Exhibit 10.16

                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
                 -----------------------------------------------

     THIS  SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
made  and  entered  into  this  14th  day  of  September,  2001,  by and between
CONCURRENT COMPUTER CORPORATION, a Delaware corporation (hereinafter referred to
as  "Borrower")  with its chief executive office and principal place of business
at  4375  River Green Parkway, Duluth, Georgia 30096, and WACHOVIA BANK, N.A., a
national  banking  association  (hereinafter  referred  to  together  with  its
successors  and  assigns,  as  "Lender") with an office at 191 Peachtree Street,
Atlanta,  Georgia  30303.

                                    RECITALS:
                                    --------

     Lender  and  Borrower  are parties to a certain Loan and Security Agreement
dated  November  3, 2000, as amended by that certain First Amendment to Loan and
Security  Agreement  dated  March  28,  2001  (as at any time amended, the "Loan
Agreement"), pursuant to which Lender has made certain loans and other financial
accommodations  to  Borrower.

     The  parties  desire  to amend the Loan Agreement as hereinafter set forth.

NOW,  THEREFORE,  for  TEN  DOLLARS  ($10.00)  in  hand  paid and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
severally  acknowledged,  the  parties  hereto,  intending  to  be legally bound
hereby,  agree  as  follows:

     1.     DEFINITIONS.  All  capitalized  terms used in this Amendment, unless
            -----------
otherwise  defined  herein, shall have the meaning ascribed to such terms in the
Loan  Agreement.

     2.     AMENDMENTS  TO LOAN AGREEMENT.  The Loan Agreement is hereby amended
            -----------------------------
as  follows:

          (a)     By  adding the following new definitions to Section 1.1 of the
     Loan  Agreement,  in  proper  alphabetical  sequence:

               "Commitment  Suspension  Event"  shall  mean any of the events or
                -----------------------------
          conditions  described  in  Section  13.14  hereof.

               "Commitment  Suspension  Period" shall mean the period commencing
                ------------------------------
          upon  the  occurrence  of a Commitment Suspension Event and continuing
          until: (i) Lender's receipt from Borrower of a statement executed by a
          duly  authorized  officer  of  Borrower  in  the  form  of Exhibit "C"
                                                                     -----------
          attached  hereto,  demonstrating  to  Lender's satisfaction Borrower's
          compliance  with  the  previously  breached  covenant  or  covenants
          contained  in  Article  12 or Supplement A that created the Commitment
                                        ------------
          Suspension  Event  for  the  immediately  succeeding  relevant  fiscal
          period,  and (ii) Borrower's receipt of Lender's written waiver of the
          relevant  Commitment  Suspension  Event.


<PAGE>
               "Current Assets" shall mean, at any date, the cash of Borrower on
                --------------
          such  date  plus  the amount of all accounts receivable of Borrower on
                      ----
          such  date.

               "Current  Liabilities"  shall  mean, at any date, the outstanding
                --------------------
          principal  balance  of the Line of Credit on such date plus the amount
                                                                 ----
          of  all accounts  payable  of  Borrower  on  such  date.

               "Current  Ratio" shall mean, for any given date, the ratio of (a)
                --------------
          Current  Assets  to  (b)  Current  Liabilities  for  such  period.

          (b)     By  deleting  the  definitions  of  "Line  of  Credit"  and
     "Termination  Date" that are contained in Section 1.1 of the Loan Agreement
     in  their  entirety  and  by  substituting  in  lieu thereof the following:

               "Line  of  Credit"  shall  refer  to  the  line  of credit in the
                ----------------
          principal  amount  of  up  to  $5,000,000 opened by Lender in favor of
          Borrower  pursuant  to  the  provisions  of  Section  2.1.1.

               "Termination  Date"  shall  mean  the  earliest  to  occur of the
                -----------------
          following  dates:  (i)  that  date  on  which, pursuant to Section 14,
          Lender  terminates the Line of Credit (or the Line of Credit is deemed
          automatically  terminated) subsequent to the occurrence of an Event of
          Default;  (ii)  the  date  during  any Commitment Suspension Period on
          which  the  Line of Credit is terminated by either Borrower or Lender,
          or  (iii) December 31, 2002, or such later date as to which Lender may
          agree  in  writing  from  time  to  time  hereafter.

