrights (including copyrights of
software) which are registered with the United States Copyright Office.  (Please
include name of the copyright and registration number and attach a copy of the
registration):



The following is a list of all software which the Borrower sells, distributes or
licenses to     others, which is not registered with the United States Copyright
                                 ---
Office. (Please include versions which are not  registered:



The following is a list of all of the Borrower's patents which are registered
with the United States Patent Office. (Please include name of the patent and
registration number and attach a copy of the registration.):


<PAGE>
The following is a list of all of the Borrower's patents which are pending with
the United     States Patent Office.  (Please include name of the patent and a
copy of the application.):


The following is a list of all of the Borrower's registered trademarks. (Please
include name of the trademark and a copy of the registration.):


Borrower is not subject to litigation which would have a material adverse effect
on the Borrower's financial condition, except the following (attach additional
comments, if needed):


Tax ID Number ___________________________________________
Organizational Number, if any:___________________________


<PAGE>