Silicon Valley Bank
                            3003 Tasman Drive/HF 170
                              Santa Clara, CA 95054
                       (408) 654-1000 - Fax (408) 980-6410


        This  NON-RECOURSE  RECEIVABLES  PURCHASE  AGREEMENT (the  "Agreement"),
dated as of June 25,  2001,  is  between  Silicon  Valley  Bank,  ("Buyer')  and
MARIMBA,  INC.,  a DELAWARE  corporation,  ("Seller),  with its chief  executive
office at:

                  Street Address: 440 CLYDE AVENUE
                  City:           MOUNTAIN VIEW
                  County:         SANTA CLARA
                  State:          CALIFORNIA
                  Zip code:       94043
                  Fax:            (650) 930-5605

           1.     Definitions.  In this Agreement:

             1.1     "Payment" is when Buyer has received  payments equal to the
Total Purchased Receivables.

             1.2     "Purchased  Receivables"  is  all  accounts,   receivables,
instruments,  contract rights, documents,  general intangibles,  other rights to
payment and all proceeds  arising from the invoices and other  agreements on the
Schedule.

             1.3     "Schedule" is the attached  schedule showing the:  Purchase
Date, Due Date,  Total  Purchased  Receivables,  Discount Rate,  Purchase Price,
Administrative Fee and any other fees.

           2.     Purchase and Sale of Receivables.

             2.1     Sale and Purchase.  On the Purchase Date,  Seller sells and
Buyer buys Seller's right, title, and interest (but none of Sellers obligations)
to  payment  from  any  person  liable  on  a  Purchased  Receivable,  ("Account
Debtors").

             Each  purchase  and  sale is at Buyer's  and  Seller's  discretion.
Buyer will not (i) pay Seller an aggregate  outstanding  amount  exceeding  FIVE
MILLION  DOLLARS or (ii) buy any Purchased  Receivable  after June 24, 2002 (the
"Maturity  Date").  Each purchase and sale will be on a Schedule form acceptable
to Buyer.

             2.2     Payment of Purchase Price and Late Payment.

                    (a)  Payment  of   Purchase   Price.   For  each   Purchased
Receivable,  Buyer will pay Seller,  on the Purchase Date,  the Purchase  Price,
less the Administrative Fee and reasonable legal fees (if any).

                    (b) Late Payment.  If Payment is made after the Due Date, as
listed on the Schedule,  then on the earlier of Payment or 180 days, Seller will
also pay Buyer the product of the Discount Rate and the average daily balance of
the unpaid Purchased Receivable multiplied by the


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number of days between the due date or the earlier of the date of actual payment
or 180 days after the due date, divided by 360.

             2.3     Seller  may  not sell  or  convey  any  interest in Related
Property without Buyer's prior written  consent.  Seller will sign UCC financing
tatements  and any other  instruments  or  documents  to  evidence,  perfect or
protect Buyer's  interests in the Purchased  Receivables  and Related  Property.
Seller  will  deliver  to Buyer  all  original  instruments,  chattel  paper and
documents about Purchased Receivables and Related Property.

           3.     Collections, Payments and Remittances.

             3.1     Application of Payments.   All  payments for any  Purchased
Receivable, received by Seller or Buyer, are Buyer's property.

             3.2     Collection by Seller.

                    (a) Buyer appoints  Seller its  attorney-in-fact  to receive
payments  and  enforce  its rights  and  designates  Seller  it's  assignee  for
collection.  Seller will use  diligence  and  commercially  reasonable  means to
collect Purchased Receivables. Buyer may revoke these appointments at any time.

                    (b)  Seller  may begin  legal  proceedings  about  Purchased
Receivables in its name (as Buyer's  assignee for collection or enforcement) or,
with Buyer's prior written consent,  in Buyer's name. Seller will not make Buyer
party to any litigation or arbitration without Buyer's written consent.