          (c)     By  deleting  Section  2.1(a)  of  the  Loan  Agreement in its
     entirety  and  by  substituting  in  lieu  thereof  the  following:

               (a)  On  the  Closing  Date,  subject  to  fulfillment  of  all
          conditions  precedent  set  forth in Section 16, Lender agrees to open
          the  Line  of  Credit  in favor of Borrower so that, during the period
          from  the Closing Date to, but not including, the Termination Date, so
          long  as  there  is  not  in existence any Default Condition, Event of
          Default  or  Commitment  Suspension  Event  and the borrowing will not
          cause  a  Default Condition or Event of Default to exist, Borrower may
          borrow  and  repay  and  reborrow  Advances  up to a maximum aggregate
          principal  amount  outstanding  at  any one time equal to the original
          principal  amount  of  the  Line  of  Credit; subject, however, to the
                                                        ----------------
          requirement  that  at  no time shall the aggregate principal amount of
          (i)  outstanding  Advances  plus  (ii) the  aggregate amount of Letter
                                      ----
          of  Credit  Obligations  exceed  the  Margin  (such  requirement being
          referred  to  herein  as  the  "Margin  Requirement");  and  subject,
                                          --------------------        --------
          further, to the requirement that if, at any time hereafter, the Margin
          -------
          Requirement is not satisfied, Borrower will immediately repay the then
          principal  balance  of  the  Master  Note  by that amount necessary to
          satisfy  the  Margin  Requirement.  All proceeds so obtained under the
          Line  of  Credit  may be used by Borrower for working capital, capital
          expenditures  and  other  general corporate purposes in such manner as
          Borrower  may elect in the ordinary course of its business operations.
          The Debts arising from Advances made to or on behalf of Borrower under


                                      -2-
<PAGE>
          the  Line of Credit shall be evidenced by the Master Note, which shall
          be  executed  by Borrower and delivered to Lender on the Closing Date.
          The outstanding principal amount of the Master Note may fluctuate from
          time  to time, but shall be due and payable in full on the Termination
          Date, and each Advance thereunder shall bear interest from the date of
          such Advance until paid in full at the Applicable Rate, calculated and
          payable  in  the  manner  described  in  Section 2.2.1. Subject to any
          contrary  provisions  of Section 2.2.1 in respect of LIBOR Borrowings,
          Borrower  shall  have the option to request Advances under the Line of
          Credit by telephone or in a writing delivered to Lender not later than
          11:00  a.m.  (Atlanta,  Georgia  time)  on  the  date of the requested
          Advance;  provided,  however,  that  any  telephone  requests shall be
                    -------------------
          confirmed  in  a writing not later than the Business Day following the
          disbursement  of  the  requested  Advance.

          (d)     By adding the following new subsection (c) to Section 2.1.1 of
     the  Loan  Agreement  immediately  following  Section  2.1.1(b):

               (c)  Borrower  shall, at the time of making of any request for an
          Advance  under  the  Line of Credit, certify to Lender, in a statement
          executed  by  a  duly  authorized  officer  of Borrower in the form of
          Exhibit  "C"  attached  hereto,  that  no  Event  of  Default, Default
          -----------
          Condition  or  Commitment Suspension Event exists or has occurred, or,
          if  an  Event  of  Default, Default Condition or Commitment Suspension
          Event  exists  or  has  occurred,  specifying the nature and period of
          existence  thereof.  Such  certificate  shall  also  set  forth,  in
          reasonable  detail,  compliance with all financial covenants set forth
          in  Supplement  A for the immediately preceding Fiscal Month or Fiscal
              -------------
          Quarter,  as  applicable.

          (e)     By  deleting  Section  2.2.1(c)  of  the Loan Agreement in its
     entirety  and  by  substituting  in  lieu  thereof  the  following:

               (c)     CONDITIONS  AND  LIMITATIONS  ON  LIBOR  BORROWINGS.  All
                       ----------------------------------------------------
          Borrowings  obtained  on  the Closing Date and for a period of two (2)
          Business  Days  thereafter  shall  be  Prime  Borrowings.  Thereafter
          Borrower  shall  have  the continuing right, provided that no Event of
          Default,  Default  Condition or Commitment Suspension Event exists, to
          obtain  LIBOR  Borrowings  or  to  convert  Prime  Borrowings to LIBOR
          Borrowings;  subject,  however,  to  the  following conditions  and
                       -----------------
          limitations:  (i)  the Interest Period for LIBOR Borrowings in respect
          of  the  Line of Credit shall not exceed the Termination Date; (ii) if
          on or prior to the first day of any Interest Period, Lender determines
          that deposits in United States Dollars (in the applicable amounts) are
          not  being  offered in the relevant market for such Interest Period or
          that the LIBOR Rate will not adequately and fairly reflect the cost to
          Lender  of  funding  any relevant borrowings for such Interest Period,
          then,  Lender  shall  forthwith  give  notice  thereof  to  Borrower,
          whereupon,  until  Lender  notifies  Borrower  that  the circumstances
          giving  rise  to  such  suspension  no longer exist, the obligation of
          Lender  to  make  LIBOR  Borrowings  available  to  Borrower  shall be
          suspended;  and  (iii) if, at any time, a change of law, or compliance
          by  Lender  with  any  request or directive (whether or not having the
          force  of law) of any governmental authority shall make it unlawful or


                                      -3-
<PAGE>
          impracticable for Lender to make available, maintain or fund any LIBOR
          Borrowings,  Lender  shall  forthwith  give  notice  to such effect to
          Borrower,  whereupon,  until  Lender  notifies  Borrower  that  the
          circumstances  giving  rise  to  such  suspension no longer exist, the
          obligation  of  Lender  to  make such Borrowings available to Borrower
          shall  be  suspended  and  if  Lender  shall determine that it may not
          lawfully continue to maintain and fund any then outstanding Borrowings
          to  maturity  and  shall  so specify in such notice, each Borrowing so
          affected  shall  be  converted  to  a  Prime  Borrowing  effective
          immediately.

          (f)     By  deleting  Section  2.2.2(d)  of  the Loan Agreement in its
entirety  and  by  substituting  a  reference  to  "Reserved."  in lieu thereof.
                                                    --------

          (g)     By  deleting Section 2.4 of the Loan Agreement in its entirety
     and  by  substituting  in  lieu  thereof  the  following:

               2.4.     TERMINATION  EVENT.  If  either  of the Principals shall
                        -------------------
          die,  become incapacitated, cease to be the chief executive officer or
          chief  financial officer of Borrower or otherwise cease to be actively
          involved  in  the  day-to-day  executive  management  of  Borrower  (a
          "Termination  Event"), Lender may, at its election, terminate the Line
          of  Credit  and  demand  payment of all of the Obligations upon ninety
          (90)  days  prior written notice to Borrower, unless Borrower replaces
          such  Principal  with  a  person  of  similar  experience,  skill  and
          expertise  reasonably  satisfactory to Lender (which consent of Lender
          shall  not  be  unreasonably  withheld)  within  such  ninety (90) day
          period. Nothing contained herein shall prohibit Lender from exercising
          any  of its rights and remedies under the Loan Documents or applicable
          law  if  an  Event of Default or Commitment Suspension Event exists at
          such  time.

          (h)     By  adding  the  following  Section  2.5 to the Loan Agreement
     immediately  following  Section  2.4:

               2.5     TERMINATION  DURING COMMITMENT SUSPENSION PERIOD.  During
                       ------------------------------------------------
          any  Commitment Suspension Period, either party may terminate the Line
          of  Credit  and  this  Agreement  at  its  election,  without penalty,
          whereupon  all Obligations shall become immediately due and payable in
          full  and Lender shall have no further obligation to make any loans or
          otherwise  extend  any  financial  accommodations  to  Borrower.

          (i)     By  deleting  Section  10.11  of  the  Loan  Agreement  in its
     entirety  and  by  substituting  in  lieu  thereof  the  following:

               10.11.     CERTIFICATE  OF  NO  DEFAULT.  Borrower  shall,  on  a
                          -----------------------------
          monthly  basis not later than twenty-five (25) days after the close of
          each  of its first eleven Fiscal Months and not later than ninety (90)
          days  after  the  close  of  its  Fiscal Year, certify to Lender, in a
          statement  executed  by  a  duly authorized officer of Borrower in the
          form of Exhibit "C" attached hereto, that no Event of Default, Default
                  -----------
          Condition  or  Commitment Suspension Event exists or has occurred, or,
          if  an  Event  of  Default, Default Condition or Commitment Suspension


                                      -4-
<PAGE>
          Event  exists  or  has  occurred,  specifying the nature and period of
          existence  thereof.  Such  certificate  shall  also  set  forth,  in
          reasonable  detail,  compliance with all financial covenants set forth
          in  Supplement  A for the immediately preceding Fiscal Month or Fiscal
              ------------
          Quarter,  as  applicable.

