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                                                                   EXHIBIT 10.47

SILICON VALLEY BANK


                          AMENDMENT TO LOAN DOCUMENTS


BORROWER:      PIVOTAL CORPORATION, A BRITISH COLUMBIA CORPORATION ("PARENT");
               AND PIVOTAL CORPORATION, A WASHINGTON CORPORATION ("PIVOTAL US")

ADDRESS:       858 BEATTY STREET, SUITE 700
               VANCOUVER, BRITISH COLUMBIA, CANADA  V6B 1C1

DATE:          AUGUST 30, 2003

         THIS AMENDMENT TO LOAN DOCUMENTS (THIS "AMENDMENT") is entered into
between SILICON VALLEY BANK ("Silicon"), whose main address is 3003 Tasman
Drive, Santa Clara, California 95054 (and with an office at 4110 Carillon Point,
Kirkland, Washington 98033), and the borrower(s) named above (individually and
collectively, and jointly and severally, the "Borrower"), whose chief executive
office is located at the above address ("Borrower's Address").

         Silicon and Borrower agree to amend the Loan and Security Agreement
between them, dated as of December 30, 2002 (as amended, restated, supplemented,
or otherwise modified from time to time, the "Loan Agreement") and any and all
documents, instruments and agreements relating thereto (collectively, the "Loan
Documents"), all as set forth herein. (Capitalized terms used but not defined in
this Amendment, shall have the meanings set forth in the Loan Agreement.)

1.       VIOLATION OF MINIMUM QUALIFYING CASH FINANCIAL COVENANT; CSL PROVISIONS
IN EFFECT. Borrower and Bank hereby acknowledge and agree that: (a) Pivotal US
failed to maintain at all times the minimum Qualifying Cash on deposit in
Deposit Accounts of Pivotal US maintained with Silicon required under Section 5
of the Schedule to Loan Agreement; (b) such violation of the minimum Qualifying
Cash financial covenant constitutes the "Qualifying Cash CSL Provisions
Trigger"; and (c) accordingly, the CSL Provisions are effective.

2.       AMENDMENTS TO LOAN AGREEMENT.

         (a)   The portion of Section 1 of the Schedule to Loan Agreement that
               currently reads:

               1.   CREDIT LIMIT

                    (Section 1.1):     The Credit Limit equals: (a) so long as
                                       the ABL Provisions are not in effect, an
                                       amount

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Silicon Valley Bank                                  Amendment to Loan Documents
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                                       not to exceed at any one time outstanding
                                       the result of (i) $7,000,000 (the
                                       "Maximum Credit Limit"), minus (ii) the
                                       sum of (y) the amount of all outstanding
                                       Letters of Credit (including drawn but
                                       unreimbursed Letters of Credit) and (z)
                                       the FX Reserve; and (b) upon the
                                       occurrence of the ABL Provisions Trigger
                                       and so long as the ABL Provisions are in
                                       effect, an amount not to exceed the
                                       result of (i) the lesser of (y) the
                                       Maximum Credit Limit and (z) the sum of
                                       (1) 80% (the "Advance Rate") of the
                                       amount of Borrower's Eligible Accounts
                                       (as defined in Section 8 above) and (2)
                                       the amount of Restricted Pledged Cash (if
                                       any) of Borrower, minus (ii) the sum of
                                       (y) the amount of all outstanding Letters
                                       of Credit (including drawn but
                                       unreimbursed Letters of Credit) and (z)
                                       the FX Reserve. The foregoing clause (b)
                                       is an ABL Provision.

, hereby is amended and restated in its entirety to read as follows:

               1.   CREDIT LIMIT

                    (Section 1.1):     The Credit Limit equals: (a) so long as
                                       the ABL Provisions are not in effect, an
                                       amount not to exceed at any one time
                                       outstanding the result of (i) the Maximum
                                       Credit Limit (as defined below), minus
                                       (ii) the sum of (y) the amount of all
                                       outstanding Letters of Credit (including
                                       drawn but unreimbursed Letters of Credit)
                                       and (z) the FX Reserve; and (b) upon the
                                       occurrence of the ABL Provisions Trigger
                                       and so long as the ABL Provisions are in
                                       effect, an amount not to exceed the
                                       result of (i) the lesser of (y) the
                                       Maximum Credit Limit and (z) the sum of
                                       (1) 80% (the "Advance Rate") of the
                                       amount of Borrower's Eligible Accounts
                                       (as defined in Section 8 above) and (2)
                                       the amount of Restricted Pledged Cash (if
                                       any) of Borrower, minus (ii) the sum of
                                       (y) the amount of all outstanding Letters
                                       of Credit (including drawn but
                                       unreimbursed Letters of Credit) and (z)
                                       the FX Reserve. The

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Silicon Valley Bank                                  Amendment to Loan Documents
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                                       foregoing clause (b) is an ABL Provision.
                                       As used herein, the term "Maximum Credit
                                       Limit" means, as of any date of
                                       determination: (a) $7,000,000, with
                                       respect to any date of determination
                                       before September 30, 2003; and (b)
                                       $6,000,000, with respect to any date of
                                       determination on or after September 30,
                                       2003.



         (b)   The portion of Section 1 of the Schedule to Loan Agreement that
               currently reads:

                    LETTER OF CREDIT SUBLIMIT

                    (Section 1.6):     $7,000,000 (subject to all provisions in
                                       this Section 1 of this Schedule relative
                                       to the Credit Limit).

, hereby is amended and restated in its entirety to read as follows:

                    LETTER OF CREDIT SUBLIMIT

                    (Section 1.6):     Subject to all provisions in this Section
                                       1 of this Schedule relative to the Credit
                                       Limit, the Letter of Credit Sublimit
                                       shall be, as of any date of
                                       determination: (a) $7,000,000, with
                                       respect to any date of determination
                                       before September 30, 2003; and (b)
                                       $6,000,000, with respect to any date of
                                       determination on or after September 30,
                                       2003.

         (c)   The portion of Section 5 of the Schedule to Loan Agreement that
               currently reads:

                    MINIMUM QUALIFYING
                    CASH:              Without limiting the generality of the
                                       first sentence of Section 8(1) of this
                                       Schedule, Pivotal US shall, at all times,
                                       maintain Qualifying Cash on deposit in
                                       Deposit Accounts of Pivotal US maintained
                                       with Silicon in an amount not less than:
                                       (a) so long as the CSL Provisions are not
                                       in effect, the Required Deposit Amount
                                       plus the Supplemental Required Deposit
                                       Amount; and (b) so long as the CSL
                                       Provisions are in

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Silicon Valley Bank                                  Amendment to Loan Documents
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                                       effect, the Reduced Required Deposit
                                       Amount plus the Supplemental Required
                                       Deposit Amount. As used herein, the term
                                       "Required Deposit Amount" means
                                       $9,500,000. As used herein, the term
                                       "Reduced Required Deposit Amount" means
                                       $3,000,000. As used herein, the term
                                       "Qualifying Cash" means Restricted
                                       Pledged Cash of Pivotal US or
                                       unrestricted cash of Pivotal US, in each
                                       case, which shall not directly or
                                       indirectly be funded from Loans or other
                                       extensions of credit by Silicon, and
                                       which at all times shall be subject to
                                       Silicon's first-priority perfected
                                       security interest but not encumbered by
                                       any other lien. As used herein, the term
                                       "Supplemental Required Deposit Amount"
                                       means, as of any date of determination,
                                       an amount equal to: (i) until such time
                                       (if ever) that Silicon receives all items
                                       required under clauses (a) and (b) of
                                       Section 8(7) of this Schedule,
                                       $1,000,000; and (b) thereafter, $-0-.

, hereby is amended and restated in its entirety to read as follows:

                    MINIMUM QUALIFYING
                    CASH:              Without limiting the generality of the
                                       first sentence of Section 8(1) of this
                                       Schedule, Pivotal US shall, at all times,
                                       maintain Qualifying Cash on deposit in
                                       Deposit Accounts of Pivotal US maintained
                                       with Silicon in an amount not less than
                                       the Required Deposit Amount plus the
                                       Supplemental Required Deposit Amount As
                                       used herein, the term "Required Deposit
                                       Amount" means, as of any date of
                                       determination: (a) $9,500,000, with
                                       respect to any date of determination on
                                       or before August 15, 2003; (b) $-0-, with
                                       respect to any date of determination
                                       during the period commencing August 16,
                                       2003 and ending September 29, 2003; and
                                       (c) $7,000,000, with respect to any date
                                       of determination from and after September
                                       30,

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                                       2003. As used herein, the term
                                       "Qualifying Cash" means Restricted
                                       Pledged Cash of Pivotal US or
                                       unrestricted cash of Pivotal US, in each
                                       case, which shall not directly or
                                       indirectly be funded from Loans or other
                                       extensions of credit by Silicon, and
                                       which at all times shall be subject to
                                       Silicon's first-priority perfected
                                       security interest but not encumbered by
                                       any other lien. As used herein, the term
                                       "Supplemental Required Deposit Amount"
                                       means, as of any date of determination,
                                       an amount equal to: (i) until such time
                                       (if ever) that Silicon receives all items
                                       required under clauses (a) and (c) of ---
                                       Section 8(7) of this Schedule, $550,000;
                                       and (b) thereafter, $-0-.

Borrower hereby acknowledges that, as of the date of this Amendment, Silicon has
not received all items required under clauses (a) and (c) of Section 8(7) of
this Schedule, and that, accordingly, the Supplemental Required Deposit Amount
is $550,000 as of the date of this Amendment.

         (d) The Maximum Quarterly Net Loss financial covenant set forth in
Section 5 of the Schedule to Loan Agreement hereby is amended to change the
Maximum Quarterly Net Loss for the fiscal quarter ending September 30, 2003 from
an amount equal to $3,000,000 to an amount equal to $2,000,000.

2.       FEES. In consideration for Bank entering into this Amendment, Borrower
shall pay Bank a fee of $8,250 concurrently with the execution and delivery of
this Amendment, which fee shall be non-refundable and in addition to all
interest and other fees payable to Bank under the Loan Documents. Bank is
authorized to charge said fees to Borrower's loan account.

3.       REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon that
all representations and warranties set forth in the Loan Agreement, as amended
hereby, are true and correct in all material respects (except to the extent such
representations may be affected by transactions permitted by the Loan Agreement,
as amended hereby).

4.       GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and the
other Loan Documents between Silicon and Borrower set forth in full all of the
representations and agreements of the parties with respect to the subject matter
hereof and supersede all prior discussions, representations, agreements and
understandings between the parties with respect to the subject hereof. Except as
herein expressly amended, all of the terms and provisions of the

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Loan Agreement, and all other Loan Documents shall continue in full force and
effect and the same are hereby ratified and confirmed.

[remainder of page intentionally left blank; signature page follows]




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5.       COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of
which, when taken together, shall constitute but one and the same document.
Delivery of an executed counterpart of this Amendment by telefacsimile shall be
equally as effective as delivery of an original executed counterpart of this
Amendment.

Borrower:                                Silicon:

  PIVOTAL CORPORATION, a British           SILICON VALLEY BANK
  Columbia corporation


  By        /s/ Errol Olsen                 By   /s/ Patrick McCarthy
    -------------------------------         ------------------------------
      President or Vice President
                                           Title_____________________________

  By
    -------------------------------
     Secretary or Ass't Secretary


  PIVOTAL CORPORATION, a Washington
  corporation

  By        /s/ Errol Olsen
    --------------------------------
      President or Vice President

  By
    --------------------------------
      Secretary or Ass't Secretary


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