                    (c) Seller  will hold in trust for and give  Buyer:  (i) all
payments made by Account Debtors,  and (ii) all  instruments,  chattel paper and
other proceeds of the Purchased Receivables.

                    (d)  Unless an Event of  Repurchase  occurs  and  continues,
Seller  will  remit  payments  to Buyer on the last  business  day of each  week
("Seftlement  Date")  starting  the  week  after  the  Purchase  Date.  On  each
Settlement  Date Seller  will  deliver a report  acceptable  to Buyer of account
activity  (including  dates  and  amounts  of  payments)  and  changes  for each
Purchased Receivable.

             3.3     No Obligation to Take Action.   Buyer  has a right,  but no
obligation,  to perform Seller's  obligations or to take action on any Purchased
Receivable (including on defaulted Purchased Receivables).

           4.     Non-Recourse; Repurchase Obligations.

             4.1     Non-Recourse  and  Seller's  Agreement to Repurchase. Buyer
acquires Purchased Receivables without recourse,  except Seller will, at Buyer's
option,  repurchase  from Buyer any Purchased  Receivable  for a purchase  price
equal to the portion of any unpaid Purchased Receivable:

                    (a) For  which  there  has  been  any  breach  of  warranty,
representation or covenant in this Agreement; or

                    (b) For which  the  Account  Debtor  asserts  any  discount,
allowance,  return,  dispute,  defense,  right of  recoupment,  right of return,
warranty claim, or short payment.


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<PAGE>


             4.2     Payment  to Buyer.  Seller  will pay  Buyer in  immediately
available funds.

           5.     Representations, Warranties and Covenants.

             5.1     Purchased  Receivables - Warranties,   Representations  and
Covenants.  Seller  represents,   warrants  and  covenants  for  each  Purchased
Receivable:

                    (a) It is the owner with legal right to sell,  transfer  and
assign it;

                    (b)  The  correct  amount  is on  the  Schedule  and  is not
disputed;

                    (c) No payment is contingent on any  obligation or contract,
and it has fulfilled all its obligations as of the Purchase Date;

                    (d) It is based on actual sale and  delivery of goods and/or
services rendered, due no later than its Due Date and owing to Seller, it is not
past due or in default, has not been previously sold, assigned,  transferred, or
pledged, and is free of any liens, security interests and encumbrances;

                    (e)  There  are  no  defenses,  offsets,   counterclaims  or
agreements in which the Account Debtor may claim any deduction or discount;

                    (f) It reasonably believes no Account Debtor is insolvent as
defined in the  United  States  Bankruptcy  Code ('US  Code") or the  California
Uniform  Commercial  Code  ("UCC") and no Account  Debtor has filed or had filed
against it a voluntary  or  involuntary  petition for relief under the US Code.;
and-

                    (g) No Account Debtor has objected in writing to payment for
or the quality or quantity of the subject of the Purchased Receivable.

             5.2     Additional Warranties, Representations and Covenants.
Seller represents, warrants and covenants:

                    (a) its name, form of organization,  chief executive office,
and the place  where the records  about all  Purchased  Receivables  are kept is
shown at the beginning of this Agreement and it will give Buyer at least 10 days
prior  written  notice of changes  to its name,  organization,  chief  executive
office or location of records.

                    (b) It has  not  filed a  voluntary  petition  or had  filed
against it an involuntary petition under the US Code and does not anticipate any
filing;

                    (c) If Payment of any Purchased Receivable does not occur by
its Due Date then Seller will provide a written report,  within 1 0 days, of the
reasons for the delay.

           6.     Adjustments.   If  any  Account  Debtor  asserts  a  discount,
allowance, return, offset, defense, warranty claim, or the like (an "Adjustment)
Seller will promptly advise Buyer and, if Buyer does not object Seller will have
90 days to resolve the dispute.


