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                                                                    EXHIBIT 10.3


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                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
                                 WEBRIDGE, INC.

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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Page
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<S>  <C>    <C>                                                                     <C>
 1   ACCOUNTING AND OTHER TERMS ...................................................   4

 2   LOAN AND TERMS OF PAYMENT ....................................................   4
     2.1    Credit Extensions .....................................................   4
     2.2    Overadvances ..........................................................   5
     2.3    Interest Rate, Payments ...............................................   5
     2.4    Fees ..................................................................   5

 3   CONDITIONS OF LOANS ..........................................................   6
     3.1    Conditions Precedent to Initial Credit Extension ......................   6
     3.2    Conditions Precedent to all Credit Extensions .........................   6

 4   CREATION OF SECURITY INTEREST ................................................   6
     4.1    Grant of Security Interest ............................................   6

 5   REPRESENTATIONS AND WARRANTIES ...............................................   6
     5.1    Due Organization and Authorization ....................................   6
     5.2    Collateral ............................................................   7
     5.3    Litigation ............................................................   7
     5.4    No Material Adverse Change in Financial Statements ....................   7
     5.5    Solvency ..............................................................   7
     5.6    Regulatory Compliance .................................................   7
     5.7    Subsidiaries ..........................................................   8
     5.8    Full Disclosure .......................................................   8

 6   AFFIRMATIVE COVENANTS ........................................................   8
     6.1    Governmental Compliance ...............................................   8
     6.2    Financial Statements, Reports, Certification ..........................   8
     6.3    Inventory; Returns ....................................................   9
     6.4    Taxes .................................................................   9
     6.5    Insurance .............................................................   9
     6.6    Primary Accounts ......................................................   9
     6.7    Financial Covenants ...................................................  10
     6.8    Registration of Intellectual Property Rights ..........................  10
     6.9    Further Assurances ....................................................  10

 7   NEGATIVE COVENANTS ...........................................................  10
     7.1    Dispositions ..........................................................  10
     7.2    Changes in Business, Ownership, Management or Business Locations ......  10
     7.3    Mergers or Acquisitions ...............................................  10
     7.4    Indebtedness ..........................................................  11
     7.5    Encumbrances ..........................................................  11
     7.6    Distributions; Investments ............................................  11
     7.7    Transactions with Affiliates ..........................................  11
     7.8    Subordinated Debt .....................................................  11
     7.9    Compliance ............................................................  11

 8   EVENTS OF DEFAULT ............................................................  11
     8.1    Payment Default .......................................................  12
     8.2    Covenant Default ......................................................  12
     8.3    Material Adverse Change ...............................................  12
</TABLE>


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<TABLE>
<S>  <C>    <C>                                                                     <C>
     8.4    Attachment ...........................................................   12
     8.5    Insolvency ...........................................................   12
     8.6    Other Agreements .....................................................   12
     8.7    Judgments ............................................................   12
     8.8    Misrepresentations ...................................................   13

 9   BANK'S RIGHTS AND REMEDIES ..................................................   13
     9.1    Rights and Remedies ..................................................   13
     9.2    Power of Attorney ....................................................   13
     9.3    Accounts Collection ..................................................   14
     9.4    Bank Expenses ........................................................   14
     9.5    Bank's Liability for Collateral ......................................   14
     9.6    Remedies Cumulative ..................................................   14
     9.7    Demand Waiver ........................................................   14

10   NOTICES .....................................................................   14

11   CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER ..................................   15

12   GENERAL PROVISIONS ..........................................................   15
     12.1   Successors and Assigns ...............................................   15
     12.2   Indemnification ......................................................   15
     12.3   Time of Essence ......................................................   15
     12.4   Severability of Provision ............................................   15
     12.5   Amendments in Writing, Integration ...................................   15
     12.6   Counterparts .........................................................   16
     12.7   Survival .............................................................   16
     12.8   Confidentiality ......................................................   16
     12.9   Effect of Amendment and Restatement ..................................   16
     12.10  Attorneys' Fees, Costs and Expenses ..................................   16

13   DEFINITIONS .................................................................   16
     13.1   Definitions ..........................................................   16
</TABLE>


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          This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated August
25, 1999, between SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman
Drive, Santa Clara, California 95054 with a loan production office located at
11000 SW Stratus. Sts. 170, Beaverton, Oregon 97008-7113 and WEBRIDGE, INC.
("Borrower"), whose address is 225 SW Broadway, Suite 600, Portland, Oregon
97205.

                                    RECITALS

     A.   Bank and Borrower are parties to that certain QuickStart Loan and
Security Agreement (together with all Schedules attached thereto), dated
December 29, 1997, as amended (collectively, the "Original Agreement").

     B.   Borrower and Bank desire in this Agreement to set forth their
agreement with respect to a working capital and term loan and to amend and
restate in its entirety without novation the Original Agreement in accordance
with the provisions herein.

                                   AGREEMENT

          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. This Agreement shall be construed to
impart upon Bank a duty to act reasonably at all times.

2         LOAN AND TERMS OF PAYMENT

2.1       Credit Extensions.

          Borrower will 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, minus (ii) the amount of
all outstanding Letters of Credit (including drawn but unreimbursed Letters of
Credit). Amounts borrowed under this Section may be repaid and reborrowed
during the term of this Agreement.

          (b)  To obtain an Advance, Borrower must notify Bank by facsimile or
telephone by 3:00 p.m. Pacific time on the Business Day the Advance is to be
made. Borrower must promptly confirm the notification by delivering to Bank the
Payment/Advance Form attached as Exhibit B. 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.



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2.1.2 Letters of Credit.

      Bank will issue or have issued Letters of Credit for Borrower's account
not exceeding (i) the lesser of the Committed Revolving Line or the Borrowing
Base minus (ii) the outstanding principal balance of the Advances; however, the
face amount of outstanding Letters of Credit (including drawn but unreimbursed
Letters of Credit) may not exceed $500,000. Each Letter of Credit will have an
expiry date of no later than 180 days after the Revolving Maturity Date, but
Borrower's reimbursement obligation 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.

2.1.3 Term Loan.

      (a) Bank had previously made a Term Loan available to Borrower pursuant
to the Original Agreement.

      (b) Borrower will continue to pay the remaining 17 equal installments of
principal, plus accrued interest (each, a "Term Loan Payment"). Each Term Loan
Payment is payable on the 28th of each month during the term of the loan, with
the next Term Loan Payment due on July 28, 1999. Borrower's final Term Loan
Payment, due on December 25, 2000, includes all outstanding Term Loan principal
and accrued interest.

2.2 Overadvances.

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

2.3 Interest Rate, Payments.

      (a) Interest Rate. (i) Advances accrue interest on the outstanding
principal balance at a per annum rate of 1 percentage point above the Prime
Rate; and (ii) the Term Loan accrues interest at a per annum rate of 1
percentage point above the Prime Rate. After an Event of Default, Obligations
accrue interest at 5 percent above the rate effective immediately before the
Event of Default. The interest rate increases or decreases when the Prime Rate
changes. 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 7th of each month. Bank may debit any of Borrower's deposit accounts
including Account Number 3300067716 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 Pacific 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
accrue.

2.4 Fees.

      Borrower will pay:

      (a) Facility Fee. A fully earned, non-refundable Facility Fee of $5,000
for the Committed Revolving Line due on the Closing Date; and a fully-earned,
non-refundable Increase Fee of $1,250 due upon Borrower's availability of the
Increase Amount; and


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     (b)  Bank Expenses. All Bank Expenses (including reasonable attorneys fees
and reasonable expenses) incurred through and after the date of this Agreement,
are payable when due.

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 receive the agreements, documents and fees it
requires; and

     Bank's receipt and satisfactory review of results from the initial audit of
Borrower's Collateral.

     Bank's receipt of evidence of Borrower's application provided to the U.S.
Copyright Office listing copyrights to be filed with such office.

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 materially
true on the date of the Payment/Advance Form and on the effective date of each
Credit Extension 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 the representations and warranties
of Section 5 remain true.

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 may place a "hold" on any deposit account pledged as
Collateral. If this Agreement is terminated, Bank's lien and security interest
in the Collateral will continue until Borrower fully satisfies its Obligations.

5    REPRESENTATIONS AND WARRANTIES

     Borrower represents and warrants as follows:

5.1  Due Organization and Authorization.

     Borrower and each Subsidiary is duly existing and in good standing in its
state of formation and 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.

     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



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under any agreement to which or by which it is bound in which the default could
cause 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. The 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. 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 of the
Intellectual Property violates the rights of any third party, except to the
extent such claim could not reasonably be expected to cause a Material Adverse
Change.

5.3     Litigation.

        Except as shown in the Schedule, there are no actions or proceedings
pending or, to the knowledge of Borrower's Responsible Officers and legal
counsel, 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 deterioration in Borrower's
consolidated financial condition since the date of the most recent 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; and the 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 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
substances 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



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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 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,
if being recognized by Bank that the projections and forecasts provided by
Borrower in good faith and based upon reasonable assumptions 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:

6.1     Government Compliance.

        Borrower will maintain its and all Subsidiaries' legal existence and
good standing in its jurisdiction of formation 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 30 days after the last day of each month, a company prepared
consolidated balance sheet and income statement covering Borrower's
consolidated operations during the period, in a form and certified by a
Responsible Officer acceptable to Bank; (ii) as soon as available, but no later
than 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) a prompt report of any legal actions pending or threatened against
Borrower or any Subsidiary that could result in damages or costs to Borrower or
any Subsidiary of $100,000 or more;(iv) budgets, sales projections, operating
plans or other financial information Bank requests; and (v) 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.

        (b) At such time as there are outstanding Advances and prior to the
initial Advance, within 20 days after the last day of each month, Borrower will
deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in
the form of Exhibit C, with aged listings of accounts receivable and accounts
payable.



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     (c) Within 30 days after the last day of each month in which an Advance
was requested, Borrower will deliver to Bank a Compliance Certificate signed by
a Responsible Officer in the form of Exhibit D.

     (d) Bank has the right to audit Borrower's Collateral at Borrower's
expense, but the audits will be conducted no more often than every year unless
an Event of Default has occurred and is continuing. Notwithstanding the
foregoing, an initial audit of Borrower's Collateral will be conducted at
Borrower's expense, prior to the initial Credit Extension.

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 as they exist at execution
of this Agreement. Borrower must promptly notify Bank of all returns,
recoveries, disputes and claims, that involve more than $50,000.

6.4  TAXES.

     Borrower will make, and cause each Subsidiary to make, timely payment of
all material federal, state, and local taxes or assessments and will deliver to
Bank, on demand, appropriate certificates attesting to the payment.

6.5  INSURANCE.

     Borrower will keep the business and the Collateral insured for risks and
in amounts, as Bank may reasonably request. Insurance policies will be in a
form, with companies, and in amounts that are satisfactory to Bank. 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 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 under any policy will, at Bank's option, be payable to Bank on account
of the Obligations. Statutory notice regarding insurance:

                                    WARNING

     Unless you provide us with evidence of the insurance coverage as required
by our contract or loan agreement, we may purchase insurance at your expense to
protect our interest. This insurance may, but need not, also protect your
interest. If the collateral becomes damaged, the coverage we purchase may not
pay any claim you make or any claim made against you. You may later cancel this
coverage by providing evidence that you have obtained property coverage
elsewhere.

     You are responsible for the cost of any insurance purchased by us. The
cost of this insurance may be added to your contract or loan balance. If the
cost is added to your contract or loan balance, the interest rate on the
underlying contract or loan will apply to this added amount. The effective date
of coverage may be the date your prior coverage lapsed or the date you failed
to provide proof of coverage.

     This coverage we purchased may be considerably more expensive than
insurance you can obtain on your own and may not satisfy any need for property
damage coverage or any mandatory liability insurance requirements imposed by
applicable law.

6.6  PRIMARY ACCOUNTS.

     Borrower will maintain its primary depository and operating accounts with
Bank.


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6.7  Financial Covenants.

     Borrower will maintain as of the last day of each month:

          (i)   Quick Ratio (Adjusted). A ratio of Quick Assets to Current
Liabilities minus the current portion of Deferred Maintenance Revenue of at
least 1.50 to 1.00.

          (ii)  Debt/Tangible Net Worth Ratio. A ratio of Total Liabilities less
Subordinated Debt to Tangible Net Worth plus Subordinated Debt of not more than
2.00 to 1.00.

          (iii) Tangible Net Worth. A Tangible Net Worth of at least $2,000,000.

6.8  Registration of Intellectual Property Rights.

     Borrower will register with the United States Patent and Trademark Office
or the United States Copyright Office Intellectual Property rights on Exhibits
A, B, C, and D to the Intellectual Property Security Agreement in accordance
with Section 3.1 of this Agreement.

     Borrower will (i) protect, defend and maintain the validity and
enforceability of the Intellectual Property and promptly advise Bank in writing
of material infringements and (ii) not allow any Intellectual Property 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, which will not be unreasonably withheld:

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, other than 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; or (iii) of worn-out or obsolete Equipment.

7.2  Changes in Business, Ownership, Management or Business Locations.

     Engage in or permit any of its Subsidiaries to engage in any business other
than the businesses currently engaged in by Borrower or reasonably related
thereto or have a material change in its ownership (other than the sale of
Borrower's equity securities in a public offering or to venture capital
investors approved by Bank) of greater than 25%. Borrower will not, without at
least 30 days prior written notice, relocate its chief executive office or add
any new offices or business locations.

7.3  Mergers or Acquisitions.

     Merge or consolidate, or permit any of its Subsidiaries to merge of
consolidate, with any other Person, or acquire, or permit any of its
Subsidiaries to acquire, all of substantially all of the


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capital stock or promptly of another Person, except where (i) no Event of
Default has occurred and is continuing or would result from such action during
the term of this Agreement and result in a decrease of more than 25% of
Tangible Net Worth. A Subsidiary may merger or consolidate into 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  Encumbrances.

     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.

7.6  Distributions; Investments.

     Directly or indirectly acquire or own any Person, or make any investment
in any Person, other than Permitted Investments, or permit any of its
Subsidiaries to do so. Pay and dividends or make any distribution or payment or
redeem, retire or purchase any capital stock, except for repurchases of stock
from former employees of Borrower under the terms of applicable repurchase
agreements in an aggregate amount not to exceed $50,000 in any fiscal year,
provided that no Event of Default has occurred, is continuing or would exist
after giving effect to the repurchases.

7.7  Transactions with Affiliates.

     Directly or indirectly enter or permit any material transaction with any
Affiliate except transactions that are in the ordinary course of Borrower's
business, on terms less favorable to Borrower than would be obtained in an
arm's length transaction with a non-affiliated Person.

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: fails to meet the
minimum funding requirements of ERISA, permit a Reportable Event or Prohibited
Transaction, as defined in ERISA, to occur, fail to comply with the Federal
Fair Labor Standards Act or violate any other law or regulation, if the
violation could reasonably be expected to have a material adverse effect on
Borrower's business or operations or would reasonably be expected to cause a
Material Adverse Change, or permit any of its Subsidiaries to do so.

8    EVENTS OF DEFAULT

     Any one of the following is an Event of Default:



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8.1 Payment Default.

      If Borrower fails to pay any of the Obligations within 3 days after their
due date. During the additional period the failure to cure the default is not
an Event of Default (but no Credit Extension will be made during the cure
period);

8.2 Covenant Default.

      If Borrower does not perform any obligation in Section 6 or violates any
covenant in Section 7 or does not perform or observe any other material term,
condition or covenant in this Agreement, any Loan Documents, or in any
agreement between Borrower and Bank and as to any default under a term,
condition or covenant that can be cured, has not cured the default within 10
days after it occurs, or if the default cannot be cured within 10 days or
cannot be cured after Borrower's attempts within 10 day period, and the default
may be cured within a reasonable time, then Borrower has an additional period
(of not more than 30 days) to attempt to cure the default. During the additional
time, the failure to cure the default is not an Event of Default (but no Credit
Extensions will be made during the cure period);

8.3 Material Adverse Change.

      (i) If there occurs a material impairment in the perfection or priority
of the Bank's security interest in the Collateral or in the value of such
Collateral (other than normal depreciation) which is not covered by adequate
insurance or (ii) if the Bank determines, based upon information available to
it and in its reasonable judgment, that there is a reasonable likelihood that
Borrower will fail to comply with one or more of the financial covenants in
Section 6 during the next succeeding financial reporting period.

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 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 assessment is filed
against any of Borrower's assets by any government agency and not paid within
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
$100,000 or that could cause a Material Adverse Change;

8.7 Judgments.

      If a money judgment(s) in the aggregate of at least $50,000 is rendered
against Borrower and is unsatisfied and unstayed for 10 days (but no Credit
Extensions will be made before the judgment is stayed or satisfied); or

                                       12
<PAGE>   13
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.

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 it
holds, or (ii) any 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
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;
and

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

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 the 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,


                                       13

<PAGE>   14
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  ACCOUNT 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, 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 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 Section 9-207 of
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 right 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 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.


                                       14
<PAGE>   15
11   CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

     Oregon law governs the Loan Documents without regard to principles of
conflicts of law. Borrower and Bank each submit to the executive jurisdiction of
the State and Federal courts in Washington County, Oregon.

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 from, following, or consequential to transactions
between Bank and Borrower (including reasonable attorneys fees and expenses),
except for losses 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. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS
MADE BY THE BANK AFTER OCTOBER 3, 1998 CONCERNING LOANS AND OTHER CREDIT
EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED
SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION TO
BE SIGNED BY US TO BE ENFORCEABLE.

                                       15
<PAGE>   16
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
in connection with their business with Borrower, (ii) to prospective transferees
or purchasers of any interest in the loans, (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    Effect of Amendment and Restatement.

        This Agreement is intended to and does completely amend and restate
without novation, the Original Agreement. All credit extensions or loans
outstanding under the Original Agreement are and shall continue to be
outstanding under this Agreement. All security interests granted under the
Original Agreement are hereby confirmed and ratified and shall continue to
secure all Obligations under 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 incurred, in addition to
any other relief to which it may be entitled.

13      DEFINITIONS

13.1    Definitions.

        In this Agreement:

        "Accounts" are 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, guarantees, other security and all merchandise
returned or reclaimed by Borrower and Borrower's Books relating to any of the
foregoing.

        "Advance" or "Advances" is a loan advance (or advances) under the
Committed Revolving Line.



                                       16
<PAGE>   17
        "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).

        "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 80% of Eligible Accounts as determined by Bank from
Borrower's most recent Borrowing Base Certificate.

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

        "Closing Date" is the date of this Agreement.

        "Code" is the Oregon Uniform Commercial Code.

        "Collateral" is the property described on Exhibit A.

        "Committed Revolving Line" is an Advanced of up to $2,000,000 subject to
the Increase Amount.

        "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.

        "Copyrights" are all copyright rights, applications or registrations
and like protection 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, or any
other extension or credit by Bank for Borrower's benefit

        "Current Liabilities" are the aggregate amount of Borrower's Total
Liabilities which mature within one (1) year.

        "Deferred Maintenance Revenue" is all amounts received in advance of
performance under maintenance contract and not yet recognized as revenue.



                                       17




<PAGE>   18
        "Eligible Accounts" are Accounts in the ordinary course of Borrower's
business that meet all Borrower's representations and warranties in Section 6;
but Bank may change eligibility standards by giving Borrower notice. Unless
Bank agrees otherwise in writing, Eligible Accounts will not include:

        (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, whose total
        obligations to Borrower exceed 25% of all Accounts, for this amounts
        that exceed that percentage, unless the Bank approves in writing
        (except that Accounts from account debtors who have a Standard & Poor's
        rating of [illegible] or better shall only be subject to the 25%
        concentration for amounts in excess of the first $500,000 in aggregate
        advances);

        (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 instrumentally;

        (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 may be 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" is 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.

        "GAAP" is generally accepted accounting principles.

        "Increase Amount" is an increase in the Committed Revolving Line of
$500,000 subject to (i) Borrower a receipt of revenue in an amount not less
than $3,000,000 by September 30, 1999; (ii) Borrower's payment of the Increase
Fee, and (iii) no material adverse change in Borrower's financial condition.

        "Increase Fee" is an amount equal to $2,350, due and payable to Bank
upon availability of the increase Amount.

                                       18







<PAGE>   19
     "Indebtedness" is (a) indebtedness for borrowed money or the deferred
price of property or services, 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 Proceedings" 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
arrangements, or other relief.

     "Intellectual Property" is:

     (a)  Copyrights, Trademarks, 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;

     All proceeds and products of the foregoing, including all insurance,
indemnity or warranty payments.

     "Inventory" is 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 (including insurance proceeds) from the sale or disposition of any of
the foregoing and any documents of title.

     "Investment" is any beneficial ownership of (including stock, partnership
interest or other securities) any Person, or any loan, advance or capital
contribution to any Person.

     "Letter of Credit" is defined in Section 2.1.2.

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

     "Loss Documents" are, collectively, this Agreement, 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, executed or restated.

     "Mask Works" are all mask work or similar rights available for the
protection of semiconductor chips, now owned or later acquired.

     "Material Adverse Change" is defined in Section 8.3.

                                       19







<PAGE>   20
     "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.

     "Original Agreement" has the meaning set forth in recital paragraph A.

     "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:

     (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 to trade creditors incurred in the ordinary course of
business; and

     (e) Indebtedness secured by Permitted Liens.

     "Permitted Investments" are:

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

     (b) (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 certificate of deposit
issued maturing no more than 1 year after issue.

     "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 or held by Borrower or its
Subsidiaries incurred for financing the acquisition of the Equipment, or (ii)
existing on equipment when acquired, if the Lien is confined to the property
and improvements and the proceeds of the equipment;

     (d) Leases or subleases and licenses or sublicenses granted in the
ordinary course of Borrower's business and any interest or title of a lessor,
licensor or under any lease of license, if the leases, subleases, licenses and
sublicenses permit granting Bank a security interest;

     (e) 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.


                                       20
<PAGE>   21
      "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.

      "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 determined according to GAAP.

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

      "Revolving Maturity Date" is August 25, 2000.

      "Schedule" is any attached schedule of exceptions.

      "Subordinated Debt" is debt incurred by Borrower subordinated to
Borrower's debt to Bank (and identified as subordinated by Borrower and Bank).

      "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.

      "Tangible Net Worth" is, on any date, the consolidated total assets of
Borrower and its Subsidiaries 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 loan with a current principal balance of $329,201.

      "Term Loan Maturity Date" is December 28, 2000.

      "Total Liabilities" is on any day, obligations that should, under GAAP,
be classified as liabilities on Borrower's consolidated balance sheet,
including all indebtedness, and current portion Subordinated Debt allowed to be
paid, but excluding all other Subordinated Debt.

      "Trademarks" are trademark and servicemark rights, registered or not,
applications to register and registrations and like protections, and the entire
goodwill of the business of Assignor connected with the trademarks.

BORROWER:

WEBRIDGE, INC.

By:  /s/ JOSH L. BRINKER
    ----------------------
Title: CFO
       -------------------



                                       21
<PAGE>   22
BANK:

SILICON VALLEY BANK

By: /s/ [SIGNATURE ILLEGIBLE]
   ---------------------

Title: Vice President
  ---------------------





                                       22
<PAGE>   23
                                   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, including
insurance 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, trademarks, servicemarks,
trade styles, trade names, patents, patent applications, leases, 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 in or reclaimed by Borrower;

     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 copyright rights, copyright applications, copyright registrations and
like protections in each work of authorship and derivative work thereof, whether
published or unpublished, now owned or hereafter acquired; all trade secret
rights, including all rights to unpatented inventions, know-how, operating
manuals, license rights and agreements and confidential information, now owned
or hereafter acquired; all mask work or similar rights available for the
protection of semiconductor chips, now owned or hereafter acquired; all claims
for damages by way of any past, present and future infringement of any of the
foregoing; 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.
<PAGE>   24
                                   EXHIBIT B

                  LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM

             DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M., P.S.T.

TO: CENTRAL CLIENT SERVICE DIVISION                    DATE: _______________

FAXS: (408) 496-2428                                   TIME: _______________


FROM: WEBRIDGE, INC.________________________________________________________
                             CLIENT NAME (BORROWER)

REQUESTED BY: ______________________________________________________________
                            AUTHORIZED SIGNER'S NAME

AUTHORIZED SIGNATURE: ______________________________________________________

PHONE NUMBER: ______________________________________________________________

FROM ACCOUNT # ______________________  TO ACCOUNT # ________________________

REQUESTED TRANSACTION TYPE                   REQUESTED DOLLAR AMOUNT

PRINCIPAL INCREASE (ADVANCE)                 $______________________________
PRINCIPAL PAYMENT (ONLY)                     $______________________________
INTEREST PAYMENT (ONLY)                      $______________________________
PRINCIPAL AND INTEREST (PAYMENT)             $______________________________

OTHER INSTRUCTIONS: ________________________________________________________

____________________________________________________________________________

All Borrower's representations and warranties in the Amended and Restated Loan
and Security Agreement are correct and complete in all material respects on
the date of the telephone request for and Advance confirmed by Borrowing
Certificate; but those representations and warranties expressly referring to
another date shall be true, complete in all material respects as of that date.


                                 BANK USE ONLY

TELEPHONE REQUEST:
 The following person is authorized to request the loan payment transfer loan
advance on the advance designated account and is known to me.



________________________                     _______________________________
  Authorized Requester                                 Phone #


________________________                     _______________________________
  Received by (Bank)                                   Phone #



                         ____________________________
                          Authorized Signature (Bank)
<PAGE>   25
                                   EXHIBIT C
                           BORROWING BASE CERTIFICATE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
BORROWER: WEBRIDGE, INC.                             Bank: Silicon Valley Bank
                                                           3003 T????   Drive
Commitment Amount: $2,000,000                              Santa Clara, CA 95054
  subject to Increased Amount
--------------------------------------------------------------------------------
<S> <C>                                                  <C>          <C>
ACCOUNTS RECEIVABLE
 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 (80% of $16)                               $
                                                                       ---------
* Accounts from account debtors having a Standard &
  Poor's rating of BBB or better, shall only subject
  to the 25% concentration for amounts in excess of
  the first $500,000 in aggregate Advances.

BALANCES
17. MAXIMUM LOAN AMOUNT                                  $
                                                          ---------
18. Total Funds Available (Lessor of $17 or $16)                      $
                                                                       ---------
19. Present balance owing on Line of Credit              $
                                                          ---------
20. Outstanding under Sublimits (LC)                     $
                                                          ---------
21. RESERVE POSITION ($18 minus $19 and $20)                          $
                                                                       --------
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 Amended and Restated Loan and Security
Agreement between the undersigned and Silicon Valley Bank.

                                                        -----------------------
COMMENTS                                                |BANK USE ONLY
                                                        |
                                                        |Rec'd By:
                                                        |          ------------
                                                        |          Auth. Signer
WEBRIDGE, INC.                                          |Date:
                                                        |     -----------------
                                                        |Verified:
By:                                                     |         -------------
   -----------------------                              |         Auth. Signer
   Authorized Signer                                    |Date:
                                                        |     -----------------
                                                        |----------------------
                                                        |----------------------
</TABLE>
<PAGE>   26
                                   EXHIBIT D
                             COMPLIANCE CERTIFICATE

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

FROM:  WEBRIDGE, INC.

     The undersigned authorized officer of WEBRIDGE, INC. ("Borrower")
certifies that under the terms and conditions of the Amended and Restated Loan
and Security Agreement between Borrower and Bank (the "Agreement"), (i)
Borrower is in complete compliance for the period ending ____________ 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. 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>
     Monthly financial statements            Monthly within 30 days       Yes   No
     Compliance Certificate*                 Monthly within 30 days       Yes   No
     Annual (Audited)                        FYE within 120 days          Yes   No
     A/R & A/P Aging (by invoice date)**     Monthly within 20 days       Yes   No
     A/R Audit                               Initial and Annual           Yes   No
     Borrowing Base Certificate              Monthly within 20 days       Yes   No
*In any month that an Advance is requested
**At such time as outstanding Advances exist, or prior to the initial Advance.

     Financial Covenant                      Required      Actual         Complies
     ------------------                      --------      ------         --------
     Maintain on a Monthly Basis:
       Minimum Quick Ratio (Adjusted)        1.50:1.00     ____:1.00      Yes   No
       Minimum Tangible Net Worth            $2,000,000    $________      Yes   No
       Maximum Debt/Tangible Net Worth       2.00:1.00     ____:1.00      Yes   No
</TABLE>

Comments Regarding Exceptions: See Attached              BANK USE ONLY

                                               Received by:____________________
Sincerely,                                                   AUTHORIZED SIGNER

                                               Date:___________________________
WEBRIDGE, INC.
                                               Verified:_______________________
_______________________________                              AUTHORIZED SIGNER
SIGNATURE
                                               Date:___________________________
_______________________________
TITLE                                          Compliance Status:      Yes   No


_______________________________
DATE

<PAGE>   27
                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

     This Intellectual Property Security Agreement is entered into as of August
25, 1999 by and between SILICON VALLEY BANK ("Bank") and WEBRIDGE, INC.
("Grantor").

                                    RECITALS

     A.   Bank has agreed to make certain advances of money and to extend
certain financial accommodation to Grantor (the "Loans") in the amounts and
manner set forth in that certain Amended and Restated Loan and Security
Agreement by and between Bank and Grantor dated August 25, 1999 (as the same
may be amended, modified or supplemented from time to time, the "Loan
Agreement"; capitalized terms used herein are used as defined in the Loan
Agreement. Bank is willing to make the Loans to Grantor, but only upon the
condition, among others, that Grantor shall grant to Bank a security interest
in certain Copyrights, Trademarks, Patents, and Mask Works to secure the
obligations of Grantor under the Loan Agreement.

     B.   Pursuant to the terms of the Loan Agreement, Grantor has granted to
Bank a security interest in all of Grantor's right, title and interest, whether
presently existing or hereafter acquired, in, to and under all of the
Collateral.

     NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and intending to be legally bound, as collateral security
for the prompt and complete payment when due of its obligations under the Loan
Agreement, Grantor hereby represents, warrants, covenants and agrees as follows:

                                   AGREEMENT

     To Secure its obligations under the Loan Agreement, Grantor grants and
pledges to Bank a security interest in all of Grantor's right, title and
interest in, to and under its Intellectual Property Collateral (including
without limitation those Copyrights, Patents, Trademarks and Mask Works listed
on Schedules A, B, C, and D hereto), and including without limitation all
proceeds thereof (such as, by way of example but not by way of limitation,
license royalties and proceeds of infringement suits), the right to sue for
past, present and futures infringements, all rights corresponding thereto
throughout the world and all re-issues, divisions, continuations, renewals,
extensions and continuations-in-part thereof.

     This security interest is granted in conjunction with the security
interest granted to Bank under the Loan Agreement. The rights and remedies of
Bank with respect to the security interest granted hereby are in addition to
those set forth in the Loan Agreement and the other Loan Documents, and those
which are now or hereafter available to Bank as a matter of law or equity. Each
right, power and remedy of Bank provided for herein or in the Loan Agreement or
any of the Loan Documents, or now or hereafter existing at law or in equity
shall be cumulative and concurrent and shall be in addition to every right,
power or remedy provided for herein and the exercise by Bank of any one or more
of the rights, powers or remedies provided for in this Intellectual Property
Security Agreement, the Loan Agreement or any of the other Loan Documents, or
now or hereafter existing at law or in equity, shall not preclude the
simultaneous or later exercise by any person, including Bank, of any or all
other rights, powers or remedies.

     IN WITNESS WHEREOF, the parties have cause this Intellectual Property
Security Agreement to be duly executed by its officers thereunto duly
authorized as of the first date written above.

<PAGE>   28
                                        GRANTOR:

Address of Grantor:                     WEBRIDGE, INC.

226 SW Broadway, Suite 500              By:  /s/ DAVID L. BRINKER
Portland, OR 97205                         ----------------------------

Attn:  David Brinker                    Title:  CFO
     ----------------------------             -------------------------




                                        BANK:

Address of Bank:                        SILICON VALLEY BANK

11000 SW Stratus, Ste. 170              By:  /s/ [SIGNATURE ILLEGIBLE]
Beaverton, OR 97008-7113                   ----------------------------

Attn:                                   Title:  Vice President
     ----------------------------             -------------------------






                                       2
<PAGE>   29
                                   EXHIBIT A

                                   COPYRIGHTS


<TABLE>
<CAPTION>
                                        REGISTRATION/          REGISTRATION/
                                        APPLICATION            APPLICATION
DESCRIPTION                             NUMBER                 DATE
-----------                             -------------          -------------
<S>                                     <C>                    <C>

</TABLE>
<PAGE>   30
                                   EXHIBIT B

                                    PATENTS


<TABLE>
<CAPTION>
                                        REGISTRATION/          REGISTRATION/
                                        APPLICATION            APPLICATION
DESCRIPTION                             NUMBER                 DATE
-----------                             -------------          -------------
<S>                                     <C>                    <C>

</TABLE>
<PAGE>   31
                                   EXHIBIT C

                                   TRADEMARKS


<TABLE>
<CAPTION>
                                        REGISTRATION/          REGISTRATION/
                                        APPLICATION            APPLICATION
DESCRIPTION                             NUMBER                 DATE
-----------                             -------------          -------------
<S>                                     <C>                    <C>
"WEBRIDGE"                               75/483,709               7/13/99
</TABLE>
<PAGE>   32
                                   EXHIBIT D

                                   MASK WORKS


<TABLE>
<CAPTION>
                                        REGISTRATION/          REGISTRATION/
                                        APPLICATION            APPLICATION
DESCRIPTION                             NUMBER                 DATE
-----------                             -------------          -------------
<S>                                     <C>                    <C>

</TABLE>
<PAGE>   33
                         CORPORATE BORROWING RESOLUTION

Borrower:  WEBRIDGE, INC.                  Bank:  Silicon Valley Bank
           225 SW Broadway, Suite 600             11000 SW Stratus, Ste. 170
           Portland, OR 97208                     Beaverton, OR 97006-7113

I, the undersigned Secretary or Assistant Secretary of WEBRIDGE, INC.
("Borrower"), HEREBY CERTIFY that Borrower is a corporation duly organized and
existing under and by virtue of the laws of the State of Delaware.

I FURTHER CERTIFY that at a meeting of the Directors of Borrower (or by other
duly authorized corporate action in lieu of a meeting), duly called and held, at
which a quorum was present and voting, the following resolutions were adopted.

BE IT RESOLVED, that any one (1) of the following named officers, employees, or
agents of Borrower, whose actual signatures are shown below:



<TABLE>
<CAPTION>
     NAMES                POSITIONS           ACTUAL SIGNATURES
     -----                ---------           -----------------
<S>                      <C>                 <C>
Gary Fielland            Pres/CEO            /s/ GARY FIELLAND
Mark Anastas             COO                 /s/ MARK ANASTAS
David Brinker            CFO                 /s/ David Brinker
</TABLE>

acting for and on behalf of Borrower and as its act and deed be, and they
hereby are, authorized and empowered:

     BORROW MONEY. To borrow from time to time from Silicon Valley Bank
     ("Bank"), on such terms as may be agreed upon between the officers of
     Borrower and Bank, such sum or sums of money as in their judgment should
     be borrowed.

     EXECUTE LOAN DOCUMENT. To execute and deliver to Bank the loan documents
     of Borrower, on Bank's forms, at such rates of interest and on such terms
     as may be agreed upon, evidencing the sums of money so borrowed or any
     indebtedness of Borrower to Bank, and also to execute and deliver to Bank
     one of more renewals, extensions, modifications, refinancings,
     consolidations, or substitutions for one or more of the loan documents, or
     any portion of the loan documents.

     GRANT SECURITY. To grant a security interest to Bank in any of Borrower's
     assets, which security interest shall secure all of Borrower's obligations
     to Bank.

     NEGOTIATE ITEMS. To draw, endorse, and discount with Bank all drafts,
     trade acceptances, promissory notes, or other evidences of indebtedness
     payable to or belonging to Borrower or in which Borrower may have an
     interest, and either to receive cash for the same or to cause such
     proceeds to be credited to the account of Borrower with Bank, or to cause
     such other disposition of the proceeds delivered therefrom as they may
     deem advisable.

     LETTERS OF CREDIT. To execute letter of credit applications and other
     related documents pertaining to Bank's issuance of letters of credit.

     FOREIGN EXCHANGE CONTRACTS. To execute and deliver foreign exchange
     contracts, either spot or forward, from time to time, in such amount as,
     in the judgment of the officer or officers herein authorized.




<PAGE>   34
     ISSUE WARRANTS. To issue warrants to purchase Borrower's capital stock, for
     such class, series and number, and on such terms, as an officer of Borrower
     shall deem appropriate.

     FURTHER ACTS. In the case of lines of credit, to designate additional or
     alternate individuals as being authorized to request advances thereunder,
     and in all cases, to do and preform such other acts and things, to pay any
     and all fees and costs, and to execute and deliver such other documents and
     agreements, including agreements waiving the right to a trial by jury, as
     they may in their discretion deem reasonably necessary or proper in order
     to carry into effect the provisions of these Resolutions.

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant in these
Resolutions and performed prior to the passage of these resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Bank may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Bank. Any such notice
shall not affect any of Borrower's agreements or commitments in effect at the
time notice is given.

I FURTHER CERTIFY that the persons named above are principal officers of the
Borrower and occupy the positions set opposite their respective names; that the
foregoing Resolutions now stand of record on the books of the Borrower; and that
they are in full force and effect and have not been modified or revoked in any
manner whatsoever.

IN WITNESS WHEREOF, I have hereunto set my hand on August 25, 1999 and attest
that the signatures set opposite the names listed above are their genuine
signatures.

CERTIFIED TO AND ATTESTED BY:

x /s/ MARK ANASTAS
  ---------------------------------
  *Secretary or Assistant Secretary

x /s/ DAVID BRINKER
  ---------------------------------


*NOTE: In case the Secretary or other certifying officer is designated by the
foregoing resolutions as one of the signing officers, this resolution should
also be signed by a second Officer or Director of Borrower.

                                       2