          (j)     By  deleting  Section  10.17  of  the  Loan  Agreement  in its
     entirety  and  by  substituting  in  lieu  thereof  the  following:


               10.17.     CERTAIN  REQUIRED NOTICES.  Promptly, upon its receipt
                          --------------------------
          of  notice  or  knowledge thereof, Borrower will report to Lender: (i)
          any  lawsuit  or  administrative  proceeding  in  which  Borrower is a
          defendant  in  which  the  amount  or  amounts  in  controversy exceed
          $100,000;  or  (ii) the existence and nature of any Default Condition,
          Event  of  Default  or  Commitment  Suspension  Event.

          (k)     By  deleting  Section  11.15  of  the  Loan  Agreement  in its
     entirety  and  by  substituting  in  lieu  thereof  the  following:

               11.15.     CAPITAL  EXPENDITURES  AND  LEASES.  Expend during any
                          ----------------------------------
          Fiscal  Year  of Borrower, in Capital Expenditures, for itself and its
          Consolidated Subsidiaries, other than as contracted for as of the date
          hereof,  or  contract  for  any  future Capital Expenditures, which in
          aggregate  represent an amount exceeding (i) $6,500,000 in Fiscal Year
          2001,  and  (ii)  $5,000,000  in Fiscal Year 2002 without the Lender's
          prior  written  consent  thereto,  all as determined on a Consolidated
          basis  for  Borrower  and  its Consolidated Subsidiaries in accordance
          with  GAAP.

          (l)     By deleting Section 13.3 of the Loan Agreement in its entirety
     and  by  substituting  in  lieu  thereof  the  following:

               13.3.     CERTAIN  COVENANTS.  Borrower  shall  default  in  the
                         -------------------
          observance  or  performance  of any covenant or agreement contained in
          Sections 10.3, 10.4, 10.5, 10.6, 10.7, 10.11, 10.14, or in Article 11.

          (m)     By  adding  the  following  new  Section  13.14  to  the  Loan
     Agreement  immediately  following  Section  13.13:

          13.14.     FINANCIAL  COVENANTS.  Borrower  shall  default  in  the
                     ---------------------
          observance  or  performance  of any covenant or agreement contained in
          Article  12  or  Supplement  A  hereof and at such time the sum of the
                           -------------
          principal  amount  of Advances then outstanding (including any amounts
          that  Lender may have paid for the account of Borrower pursuant to any
          of  the  Loan  Documents and that have not been reimbursed by Borrower
          when  due)  exceeds  $0; provided, that, if at such time the principal
                                   --------  ----
          amount  of  Advances  then outstanding is equal to $0, then such event
          shall not constitute an Event of Default but rather shall constitute a
          Commitment  Suspension  Event.

          (n)     By  deleting  the  initial paragraph of Article 14 of the Loan
     Agreement  in  its  entirety  and  by  substituting  in  lieu  thereof  the
     following:


                                      -5-
<PAGE>
          14.     REMEDIES.  Upon  the  occurrence  of  any  Default  Condition,
                  ---------
          Event  of  Default or Commitment Suspension Event, Lender's obligation
          to  extend financing under the Line of Credit shall immediately cease;
          provided,  however,  that  if  such  obligation  has ceased due to the
          ---------  -------
          occurrence of a Default Condition, and such Default Condition does not
          become  an  Event  of  Default  due to its having been cured or waived
          before  it  has matured into an Event of Default, then such obligation
          shall  be reinstated as of the date such Default Condition is cured or
          waived,  and provided, further, that if such obligation has ceased due
                       --------  -------
          to  the  occurrence  of  a  Commitment  Suspension  Event,  then  such
          obligation  shall be reinstated upon the termination of the Commitment
          Suspension  Period.  Upon  the occurrence or existence of any Event of
          Default,  or  any  time thereafter, without prejudice to the rights of
          Lender  to enforce its claims against Borrower for damages for failure
          by  Borrower to fulfill any of its obligations hereunder, subject only
          to  prior receipt by Lender of payment in full of all Obligations then
          outstanding  in  a form acceptable to Lender, Lender shall have all of
          the  rights and remedies set forth below, and it may exercise any one,
          more, or all of such remedies, in its sole discretion, without thereby
          waiving  any  of  the  others.

          (o)     By deleting Section 15.1 of the Loan Agreement in its entirety
     and  by  substituting  in  lieu  thereof  the  following:

          15.1.     WAIVER.  Each  and  every right granted to Lender under this
                    -------
          Agreement,  or  any of the other Loan Documents, or any other document
          delivered  hereunder or in connection herewith or allowed it by law or
          in equity, shall be cumulative and may be exercised from time to time.
          No  failure  on  the  part  of  Lender  to  exercise,  and no delay in
          exercising, any right shall operate as a waiver thereof, nor shall any
          single  or  partial exercise by Lender of any right preclude any other
          or  future  exercise  thereof  or  the exercise of any other right. No
          waiver  by  Lender  of  any  Default  Condition  Event  of  Default or
          Commitment  Suspension  Event  shall  constitute  a  waiver  of  any
          subsequent  Default  Condition,  Event  of  Default  or  Commitment
          Suspension  Event.

          (p)     By deleting Section 16.9 of the Loan Agreement in its entirety
     and  by  substituting  in  lieu  thereof  the  following:

               16.9.     NO  DEFAULT.  No Default Condition, Event of Default or
                         ------------
          Commitment  Suspension  Event  shall  exist  and Borrower shall in all
          respects be in compliance with all of the terms of the Loan Documents,
          as  evidenced  by  its delivery of a certificate of no default to such
          effect,  to  be  substantially  in  the  form  of Exhibit "C" attached
                                                            ------------
          hereto.

          (q)     By deleting Supplement A to the Loan Agreement in its entirety
     and by substituting the new Supplement A attached to this Amendment in lieu
     thereof.

          (r)     By  deleting Exhibit "C" to the Loan Agreement in its entirety
                               -----------
     and  by substituting the new Exhibit "C" attached to this Amendment in lieu
                                  -----------
     thereof.


                                      -6-
<PAGE>
     3.     AMENDMENT  FEE.  To  induce  Lender  to  enter  into this Amendment,
            --------------
Borrower  covenants  and  agrees  that,  simultaneously  with  the execution and
delivery of this Amendment, Borrower shall pay to Lender an amendment fee in the
amount  of  $40,000,  in  immediately  available  funds.

     4.     LIMITED  WAIVER  OF  DEFAULT.  An  Event of Default has occurred and
            ----------------------------
currently  exists  under  the Loan Agreement as a result of Borrower's breach of
Section  12  of  the  Loan  Agreement  and Covenant (E) of Supplement A attached
thereto  (the  "Designated  Default").  The Designated Default exists because of
Borrower's  failure to maintain a Consolidated EBITDA of the Xstreme Division of
at  least  ($8,500,000)  for  the  four  quarters ended June 30, 2001.  Borrower
represents  and  warrants  that  the  Designated  Default  is  the  only Default
Condition or Event of Default that exists under the Loan Agreement and the other
Loan  Documents  as  of  the  date  hereof.  Lender hereby waives the Designated
Default  in  existence  on  the  date  hereof.  In no event shall such waiver be
deemed  to  constitute a waiver of (a) any Default Condition or Event of Default
other than the Designated Defaults in existence on the date of this Amendment or
(b)  Borrower's obligation to comply with all of the terms and conditions of the
Loan  Agreement  and  the  other  Loan Documents from and after the date hereof.
Notwithstanding  any  prior,  temporary  mutual  disregard  of  the terms of any
contracts  between the parties, Borrower hereby agrees that it shall be required
strictly  to comply with all of the terms of the Loan Documents on and after the
date  hereof.

     5.     RATIFICATION  AND  REAFFIRMATION.  Borrower  hereby  ratifies  and
            --------------------------------
reaffirms  the  Obligations,  each  of  the Loan Documents and all of Borrower's
covenants,  duties,  indebtedness  and  liabilities  under  the  Loan Documents.

     6.     ACKNOWLEDGMENTS  AND  STIPULATIONS.  Borrower  acknowledges  and
            -----------------------------------
stipulates  that  the  Loan  Agreement  and the other Loan Documents executed by
Borrower  are  legal,  valid  and  binding  obligations  of  Borrower  that  are
enforceable  against  Borrower  in accordance with the terms thereof; all of the
Obligations  are  owing and payable without defense, offset or counterclaim (and
to  the extent there exists any such defense, offset or counterclaim on the date
hereof, the same is hereby waived by Borrower); the security interests and liens
granted  by  Borrower  in  favor  of  Lender  are duly perfected, first priority
security interests and liens; and the unpaid principal amount of the Advances on
and  as  of  September  14,  2001,  totaled  $0.

     7.     REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to
            ------------------------------
Lender, to induce Lender to enter into this Amendment, that no Default Condition
or Event of Default exists on the date hereof other than the Designated Default;
the  execution,  delivery  and  performance  of  this  Amendment  have been duly
authorized  by  all  requisite corporate action on the part of Borrower and this
Amendment  has  been  duly  executed  and  delivered  by Borrower; and except as
disclosed  to  Lender in writing, all of the representations and warranties made
by  Borrower  in  the  Loan Agreement are true and correct on and as of the date
hereof.

     8.     REFERENCE  TO  LOAN  AGREEMENT.  Upon  the  effectiveness  of  this
            ------------------------------
Amendment,  each  reference  in  the  Loan  Agreement  to  "this  Agreement,"
"hereunder,"  or  words of like import shall mean and be a reference to the Loan
Agreement,  as  amended  by  this  Amendment.

     9.     BREACH  OF  AMENDMENT.  This  Amendment  shall  be  part of the Loan
            ---------------------
Agreement  and a breach of any representation, warranty or covenant herein shall
constitute  an  Event  of  Default.

     10.     EXPENSES  OF  LENDER.  Borrower  agrees  to  pay,  ON  DEMAND,  all
             --------------------
out-of-pocket  costs  and  expenses  incurred  by  Lender in connection with the
preparation,  negotiation  and  execution  of  this Amendment and any other Loan


                                      -7-
<PAGE>
Documents  executed  pursuant  hereto and any and all amendments, modifications,
and supplements thereto, including, without limitation, the reasonable costs and
fees  of  Lender's  legal  counsel  and any taxes or expenses associated with or
incurred  in  connection  with any instrument or agreement referred to herein or
contemplated  hereby.

     11.     EFFECTIVENESS; GOVERNING LAW.  This  Amendment  shall  be effective
             ----------------------------
upon  acceptance  by  Lender  in Atlanta, Georgia, notice of which acceptance is
hereby  waived,  whereupon  the  same  shall  be  governed  by  and construed in
accordance  with  the  internal  laws  of  the  State  of  Georgia.

     12.     SUCCESSORS  AND  ASSIGNS.  This Amendment shall be binding upon and
             ------------------------
inure  to  the benefit of the parties hereto and their respective successors and
assigns.

     13.     NO  NOVATION,  ETC.  Except as otherwise expressly provided in this
             -------------------
Amendment,  nothing  herein  shall be deemed to amend or modify any provision of
the  Loan  Agreement  or  any  of  the other Loan Documents, each of which shall
remain  in  full  force  and  effect.  This Amendment is not intended to be, nor
shall  it be construed to create, a novation or accord and satisfaction, and the
Loan  Agreement  as  herein  modified  shall  continue in full force and effect.

     14.     COUNTERPARTS;  TELECOPIED  SIGNATURES.  This  Amendment  may  be
             -------------------------------------
executed  in  any  number  of  counterparts  and  by  different  parties to this
Amendment  on  separate counterparts, each  of which, when so executed, shall be
deemed  an original, but all such counterparts shall constitute one and the same
agreement.  Any  signature  delivered by a party by facsimile transmission shall
be  deemed  to  be  an  original  signature  hereto.

     15.     FURTHER  ASSURANCES.  Borrower  agrees to take such further actions
             -------------------
as  Lender  shall reasonably request from time to time in connection herewith to
evidence  or  give  effect  to  the  amendments  set  forth herein or any of the
transactions  contemplated  hereby.

     16.     SECTION  TITLES.  Section  titles  and  references  used  in  this
             ---------------
Amendment shall be without substantive meaning or content of any kind whatsoever
and  are  not  a  part  of  the  agreements  among  the  parties  hereto.

     17.     RELEASE  OF CLAIMS.  TO INDUCE LENDER TO ENTER INTO THIS AMENDMENT,
             ------------------
BORROWER  HEREBY  RELEASES,  ACQUITS  AND  FOREVER  DISCHARGES  LENDER,  AND ALL
OFFICERS,  DIRECTORS,  AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS OF LENDER, FROM
ANY  AND  ALL  LIABILITIES,  CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION OF ANY
KIND  OR  NATURE  (IF THERE BE ANY), WHETHER ABSOLUTE OR CONTINGENT, DISPUTED OR
UNDISPUTED,  AT  LAW OR IN EQUITY, OR KNOWN OR UNKNOWN, THAT BORROWER NOW HAS OR
EVER  HAD  AGAINST  LENDER  ARISING  UNDER OR IN CONNECTION WITH ANY OF THE LOAN
DOCUMENTS  OR  OTHERWISE.  BORROWER  REPRESENTS  AND  WARRANTS  TO  LENDER  THAT
BORROWER  HAS  NOT TRANSFERRED OR ASSIGNED TO ANY PERSON ANY CLAIM THAT BORROWER
EVER  HAD  OR  CLAIMED  TO  HAVE  AGAINST  LENDER.

     18.     WAIVER  OF  JURY  TRIAL.  TO  THE  FULLEST  EXTENT  PERMITTED  BY
             -----------------------
APPLICABLE LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY
IN  ANY  ACTION,  SUIT,  COUNTERCLAIM OR PROCEEDING ARISING OUT OF OR RELATED TO
THIS  AMENDMENT.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
duly  executed  under  seal  and  delivered  by their respective duly authorized
officers  on  the  date  first  written  above.


                                      -8-
<PAGE>
                             CONCURRENT COMPUTER CORPORATION
                             ("Borrower")

                             By:     /s/  Steven R. Norton
                                ------------------------------------------------
                                STEVEN R. NORTON, Executive Vice President,
                                Chief Financial Officer, Secretary and Treasurer

                                               [CORPORATE  SEAL]


                             Accepted  in  Atlanta,  Georgia:
                             -------------------------------

                             WACHOVIA  BANK,  N.A.
                             ("Lender")

                             By:  /s/ James  T.  Coleman
                                ------------------------------------------------
                                Title:  Vice  President


                                      -9-
<PAGE>
                                  SUPPLEMENT A
                                  ------------

                              Financial Covenants

     (A)     CONSOLIDATED  EBITDA.  Maintain  Consolidated EBITDA as of the last
             --------------------
day  of  each period set forth below of at least the amounts set forth below for
the  periods  applicable  thereto:

                Period                                  Amount
                ------                                  ------

             July  1,  2001  through                   ($  2,100,000)
               September  30,  2001

             July  1,  2001  through                   ($  2,000,000)
               December  31,  2001

             July  1,  2001  through                    $          0
               March  31,  2002

             For the Four Fiscal Quarters               $  3,000,000
               ending June 30, 2002

             For the Four Fiscal Quarters               $  5,000,000
               ending September 30, 2002

             For the Four Fiscal Quarters               $  6,000,000
               ending December 31, 2002
                and at all times thereafter


      (B)     LEVERAGE  RATIO.  Maintain  a  ratio  of  Consolidated  Total
              ---------------
Liabilities  to  Consolidated  Tangible Net Worth of not more than 2.0 to 1.0 at
all  times.


      (C)     CONSOLIDATED  FIXED  CHARGE  COVERAGE  RATIO.  Maintain  a
             --------------------------------------------
Consolidated  Fixed Charge Coverage Ratio greater than or equal to the ratio set
forth below for the period applicable thereto, as of the last day of each Fiscal
Quarter  for  the  four  (4)  Fiscal  Quarters  then  ending:

               Date                         Ratio
               ----                         -----

          September  30,  2001              N/A
          December  31,  2001               N/A
          March  31,  2002                  N/A
          June  30,  2002                   N/A
          September  30,  2002              1.0 to 1.0
          December  31,  2002               1.25 to 1.0
            and at all times thereafter

            (D)     DEBT  COVERAGE  RATIO.  Maintain  a  Consolidated  Funded
                    ---------------------
Debt/EBITDA  Ratio  as  of  the last day of each Fiscal Quarter for the four (4)
Fiscal  Quarters  then ending of not more than the ratio set forth below for the
period  corresponding  thereto:


<PAGE>
                Period                       Ratio
                ------                       -----

          September  30,  2001               N/A
          December  31,  2001                N/A
          March  31,  2002                   N/A
          June  30,  2002                    2.5 to 1.0
          September  30,  2002               2.5 to 1.0
          December  31,  2002                2.5 to 1.0
            and at all times thereafter


       (E)     CONSOLIDATED  EBITDA  (XSTREME  DIVISION).  Maintain Consolidated
               -----------------------------------------
EBITDA of the Xstreme Division as of the last day of each period set forth below
of  at  least  the  amounts  set forth below for the periods applicable thereto:

                Period                                  Amount
                ------                                  ------

             July  1,  2001  through                    ($3,000,000)
               September  30,  2001

             July  1,  2001  through                    ($4,000,000)
               December  31,  2001

             July  1,  2001  through                    ($3,000,000)
               March  31,  2002

             For  the  Four  Fiscal  Quarters           ($1,500,000)
               ending  June  30,  2002

             For  the  Four  Fiscal  Quarters            $ 1,000,000
               ending  September  30,  2002

             For  the  Four  Fiscal  Quarters            $ 2,000,000
               ending  December  31,  2002
                 and at all times thereafter


            (F)     CONSOLIDATED  EBITDA  (REAL-TIME  DIVISION).  Maintain
                    -------------------------------------------
Consolidated  EBITDA  of  Real-Time  Division  as of the last day of each Fiscal
Quarter for the four (4) Fiscal Quarters then ending of at least the amounts set
forth  below  for  the  periods  applicable  thereto:

                Period                                  Amount
                ------                                  ------

             July  1,  2001  through                    $700,000
               September  30,  2001

             July  1,  2001  through                    $1,750,000
               December  31,  2001


                                      -2-
<PAGE>
             July  1,  2001  through                    $3,000,000
               March  31,  2002

             For  the  Four  Fiscal  Quarters           $4,000,000
               ending  June  30,  2002

             For  the  Four  Fiscal  Quarters           N/A
               ending  September  30,  2002

             For  the  Four  Fiscal  Quarters           N/A
               ending  December  31, 2002
               and at all times thereafter


          (G)     CURRENT  RATIO.   Maintain a Current Ratio as of  the last day
                  --------------
of  each  Fiscal  Month  during  the period specified below of not less than the
ratio  set  forth  below  for  the  period  corresponding  thereto:

                    Period                     Ratio
                    ------                     -----

          September  14,  2001  through        3.50 to 1.0
             December  30,  2001
          December  31,  2001  through         3.00 to 1.0
             March  29,  2002
          March  31,  2002  through            2.25 to 1.0
             June  29,  2002
          June  30,  2002  through             2.25 to 1.0
             September  29,  2002
          September  30,  2002                 2.00 to 1.0
            and at all times thereafter


                                      -3-
<PAGE>
                                    EXHIBIT C
                                    ---------

                 Certificate of No Default[/Request for Advance]


          The  undersigned,  being the __________________ of CONCURRENT COMPUTER
CORPORATION ("Borrower"), and, in such capacity, being familiar with the matters
set forth herein and duly authorized and empowered to issue this Certificate for
and  on  behalf  of  Borrower,  does  hereby  certify  to  WACHOVIA  BANK,  N.A.
("Lender"),  in  connection  with and pursuant to that certain Loan and Security
Agreement,  dated  November  3, 2000, between Borrower and Lender (herein, as it
may  be  amended  to  date,  called the "Loan Agreement"; capitalized terms used
herein,  without  definition, having the meaning given to such terms in the Loan
Agreement)  that,  as  of the date of this Certificate, there exists no Event of
Default  or  Default  Condition.

          Without  limiting  the  generality  of  the  foregoing, Borrower is in
compliance  with  all  financial  covenants referenced in Section 12 of the Loan
Agreement  and  specified  in  Supplement  A  thereto,  as  demonstrated  by the
                               -------------
computations  attached  hereto.

          The  undersigned  requests  an  Advance  on this date in the amount of
$_____________,  which  Advance  shall  constitute  a  [Prime  Borrowing][LIBOR
Borrowing].


          WITNESS  my  hand  as  of  ____________,  20__.



                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________


<PAGE>