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<PAGE>


           7.     Indemnification.

                    (a) If any  Account  Debtor  is  released  from any  payment
obligation  for  any  Purchased  Receivable  because  of-  (i)  Seller's  act or
omission; or (ii) any of the documentation about the Purchased Receivables which
results in  termination of any part of the Account  Debtor's  obligation for the
Purchased  Receivables,  then  Seller will pay Buyer the lesser of the amount of
the  Purchased  Receivable  not payable or the unpaid  portion of the  Purchased
Receivable.

                    (b) Seller  indemnifies  and holds Buyer  harmless  from any
taxes 1rom this  transaction  (except Buyer's income taxes) and costs,  expenses
and reasonable attorney fees if Buyer promptly notifies it of any taxes of which
Buyer has notice.

           8.     Repurchase Events.    Any  of  the  following  is an Event of
Repurchase:

                    (a)  Seller  fails to pay  Buyer any  amount  when due under
Section 2.2(b),3.2(c), 3.2(d), 4.1, 7 or 10;

                    (b) An involuntary lien, garnishment, attachment or the like
is issued against or attaches to the Purchased Receivables; and

                    (c) Seller  breaches a  covenant,  agreement,  warranty,  or
representation  in this  Agreement  and  the  breach  is not  cured  to  Buyer's
satisfaction  within 10 days after Buyer gives Seller oral or written notice.  A
breach that cannot be cured is an immediate default.

           9.     Repurchase  Option.  When an Event of Repurchase  occurs Buyer
shall have a right to require Seller to repurchase all of the affected Purchased
Receivables  for a purchase  price equal to the  amount(s)  specified in Section
4.1.  Buyer shall also have all rights and remedies under this Agreement and the
law, including those of a secured party under the UCC, and the right to collect,
dispose of, sell, lease or use all Purchased Receivables and Related Property.

           10.    Fees,  Costs and Expenses.  Promptly on demand Seller will pay
all reasonable  fees,  costs and expenses  (including  attorney and professional
fees) that Buyer  incurs  from (a)  preparing,  negotiating,  administering  and
enforcing  this  Agreement  or any other  agreement  related  hereto,  including
amendments,  waivers or consents,  (b)  litigation  or disputes  relating to the
Purchased Receivables, this Agreement or any other agreement related hereto, (c)
enforcing  rights against  Seller,  (d) protecting or enforcing its title to the
Purchased Receivables or its security interest in the Purchased Receivables, (e)
collecting any amounts due from Seller  hereunder or for a Purchased  Receivable
under a breach of Seller's  representation,  warranty  or  covenant  and (f) any
bankruptcy case or insolvency  proceeding  involving  Seller.  Reimbursement for
fees,  costs,  and expenses through the initial Purchase Date will be limited to
$5,000.00.

           11.    Choice of Law,  Venue and Jury Trial  Waiver.  California  law
governs  this  Agreement.   Seller  and  Buyer  each  submit  to  the  exclusive
jurisdiction of the State and Federal courts in Santa Clara County, California.

SELLER  AND BUYER  EACH WAIVE ITS RIGHT TO A JURY TRIAL FROM ANY CAUSE OF ACTION
RELATED TO AGREEMENT,  INCLUDING CONTRACT,  TORT, BREACH OF DUTY OR OTHER CLAIM.
THIS WAIVER IS A MATERIAL  INDUCEMENT FOR BOTH PARTIES TO


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<PAGE>


ENTER THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

           12.    Notices.  Notices  or  demands  by  either  party  about  this
Agreement  must be in writing and  personally  delivered or sent by an overnight
delivery service, by certified mail postage prepaid return receipt requested, or
by FAX to the addresses below:

         Seller:    Marimba, Inc.
                    440 Clyde Avenue
                    Mountain View, California 94043
                    Attn: Legal Department
                    FAX:  (650) 930-5605

         Buyer:     Silicon Valley Bank
                    3003 Tasman Drive
                    HF 170
                    Santa Clara, CA 95054
                    Attn: Credit Manager
                    FAX: (408) 980-6410

         A party may change notice address by written notice to the other party.

