EXHIBIT 10.46





[CIBC Logo]                                        Brian A. Korpan
                                                   Director
                                                   Knowledge-Based Business
                                                   400 Burrard Street, 7th Floor
                                                   Vancouver BC V6C 3A6

                                                   Tel. 604 665-1610
                                                   Fax. 604 482-4657

January 2, 2003

PIVOTAL CORPORATION
858 Beatty Street
Vancouver, B.C.

Attention: Mr. Errol Olsen, Vice-President Finance

Dear Mr. Olsen:

                  Re: Credit Agreement with CIBC dated December 24, 2002

As previously requested/agreed,  we have cancelled Credit B & C under the Credit
Agreement with CIBC dated December 24, 2002. The limit of Credit A has also been
reduced to cover only the outstanding Letters of Credit as follows:


<TABLE>
------------------------------------------------------------------------------------------------
Description of Letter of Credit          Undrawn Amount as of December 27,      Expiration Date
(Number, Partial Name of Beneficiary)    2002
------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C><C>
SBGV700127, Yarrow Bay                   USD$25,000.00                          21 February 2003

SBGV721685, AMEX                         CAD$250,000.00                         30 March 2003

SBGV21655, National Penn                 USD$1,045,000.00                       26 April 2003 + auto renewal

SBGV724504, Smithe Street                CAD$8,111,520.00                       02 Aug 2003 + auto renewal
</TABLE>


We also confirm that on December 31, 2002 we received a Standby Letter of Credit
issued/confirmed  by American  Express  Bank,  Ltd. of New York in the amount of
CAD$8,111,520.00  which is security for Letter of Credit SBGV724504 noted above.
Accordingly,  CAD$8,111,520.00  of the cash  collateral  we hold as security was
effectively released December 31, 2002.

The remaining cash  collateral  and security  documents will continue to be held
until we are provided with the balance of required security.

Yours truly,

/s/ Brian A. Korpan

Brian A. Korpan




<PAGE>





[CIBC Logo]                                   Canadian Imperial Bank of Commerce

                                              KNOWLEDGE BASED BUSINESS (KBB)
                                              400 Burrard Street, 7th Floor
                                              Vancouver, BC V6C 3A6

December 24, 2002

PIVOTAL CORPORATION
858 Beatty Street
Vancouver, B.C.

Attention: Mr. Errol Olsen, Vice-President Finance

Dear Mr. Olsen:

     We, Canadian Imperial Bank of Commerce  ("CIBC"),  are pleased to establish
the following Credits for PIVOTAL CORPORATION (a B.C. Company), our customer.

     THE  TOTAL OF ALL  CREDIT  USAGE  UNDER  THIS  AGREEMENT  IS NOT TO  EXCEED
US$7,000,000.00

                      CREDIT A: LETTERS OF CREDIT/GUARANTEE

Credit Limit:         US$7,000,000

Purpose:              To issue Standby Letters of Credit as required from time
                      to time.

Fees:                 Fees are 105bps/80bps (80bps/55bps with BofA or Wells
                      Fargo security in place of Amex security) per annum for
                      financial and non-financial L/Cs respectively, subject to
                      a minimum of $150, plus out of pocket expenses.

Documentation:        Our standard L/C documentation.  This is a demand credit.



                      CREDIT B: FOREIGN EXCHANGE CONTRACTS

Credit Limit:         US$500,000

Description:          You may, at our discretion, enter into one or more spot,
                      forward or other foreign exchange rate transactions with
                      us and/or CIBC World Markets.  Your ability to make use
                      of this Credit will depend upon your outstanding
                      obligations under such transactions, as determined by us.
                      This is a demand Credit.



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Pivotal Corporation                Credit Agreement                Page 1 of 11

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                         CREDIT C: PURCHASING CARD LIMIT

Credit Limit:         CDN$125,000

Description:          To enable the issuance of CIBC Purchasing Cards.

Documentation:        Standard Purchasing Card documentation.  This is a demand
                      credit.


                                    SECURITY

Security:             The following security is required:

                      Unconditional and irrevocable Standby Letter of Credit in
                      favour of CIBC to be issued by Silicon Valley bank and
                      confirmed through American Express Bank Ltd., New York
                      (or issued directly by American Express Bank Ltd.) in the
                      sum of US$7,000,000.00.

                      Note:  Bank of America or Wells Fargo may be substituted
                      for American Express Bank Ltd. as the guarantor/issuer of
                      the security.


                                    COVENANTS

Covenants:            This agreement will only become effective and replace
                      prior agreements on satisfaction of the preconditions
                      listed below under Schedule of Standard Credit Terms and
                      confirmation of the following:

                      1.  CIBC has received, and is satisfied with the form of
                          security.

                      2.  This agreement has been executed/accepted by the
                          borrower with an original copy returned to CIBC.


                             REPORTING REQUIREMENTS

Reporting            You will provide:
Requirements:
                     (1)  Within 45 days of the end of each fiscal quarter,
                          financial statements for that fiscal quarter.

                     (2)  Within 120 days of each fiscal year-end, financial
                          statements for that fiscal year on an audited basis.




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                                      FEES

Loan Administration: $100 per month.

Structuring Fee:     A fee of 65bps (45bps with Bank of America or Wells Fargo
                     Bank security substituted for American Express Bank) on
                     the total credit amount (payable on acceptance of this
                     agreement).

Review:              Waived for the January 2003 review.


                                OTHER PROVISIONS

Calculations:        When applicable, the calculations made under the
                     "Covenants" and "Reporting Requirements" sections of this
                     Agreement are to be done on a consolidated basis.

Interest Rate        Currently 21% per year.  If the Credit Limit of a Credit,
Applicable to        or the Credit Limit of part of a Credit, or the Overall
Credit Limit         Credit Limit, is exceeded at any time, the Interest Rate
Excesses:            Applicable to Credit Limit Excesses is calculated on that
                     excess amount.

                     In connection with any amounts in foreign currency, see
                     "Foreign Currency Conversion" in the Attached Schedule.


Next Scheduled       We will review the credit by January 31, 2003 to confirm
Review Date:         all documentation is on hand.  At that time, we will review
                     your financial statements and those of the guarantor, and
                     how well you have complied with the requirements of this
                     Agreement. The terms of this Agreement will continue to
                     apply until either a new Agreement or an Amendment to this
                     one is settled.

Standard Credit      The attached Schedule - Standard Credit Terms forms part of
Terms:               this Agreement.


     Please  indicate your  acceptance of these terms by returning a signed copy
of this Agreement. If we do not receive a signed copy by December 24, 2002, then
this offer will expire.

     Yours truly,

     Canadian Imperial Bank of Commerce

     by:

     /s/ Brian A. Korpan


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Pivotal Corporation                Credit Agreement                Page 3 of 11

<PAGE>

         Brian A. Korpan
         Director, Knowledge-Based Business
         Phone:        604-665-1610
         Fax:          604-665-1144
         E-mail:       brian.korpan@cibc.com

Acknowledgement: The undersigned certifies that all information provided to CIBC
is true, and acknowledges receipt of a copy of this Agreement (including any
Schedules referred to above).

     Accepted this 24th day of December, 2002.



PIVOTAL CORPORATION



By:  /s/ Divesh Sisodraker                   By:  /s/ Errol Olsen
     ------------------------------               ------------------------------

Name:  Divesh Sisodraker                     Name:  Errol Olsen
     ------------------------------               ------------------------------

Title:       CFO                             Title:  VP Finance
     ------------------------------               ------------------------------






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Pivotal Corporation                Credit Agreement                Page 4 of 11



<PAGE>


                        SCHEDULE - STANDARD CREDIT TERMS

                               Article 1 - General

1.1  Interest  Rate.  You will pay interest on each Credit at nominal  rates per
year equal to:

     (a) for amounts above the Credit Limit of a Credit or a part of a Credit or
the Overall  Credit Limit,  as described in section 1.4, or for amounts that are
not paid when due, the Interest Rate Applicable to Credit Limit Excesses, and

     (b) for any other amounts, the rate specified in this Agreement.

1.2  Variable  Interest.  Each  variable  interest  rate provided for under this
Agreement will change automatically,  without notice, whenever the Prime Rate or
the U.S. Base Rate, as the case may be, changes.

1.3  Payment of Interest.  Interest is  calculated  on the daily  balance of the
Credit  at the end of  each  day.  Interest  is due  once a  month,  unless  the
Agreement states otherwise.  Unless you have made other arrangements with us, we
will  automatically  debit your Operating Account for interest amounts owing. If
your Operating  Account is in overdraft and you do not deposit to the account an
amount  equal to the  monthly  interest  payment,  the effect is that we will be
charging  interest on overdue interest (which is known as  compounding).  Unpaid
interest  continues to compound whether or not we have demanded payment from you
or started a legal action, or get judgment, against you.

1.4  Interest Rate Applicable to Credit Limit Excesses. To determine whether the
Interest  Rate  Applicable  to  Credit  Limit  Excesses  is to be  charged,  the
following rules apply:

     (a) Interest Rate  Applicable  to Credit Limit  Excesses will be charged on
the amount that exceeds the Credit  Limit of any  particular  Credit.  This will
happen even if the Overall Credit Limit has not been exceeded.

     (b) If there are several  parts of a Credit,  Interest  Rate  Applicable to
Credit Limit  Excesses will be charged if the Credit Limit of a particular  part
is exceeded.  For example, if Credit A's limit is $250,000, and the limit of one
part is $100,000 and the limit of that part is exceeded by $25,000, the Interest
Rate Applicable to Credit Limit Excesses will be charged on that $25,000 excess,
even if the total amount outstanding under Credit A is less than $250,000.

     (c) To  determine  if the  Overall  Credit  Limit  has been  exceeded,  the
outstanding  principal  amount of each  Credit is  totalled,  and any amounts in
foreign  currency are converted to Canadian  dollars.  If that total exceeds the
Overall Credit Limit, the Interest Rate Applicable to Credit Limit Excesses will
be charged on that excess amount. For example, if there are three Credits,  each
with a Credit Limit of $100,000 and an Overall Credit Limit of $250,000, if each
of those Credits is at $90,000, they are each under their own Credit Limits, but
the Overall  Credit Limit has been  exceeded by $20,000,  and the Interest  Rate
Applicable to Credit Limit Excesses will be charged on that excess amount.



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1.5  Fees.  You will pay CIBC's fees for each Credit as out lined in the Letter.
You will also reimburse us for all reasonable  fees  (including  legal fees) and
out-of-pocket  expenses  incurred in registering any security,  and in enforcing
our rights under this  Agreement or any security.  We will  automatically  debit
your Operating Account for fee amounts owing.

1.6  Our rights to demand Credits.  At CIBC, we believe that the banker-customer
relationship  is based on mutual  trust and respect.  It is important  for us to
know all the relevant  information  (whether  good or bad) about your  business.
CIBC is itself a business.  Managing risks and monitoring our customers' ability
to repay is  critical  to us. We can only  continue to lend when we feel that we
are likely to be repaid.  As a result, if you do something that jeopardizes that
relationship,  or if we no longer  feel that you are likely to repay all amounts
borrowed,  we may have to act.  We may decide to act,  for  example,  because of
something you have done,  information we receive about your business, or changes
to the economy that affect your business. Some of the actions that we may decide
to take include requiring you to give us more financial information, negotiating
a change in the interest rate or fees,  or asking you to get further  accounting
assistance, put more cash into the business, provide more security, or produce a
satisfactory  business plan. It is important to us that your business  succeeds.
We  may,  however,  at  our  discretion,   demand  immediate  repayment  of  any
outstanding  amounts under any demand  Credit.  We may also, at any time and for
any cause,  cancel  the  unused  portion  of any  demand  Credit.  Under  normal
circumstances,  however,  we will  give  you 30  days'  notice  of any of  these
actions.

1.7  Payments.  If any payment is due on a day other than a Business  Day,  then
the payment is due on the next Business Day.

1.8  Applying money received.  If you have not made payments as required by this
Agreement,  or if you have failed to satisfy any term of this  Agreement (or any
other agreement you have that relates to this Agreement),  or at any time before
default  but after we have given you  appropriate  notice,  we may decide how to
apply any money that we receive.  This means that we may choose  which Credit to
apply the money  against or what mix of  principal,  interest,  fees and overdue
amounts within any Credit will be paid.

1.9  Information  requirements.  We may from time to time reasonably require you
to provide further  information about your business.  We may require information
from you to be in a form acceptable to us.

1.10 Insurance.  You will keep all your business assets and property insured (to
the full  insurable  value)  against  loss or damage by fire and all other risks
usual for  property  such as your  (plus for any other  risks we may  reasonably
require). If we request, these policies will include a loss payee clause (and if
you are giving us mortgage security,  a mortgagee clause).  As further security,
you assign all insurance  proceeds to us. If we ask, you will give us either the
policies  themselves or adequate evidence of their existence.  If your insurance
coverage for any reason stops,  we may (but do not have to) insure the property.
We will automatically  debit your Operating Account for these amounts.  Finally,
you will notify us immediately of any loss or damage to the property.



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1.11 Environmental.  You will carry on your  business,  and maintain your assets
and  property,  in  accordance  with  all  applicable   environmental  laws  and
regulations.  If (a) there is any  release,  deposit,  discharge  or disposal of
pollutants of any sort  (collectively,  a "Discharge") in connection with either
your business or your property, and we pay any fines or for any clean-up, or (b)
we suffer any loss or damage as a result of any  Discharge,  you will  reimburse
CIBC,  its  directors,  officers,  employees  and agents for any and all losses,
damages,  fines,  costs and other amounts (including amounts spent preparing any
necessary environmental  assessment or other reports, or defending any lawsuits)
that  result.  If we ask,  you  will  defend  any  lawsuits,  investigations  or
prosecutions brought against CIBC or any of its directors,  officers,  employees
and agents in connection  with any Discharge.  Your  obligation to us under this
section continues even after all Credits have been repaid and this Agreement has
terminated.

1.12 Consent to release information. We may from time to time give any credit or
other  information  about you to, or  receive  such  information  from,  (a) any
financial institution,  credit reporting agency, rating agency or credit bureau,
(b) any person,  firm or  corporation  with whom you may have or propose to have
financial  dealings,  and (c) any person, firm or corporation in connection with
any dealings you have or propose to have with us. You agree that we may use that
information to establish and maintain your relationship with us and to offer any
services as permitted  by law,  including  services and products  offered by our
subsidiaries when it is considered that this may be suitable to you.

1.13 Our pricing policy. Fees, interest rates and other charges for your banking
arrangements are dependent upon each other. If you decide to cancel any of these
arrangements,  you will have to pay us any  increased  or added  fees,  interest
rates and  charges we  determine  and notify you of.  These  increased  or added
amount are effective from the date of the changes that you made.

1.14 Proof of debt. This Agreement provides the proof,  between CIBC and you, of
the credit made available to you. There may be times when the type of Credit you
have  requires you to sign  additional  documents.  Throughout  the time that we
provide  you credit  under this  Agreement,  our loan  accounting  records  will
provide  complete  proof of all terms and  conditions  of your  credit  (such as
principal loan balances, interest calculations, and payment dates).

1.15 Renewals of this  Agreement.  This Agreement will remain in effect for your
Credits for as long as they  remain  unchanged.  We have shown a Next  Scheduled
Review Date in the Letter. If there are no changes to the Credits this Agreement
will continue to apply, and you will not need to sign anything further. If there
are any changes, we will provide you with either an amending agreement, or a new
replacement Letter, for you to sign.

1.16 Confidentiality.  The terms of this Agreement are confidential  between you
and CIBC. You therefore  agree not to disclose the contents of this Agreement to
anyone except your professional advisors.

1.17 Pre-conditions. You may use the Credits granted to you under this Agreement
only if:

     (a) we have received  properly signed copies of all  documentation  that we
may require in  connection  with the operation of your accounts and your ability
to borrow and give security;

     (b) all the required  security  has been  received  and  registered  to our
satisfaction;



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Pivotal Corporation                Credit Agreement                Page 7 of 11
<PAGE>



     (c) any special  provisions or conditions set forth in the Letter have been
complied with; and

     (d) if applicable, you have given us the required number of days notice for
a drawing under a Credit.

1.18 Assignment.  CIBC  may  assign,  sell  or  participate  (referred  to  as a
"transfer") all or any part of its rights and obligations  under this Agreement,
or under any Credit granted in this Agreement,  to any third party (a "Lender"),
subject to your prior written consent.  You will not unreasonably  withhold your
consent.  For a Demand  Credit,  CIBC will not need your consent if we have made
demand and you have failed to repay us in full. For a Committed  Credit, we will
not need your  consent if there has been an Event of Default that is not capable
of being remedied. You agree to sign any documents and take any actions that any
Lender  may  reasonably  require  in  connection  with any such  transfer.  Upon
completion of the transfer, the Lender will have the same rights and obligations
under this Agreement as if it were a party to it.

1.19 Notices. We may give you any notice in person or by telephone, or by letter
that is sent either by fax or by mail.

1.21 Foreign Currency  Conversion.  If this Agreement  includes foreign currency
Credits, then currency changes may affect whether either the Credit Limit of any
Credit or the Overall Credit Limit has been exceeded.

     (a) See  section  1.4 for  the  general  rules  on how  the  Interest  Rate
Applicable to Credit Limit Excesses is calculated.

     (b) To determine the Overall Credit Limit, all foreign currency amounts are
converted  to  Canadian  dollars,  even if the Credit  Limits of any  particular
Credits  are quoted  directly in a foreign  currency  (such as US  dollars).  No
matter  how the  Credit  Limit of a  particular  Credit  is  quoted,  therefore,
currency  fluctuations  can affect  whether  the Overall  Credit  Limit has been
exceeded.  For example,  if Credits X and Y have Credit  Limits of C$100,000 and
US$50,000,  respectively, with an Overall Credit Limit of C$175,000, if Credit X
is at C$90,000 and Credit Y is at  US$45,000,  the Interest  Rate  Applicable to
Credit Limit  Excesses will be charged only if, after  converting  the US dollar
amount, the Overall Credit Limit is exceeded.

     (c) Whether the Credit Limit of a particular  Credit has been exceeded will
depend on how the Credit Limit is quoted, as described below.

     (d) If the Credit Limit is quoted as, for example, the US dollar equivalent
of a Canadian dollar amount, daily exchange rate fluctuations may affect whether
that Credit Limit has been exceeded.  If, on the other hand, the Credit Limit is
quoted in a foreign currency (for example, directly in US dollars), whether that
Credit Limit has been exceeded is  determined  by reference  only to the closing
balance of that Credit in that currency.

     (e) For example,  assume an outstanding balance of a Credit on a particular
day of US$200,000. If the Credit Limit is stated as "the US dollar equivalent of
C$275,000",  then whether the Credit Limit of that Credit has been exceeded will
depend  on the value of the  Canadian  dollar  on that  day.  If the  conversion
calculations determine that the outstanding



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Pivotal Corporation                Credit Agreement                Page 8 of 11

<PAGE>

balance is under the Credit  Limit,  a drop in the value of the Canadian  dollar
the next day  (without any change in the balance) may have the effect of putting
that Credit over its Credit  Limit.  If, on the other hand,  the Credit Limit is
stated as  "US$200,000",  the Credit  Limit is not  exceeded,  and a drop in the
value of the dollar  the next day will not change  that  (although  the  Overall
Credit Limit may be affected).

     (f)  Conversion  calculations  are done on the closing daily balance of the
Credit.  The  conversion  factor  used is the  mid-point  between the buying and
selling rate offered by CIBC for that currency on the conversion date.

                             ARTICLE 2 - DEFINITIONS

2.1  Definitions.  In this  Agreement,  the  following  terms have the following
meanings:

"Acceptances"  means "L/C Acceptance" or "Avalized  Documentary  Collections" or
both as the case may be.

"Avalized  Documentary  Collection"  means a bill  of  exchange,  drawn  on you,
avalized by CIBC at your request.

"Base Rate Loan"  means a US dollar  loan on which  interest  is  calculated  by
reference to the US Base Rate.

"Business  Day" means any day (other than a Saturday or a Sunday)  that the CIBC
Branch/Centre is open for business.

"CIBC  Branch/Centre" means the CIBC branch of banking centre noted on the first
page of this  Agreement,  as changed from time to time by agreement  between the
parties.

"Credit"  means any credit  referred to in the  Letter,  and if there are two or
more parts to a Credit, "Credit" includes reference to each part.

"Credit  Limit" of any Credit  means the amount  specified  in the Letter as its
Credit  Limit,  and if there are two or more parts to a Credit,  "Credit  Limit"
includes reference to each such part.

"Current Assets" are cash, accounts receivable,  inventory and other assets that
are likely to be converted into cash, sold,  exchanged or expended in the normal
course of business within one year or less,  excluding  amounts due from related
parties.

"Current  Liabilities"  means debts that are or will become  payable  within one
year or one operating cycle,  whichever is longer. They usually include accounts
payable, accrued expenses, deferred revenue and the current portion of long-term
debt.

"Current Ratio" means the ratio of Current Assets to Current Liabilities.

"Debt to Effective Equity Ratio" means the ratio of X to Y, where



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         X is the total of all liabilities, less all Postponed Debt, and
         Y is the total Shareholders' Equity, plus all Postponed Debt, less (i)
         amounts due from investments in related parties and (ii) Intangibles.

"Interest Rate Applicable to Credit Limit Excesses", unless otherwise defined in
the Letter, means the Standard Overdraft Rate.

"Fixed  Rate Loan"  means any loan drawn down,  converted  or  extended  under a
Credit at an interest rate which was fixed for a term,  instead of referenced to
a  variable  rate such as the Prime  Rate or US Base  Rate,  at the time of such
drawdown,  conversion or extension. For purposes of certainty, a Fixed Rate Loan
includes a LIBOR Loan.

"Intangibles"  means assets of the business that have no value in themselves but
represent value. They include such things as copyright,  patents and trademarks;
franchises;  licenses;  leases;  research and  development  costs;  and deferred
development costs.

"Letter" means the letter agreement  between you and CIBC to which this Schedule
and any other Schedules are attached.

"Letter of Credit" or "L/C" means a documentary or stand-by letter of credit,  a
letter of guarantee,  or a similar instrument in form and substance satisfactory
to us.

"L/C  Acceptance"  means a draft (as  defined  under the Bills of  Exchange  Act
(Canada))  payable  to the  beneficiary  of a  documentary  L/C  which  the  L/C
applicant or beneficiary, as the case may be, has presented to us for acceptance
under the terms of the L/C.

"Lien" includes a mortgage,  charge,  lien,  security interest or encumbrance of
any sort on an asset, and includes conditional sales contracts,  title retention
agreements, capital trusts and capital leases.

"Minimum  Shareholders'  Equity" means the total Shareholders' Equity, minus (a)
amounts  due  form  investments  in  related  parties,  and  the  value  of  all
Intangibles, plus (b) all Postponed Debt.

"Minimum  Working  Capital"  means the dollar amount  resulting  from  deducting
Current Liabilities from Current Assets.

"Normal  Course Lien" means a Lien that (a) arises by operation of law or in the
ordinary  course of  business as a result of owning any such asset (but does not
include a Lien given to another  creditor to secure debts owed to that creditor)
and (b), taken together with all other Normal Course Liens,  does not materially
affect the value of the asset or its use in the business.

"Operating  Account"  means the account that you normally use for the day-to-day
cash needs of your business,  and may be either or both of a Canadian dollar and
a US dollar account.

"Postponed Debt" means any debt owed by you that has been formally  postponed to
CIBC.

"Prime Rate" means the variable  reference rate of interest per year declared by
CIBC from time to time to be its prime rate for  Canadian  dollar  loans made by
CIBC in Canada.



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"Prime Rate Loan" means a Canadian  dollar loan on which  interest is calculated
by reference to Prime Rate.

"Purchase  Money Lien" means a Lien incurred in the ordinary  course of business
only to secure the purchase  price of an asset,  or to secure debt used only the
finance the purchase of the asset.

"Shareholders'  Equity" means paid-in capital,  retained earnings and attributed
or contributed surplus.

"Standard  Overdraft Rate" means the variable  reference  interest rate per year
declared  by  CIBC  from  time  to time  to be its  standard  overdraft  rate on
overdrafts in Canadian or US dollar accounts maintained with CIBC in Canada.

"US Base Rate" means the variable  reference  interest rate per year as declared
by CIBC from time to time to be its base rate for US dollar  loans  made by CIBC
in Canada.








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