           13.    General Provisions.

             13.1    Successors and Assigns.   This  Agreement  binds and is for
the benefit of successors  and permitted  assigns of each party.  Seller may not
assign this  Agreement  or any rights  under it without  Buyer's  prior  written
consent  which may be granted or  withheld  in  Buyer's  discretion.  Buyer may,
without  the  consent  of  or  notice  to  Seller,  sell,  transfer,   or  grant
participation in any part of Buyer's obligations,  rights or benefits under this
Agreement.

             13.2    Indemnification.    Seller  will indemnify, defend and hold
harmless Buyer and its officers, employees, and agents against: (a) obligations,
demands,  claims, and liabilities asserted by any other party in connection with
the  transactions  contemplated  by this  Agreement;  and (b) losses or expenses
incurred,  or paid by Seller from or consequential to transactions between Buyer
and  Seller  (including  reasonable  attorneys  fees and  expenses),  except for
obligations,  demands, claims,  liabilities,  and losses caused by Buyer's gross
negligence or willful misconduct.

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

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

             13.5    Amendments in Writing,  Integration. All amendments to this
Agreement must be in writing.  This Agreement is the entire agreement about this
subject matter and supersedes prior negotiations or agreements.


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<PAGE>


             13.6    Counterparts.  This Agreement may be executed in any number
of  counterparts  and by  different  parties on separate  counterparts  and when
executed and delivered are one Agreement.

             13.7    Survival.   All  covenants, representations and  warranties
made in this  Agreement  continue in full force while any  Purchased  Receivable
amount remains outstanding.  Seller's indemnification  obligations survive until
all statutes of limitations  for actions that may be brought  against Buyer have
run.

             13.8    Confidential Information.   Buyer  will use the same degree
of care in handling Seller's  confidential  information that it uses for its own
proprietary information,  but may disclose information;  (i) to its subsidiaries
or affiliates in connection with their business with Seller, (ii) to prospective
transferees or purchasers of any interest in the Agreement, (iii) as required by
law, regulation,  subpoena,  or other order, (iv) as required in connection with
an  examination  or audit and (v) as it  considers  appropriate  exercising  the
remedies  under  this  Agreement.  Confidential  information  does  not  include
information  that is either:  (a) in the public domain or in Buyer's  possession
when disclosed without an obligation of confidentiality,  or becomes part of the
public domain after  disclosure to Buyer at no fault of buyer;  or (b) disclosed
to Buyer by a third  party,  if Buyer  does  not know  that the  third  party is
prohibited from disclosing the information.



SELLER:      MARIMBA, INC.,
             a DELAWARE corporation

By           /s/ Ken Owyang

Title        CFO



BUYER:       SILICON VALLEY BANK

By           /s/ Lee Shodiss

Title        Sr. Vice President


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<PAGE>


                                 SCHEDULE DATED_________

                                       TO
                   NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT
                            DATED AS OF June 28.2001

Seller:         Marimba, Inc.

Buyer:          Specialty Finance Division, a division of Silicon Valley Bank

Purchase Date:

Due Date:

Total Purchased

Receivables:

Discount Rate:      _______%

Purchase Price:     $_______  (is_____% of the Total Purchased Receivables which
                    Is the Straight Discount of the Total Purchased  Receivables
                    discounted  from  the Due Date to the  Purchase  Date at the
                    Discount Rate).

Administrative Fee: 0.15% for Domestic Receivables
                    0.25% for Domestic Invoices  with  discount  periods greater
                          then 90-days.
                    0.35% for Foreign  Receivables
                    0.45% for Foreign  Invoices  with  discount  periods greater
                          then 90 days.

Seller  warrants and represents that (a) its warranties and  representations  in
the  Agreement  are true and correct as of the date of this  Schedule and (b) no
Event of Repurchase has occurred under the Agreement.



Seller:          Marimba, Inc.

By:

Title:



BUYER:          SPECIALTY FINANCE DIVISION,
                A division of Silicon Valley Bank

By:

Title: