<PAGE>   1
                                                                   Exhibit 10.24

                        THIRD LOAN MODIFICATION AGREEMENT


         This Third Loan Modification Agreement is entered into as of November
30, 1999, by and between ALLAIRE CORPORATION, a Delaware corporation with its
principal place of business at One Alewife Center, Cambridge, Massachusetts
02140 ("Borrower") and SILICON VALLEY BANK, a California-chartered bank
("Bank"), with its principal place of business at 3003 Tasman Drive, Santa
Clara, CA 95054 and with a loan production office located at Wellesley Office
Park, 40 William Street, Suite 350, Wellesley, MA 02481, doing business under
the name "Silicon Valley East".

1.       DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which
may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a
loan arrangement dated as of March 26, 1998, evidenced by, among other
documents, a certain Loan and Security Agreement dated as of March 26, 1998, as
amended by certain Loan Modification Agreements dated as of August 6, 1998 and
December 9, 1998 (as amended, the "Loan Agreement"). The Loan Agreement
established in favor of the Borrower a revolving line of credit in the maximum
principal amount of Two Million Dollars ($2,000,000.00) (the "Committed
Revolving Line"). Capitalized terms used but not otherwise defined herein shall
have the same meaning as in the Loan Agreement.

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness".

2.       DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by
the Collateral as described in the Loan Agreement (together with any other
collateral security granted to Bank, the "Security Documents").

Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Indebtedness shall be referred to as the "Existing
Loan Documents".

3.       DESCRIPTION OF CHANGE IN TERMS.

         1.       MODIFICATION(S) TO LOAN AGREEMENT.

                  1.       The Loan Agreement shall be amended by deleting the
                           following definition appearing in Section 1.1
                           thereof:

                                     ""Committed Revolving Line" means a credit
                                     extension of up to Two Million Dollars
                                     ($2,000,000.00)."

                           and inserting in lieu thereof the following:

                                     ""Committed Revolving Line" means a credit
                                     extension of up to Twelve Million Five
                                     Hundred Thousand Dollars ($12,500,000.00),
                                     less the face amount of outstanding Letters
                                     of Credit issued pursuant to Section 2.1.2
                                     hereof."

                  2.       The Loan Agreement shall be amended by inserting
                           immediately after the definition of "ERISA" appearing
                           in Section 1.1 thereof the following definitions:

                                     ""Exchange Contract" has the meaning set
                                     forth in Section 2.1.3.

                                     "Foreign Exchange Reserve" has the meaning
                                     set forth in Section 2.1.3."



<PAGE>   2

                  3.       The Loan Agreement shall be amended by deleting the
                           following definition appearing in Section 1.1
                           thereof:

                                     ""Maturity Date" means the earlier of (i)
                                     March 26, 1999 or (ii) the Equity Event."

                           and inserting in lieu thereof the following:

                                     ""Maturity Date" means November 30, 2000."

                  4.       The Loan Agreement shall be amended by deleting the
                           following text appearing as the first sentence of
                           Section 2.1.1(a) thereof:

                                    "Subject to and upon the terms and
                                    conditions of this Agreement, Bank agrees to
                                    make Advances to Borrower in an aggregate
                                    outstanding amount not to exceed (i) the
                                    Committed Revolving Line or the Borrowing
                                    Base, whichever is less, minus (ii) the face
                                    amount of all outstanding Letters of Credit
                                    (including drawn but unreimbursed Letters of
                                    Credit)."

                           and inserting in lieu thereof the following:

                                    "Subject to and upon the terms and
                                    conditions of this Agreement, Bank agrees to
                                    make Advances to Borrower in an aggregate
                                    outstanding amount not to exceed (i) the
                                    Committed Revolving Line or the Borrowing
                                    Base, whichever is less, minus (ii) the
                                    Foreign Exchange Reserve."

                  5.       The Loan Agreement shall be amended by deleting the
                           following text appearing as paragraph (a) in Section
                           2.1.2 thereof entitled "Letters of Credit":

                                    "Subject to the terms and conditions of this
                                    Agreement, Bank agrees to issue or cause to
                                    be issued Letters of Credit for the account
                                    of Borrower in an aggregate outstanding face
                                    amount not to exceed (i) the lesser of the
                                    Committed Revolving Line or the Borrowing
                                    Base, minus (ii) the then outstanding
                                    principal balance of the Advances; PROVIDED
                                    that the face amount of outstanding Letters
                                    of Credit (including drawn but unreimbursed
                                    Letters of Credit and any Letter of Credit
                                    Reserve) shall not in any case exceed Eight
                                    Hundred Thousand Dollars ($800,000.00). Each
                                    Letter of Credit shall have an expiry date
                                    no later the Maturity Date. All Letters of
                                    Credit shall be, in form and substance,
                                    acceptable to Bank in its sole discretion
                                    and shall be subject to the terms and
                                    conditions of Bank's form of standard
                                    Application and Letter of Credit Agreement."

                           and inserting in lieu thereof the following:

                                    "Subject to the terms and conditions of this
                                    Agreement, Bank agrees to issue or cause to
                                    be issued Letters of Credit for the account
                                    of Borrower provided that the aggregate
                                    outstanding face amount of such Letters of
                                    Credit shall not exceed (i) the Committed
                                    Revolving Line, minus (ii) the then
                                    outstanding principal balance of the
                                    Advances, Foreign Exchange Reserve, and all
                                    other Obligations hereunder (exclusive of
                                    undrawn Letters of Credit). Each Letter of



                                       2
<PAGE>   3


                                    Credit shall have an expiry date no later
                                    than two hundred seventy (270) days after
                                    the Maturity Date provided that Borrower's
                                    Letter of Credit reimbursement obligation
                                    shall be secured by cash on terms acceptable
                                    to Bank at any time after the Maturity Date
                                    if the term of this Agreement is not
                                    extended by Bank. All Letters of Credit
                                    shall be, in form and substance, acceptable
                                    to Bank in its sole discretion and shall be
                                    subject to the terms and conditions of
                                    Bank's form of standard Application and
                                    Letter of Credit Agreement."

                  6.       The Loan Agreement shall be amended by inserting
                           immediately after Section 2.1.2 thereof the following
                           new section entitled "Foreign Exchange Contracts;
                           Foreign Exchange Settlements":

                                     "2.1.3 FOREIGN EXCHANGE CONTRACT; FOREIGN
                                     EXCHANGE SETTLEMENTS.

                                    (a) Subject to the terms of this Agreement,
                                    Borrower may enter into foreign exchange
                                    contracts with the Bank (the "Exchange
                                    Contracts") not to exceed an aggregate
                                    amount of Twelve Million Five Hundred
                                    Thousand Dollars ($12,500,000.00) (the
                                    "Contract Limit"), pursuant to which Bank
                                    shall sell to or purchase from Borrower
                                    foreign currency on a spot or future basis.
                                    Borrower shall not request any Exchange
                                    Contracts at any time it is out of
                                    compliance with any of the provisions of
                                    this Agreement. All Exchange Contracts must
                                    provide for delivery of settlement on or
                                    before the Maturity Date. The amount
                                    available under the Committed Revolving Line
                                    at any time shall be reduced by the
                                    following amounts (the "Foreign Exchange
                                    Reserve") on any given day (the
                                    "Determination Date"): (i) on all
                                    outstanding Exchange Contracts on which
                                    delivery is to be effected or settlement
                                    allowed more than two business days after
                                    the Determination Date, 10% of the gross
                                    amount of the Exchange Contracts; plus (ii)
                                    on all outstanding Exchange Contracts on
                                    which delivery is to be effected or
                                    settlement allowed within two business days
                                    after the Determination Date, 100% of the
                                    gross amount of the Exchange Contracts.

                                    (b) Bank may, in its discretion, terminate
                                    the Exchange Contracts at any time (a) that
                                    an Event of Default occurs or (b) that there
                                    is no sufficient availability under the
                                    Committed Revolving Line and Borrower does
                                    not have available funds in its bank account
                                    to satisfy the Foreign Exchange Reserve. If
                                    Bank terminates the Exchange Contracts, and
                                    without limitation of any applicable
                                    indemnities, Borrower agrees to reimburse
                                    Bank for any and all fees, costs and
                                    expenses relating thereto or arising in
                                    connection therewith.

                                    (c) Borrower shall not permit the total
                                    gross amount of all Exchange Contracts on
                                    which delivery is to be effected and
                                    settlement allowed in any two business day
                                    period to be more than $300,000.00 (the
                                    "Settlement Limit") nor shall Borrower
                                    permit the total gross amount of all
                                    Exchange Contracts to which Borrower is a
                                    party, outstanding at any one time, to
                                    exceed the Contract Limit. Notwithstanding
                                    the above, however, the amount which may be
                                    settled in any two (2) business day period
                                    may be increased above the


                                       3
<PAGE>   4

                                    Settlement Limit up to, but in no event to
                                    exceed, the amount of the Contract Limit
                                    under either of the following circumstances:

                                            (i) if there is sufficient
                                            availability under the Committed
                                            Revolving Line in the amount of the
                                            Foreign Exchange Reserve as of each
                                            Determination Date, provided that
                                            Bank in advance shall reserve the
                                            full amount of the Foreign Exchange
                                            Reserve against the Committed
                                            Revolving Line; or

                                            (ii) if there is insufficient
                                            availability under the Committed
                                            Revolving Line, as to settlements
                                            within any two (2) business day
                                            period, provided that Bank, in its
                                            sole discretion, may: (A) verify
                                            good funds overseas prior to
                                            crediting Borrower's deposit account
                                            with Bank (in the case of Borrower's
                                            sale of foreign currency); or (B)
                                            debit Borrower's deposit account
                                            with Bank prior to delivering
                                            foreign currency overseas (in the
                                            case of Borrower's purchase of
                                            foreign currency).

                                    (d) In the case of Borrower's purchase of
                                    foreign currency, Borrower in advance shall
                                    instruct Bank upon settlement either to
                                    treat the settlement amount as an advance
                                    under the Committed Revolving Line, or to
                                    debit Borrower's account for the amount
                                    settled.

                                    (e) Borrower shall execute all standard form
                                    applications and agreements of Bank in
                                    connection with the Exchange Contracts and,
                                    without limiting any of the terms of such
                                    applications and agreements, Borrower will
                                    pay all standard fees and charges of Bank in
                                    connection with the Exchange Contracts.

                                    (f) Without limiting any of the other terms
                                    of this Agreement or any such standard form
                                    applications and agreement of Bank, Borrower
                                    agrees to indemnify Bank and hold it
                                    harmless, from and against any and all
                                    claims, debts, liabilities, demands,
                                    obligations, actions, costs and expenses
                                    (including, without limitation, reasonable
                                    attorneys' fees and any costs arising out of
                                    the failure of the Borrower to fulfill its
                                    obligations on a timely basis) which the
                                    Bank incurs arising out of or in any way
                                    relating to any of the Exchange Contracts or
                                    any transactions contemplated thereby
                                    (collectively, the "Foreign Exchange
                                    Costs"), provided, however, in no event
                                    shall the Borrower be responsible for
                                    Foreign Exchange Costs to the extent (i)
                                    caused by the Bank's gross negligence or
                                    willful misconduct, or (ii) attributable to
                                    Exchange Contracts entered into by the Bank
                                    for the benefit of other parties."

                  7.       The Loan Agreement shall be amended by deleting the
                           following text appearing as Section 2.2 thereof
                           entitled "Overadvances":

                                    "2.2 OVERADVANCES. If, at any time or for
                                    any reason, the amount of Obligations owed
                                    by Borrower to Bank pursuant to Section
                                    2.1.1 or 2.1.2 of this Agreement is greater
                                    than the lesser of (i) the


                                       4



<PAGE>   5


                                     Committed Revolving Line or (ii) the
                                     Borrowing Base, Borrower shall immediately
                                     pay to Bank, in cash, the amount of such
                                     excess."

                           and inserting in lieu thereof the following:

                                     "2.2 OVERADVANCES. If, at any time or for
                                     any reason, the amount of Obligations owed
                                     by Borrower to Bank pursuant to Section
                                     2.1.1 and 2.1.3 of this Agreement is
                                     greater than: (a) the lesser of (i) the
                                     Committed Revolving Line or (ii) the
                                     Borrowing Base, minus (b) the Foreign
                                     Exchange Reserve, Borrower shall
                                     immediately pay to Bank, in cash, the
                                     amount of such excess."


                  8.       The Loan Agreement shall be amended by deleting the
                           following text appearing as Section 2.3(a) thereof
                           entitled "Interest Rate":

                                     "(a) INTEREST RATE. Except as set forth in
                                     Section 2.3(b), any Advances shall bear
                                     interest, on the average daily balance
                                     thereof, at a per annum rate equal to One
                                     percentage point (1.00%) above the Prime
                                     Rate."

                           and inserting in lieu thereof the following:

                                     "(a) INTEREST RATE. Except as set forth in
                                     Section 2.3(b), any Advances shall bear
                                     interest, effective as of November 30,
                                     1999, on the average daily balance thereof,
                                     at a per annum rate equal to the Prime
                                     Rate."

                  9.       The Loan Agreement shall be amended by deleting
                           Section 6.3 in its entirety and inserting in lieu
                           thereof the following:

                                    "6.3 FINANCIAL STATEMENTS, REPORTS,
                                    CERTIFICATES. Borrower shall deliver to
                                    Bank: (a) as soon as available, but in any
                                    event within forty-five (45) days after the
                                    end of each quarter, a company prepared
                                    consolidated balance sheet and income
                                    statement covering Borrower's consolidated
                                    operations during such period, in a form and
                                    certified by an officer of Borrower
                                    reasonably acceptable to Bank; (b) as soon
                                    as available, but in any event within one
                                    hundred twenty (120) days after the end of
                                    Borrower's fiscal year, audited consolidated
                                    financial statements of Borrower prepared in
                                    accordance with GAAP, consistently applied,
                                    together with an unqualified opinion on such
                                    financial statements of an independent
                                    certified public accounting firm reasonably
                                    acceptable to Bank; (c) promptly upon
                                    receipt of notice thereof, a report of any
                                    legal actions pending or threatened against
                                    Borrower or any Subsidiary that could result
                                    in damages or costs to Borrower or any
                                    Subsidiary of One Hundred Thousand


                                       5

<PAGE>   6

                                    Dollars ($100,000) or more; and (d) such
                                    budgets, sales projections, operating plans
                                    or other financial information as Bank may
                                    reasonably request from time to time.

                                            Within twenty-five (25) days after
                                    the last day of each month with respect to
                                    which either (i) Obligations under the
                                    Committed Revolving Line are outstanding, or
                                    (ii) Advances were made or Letters of Credit
                                    were issued, Borrower shall deliver to Bank
                                    a Borrowing Base Certificate signed by a
                                    Responsible Officer in substantially the
                                    form of EXHIBIT C hereto, together with aged
                                    listings of accounts receivable (by invoice
                                    date).

                                            Within forty-five (45) days after
                                    the last day of each quarter, Borrower shall
                                    deliver to Bank with the quarterly financial
                                    statements a Compliance Certificate signed
                                    by a Responsible Officer in substantially
                                    the form of EXHIBIT D hereto.

                                            Bank shall have a right from time to
                                    time hereafter to audit Borrower's Accounts
                                    at Borrower's expense (subject to Section
                                    2.5(c)), provided that such audits will be
                                    conducted no more often than every twelve
                                    (12) months unless an Event of Default has
                                    occurred and is continuing."

                  10.       The Loan Agreement shall be amended by deleting
                            Sections 6.8 and 6.9 in their entirety and inserting
                            in lieu thereof the following: 1.

                                    "6.8 ADJUSTED QUICK RATIO. Borrower shall
                                    maintain, as of the last day of each quarter
                                    with respect to which either (i) Obligations
                                    under the Committed Revolving Line are
                                    outstanding, or (ii) Advances were made or
                                    Letters of Credit were issued, a ratio of
                                    Quick Assets to Current Liabilities of at
                                    least 2.0 to 1.0. For calculation purposes
                                    of this Section 6.8, Current Liabilities
                                    shall (i) exclude "deferred maintenance
                                    revenue" and (ii) include all Credit
                                    Extensions under this Loan and Security
                                    Agreement.

                  11.      The Loan Agreement shall be amended by deleting the
                           following text appearing as the second sentence of
                           Section 7.2 entitled "Changes in Business, Ownership,
                           or Management, Business
                           Locations":

                                    "Borrower will not, without at least thirty
                                    (30) days prior written notification to
                                    Bank, issue any equity (other than in
                                    conjunction with stock-based awards granted
                                    under the Borrower's 1997 Stock Incentive
                                    Plan) relocate its chief executive office or
                                    add any new offices or business locations."

                           and inserting in lieu thereof the following:


                                       6

<PAGE>   7


                                   "Borrower will not, without at least thirty
                                    (30) days prior written notification to
                                    Bank, issue any equity which results in a
                                    material change in ownership or management
                                    (other than in conjunction with stock-based
                                    awards granted under the Borrower's Stock
                                    Incentive Plans), relocate its chief
                                    executive office or add any new offices or
                                    business locations."

                  12.      The Loan Agreement shall be amended by deleting the
                           following text appearing in Section 7.3 thereof
                           entitled "Mergers or Acquisitions":

                                    "and (iv) the aggregate purchase price for
                                    such transaction(s) will be a maximum amount
                                    of $1,000,000.00,"

                  13.      The Loan Agreement shall be amended by deleting the
                           following text appearing as Section 7.6 thereof:

                                    "7.6 DISTRIBUTIONS. Pay any dividends or
                                    make any other distribution or payment on
                                    account of or in redemption, retirement or
                                    purchase of any capital stock (other than
                                    distributions and payments made in
                                    conjunction with stock-based awards granted
                                    under the Borrower's 1997 Stock Incentive
                                    Plan)."

                           and inserting in lieu thereof the following:

                                    "7.6 DISTRIBUTIONS. Pay any dividends or
                                    make any other distribution or payment on
                                    account of or in redemption, retirement or
                                    purchase of any capital stock (other than
                                    distributions and payments made in
                                    conjunction with stock-based awards granted
                                    under the Borrower's Stock Incentive
                                    Plans)."

                  14.      The Loan Agreement shall be amended by inserting
                           therein the following text to appear as the last
                           paragraph of Section 9.1 entitled "Rights and
                           Remedies":

                                    "(k) Liquidate any Exchange Contracts not
                                    yet settled and demand that Borrower
                                    immediately deposit cash with Bank in an
                                    amount sufficient to cover any losses
                                    incurred by Bank due to liquidation of the
                                    Exchange Contracts at the then prevailing
                                    market price."

                  15.      The Borrower hereby ratifies, confirms and reaffirms,
                           all and singular, the terms and conditions of a
                           certain Negative Pledge Agreement dated as of March
                           26, 1998 between Borrower and Bank, and acknowledges,
                           confirms and agrees that said Negative Pledge
                           Agreement shall remain in full force and effect.

                  16.      The Borrowing Base Certificate appearing as EXHIBIT C
                           to the Loan Agreement is hereby replaced with the
                           Borrowing Base Certificate attached as EXHIBIT A
                           hereto.

                  17.      The Compliance Certificate appearing as EXHIBIT D to
                           the Loan Agreement is hereby replaced with the
                           Compliance Certificate attached as EXHIBIT B hereto.

4.       FEE. Borrower shall pay to Bank a modification fee equal to Thirty-One
Thousand Two Hundred Fifty Dollars ($31,250.00), which fee shall be due on the
date hereof and shall be deemed fully earned as of the date hereof.



                                       7

<PAGE>   8


5.       CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.

6.       RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted
to the Bank, and confirms that the indebtedness secured thereby includes,
without limitation, the Indebtedness.

7.       NO DEFENSES OF BORROWER. Borrower agrees that, as of this date, it has
no defenses against the obligations to pay any amounts under the Indebtedness.

8.       CONTINUING VALIDITY. Borrower understands and agrees that in modifying
the existing Indebtedness, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Existing Loan Documents. Except
as expressly modified pursuant to this Loan Modification Agreement, the terms of
the Existing Loan Documents remain unchanged and in full force and effect.
Bank's agreement to modifications to the existing Indebtedness pursuant to this
Loan Modification Agreement in no way shall obligate Bank to make any future
modifications to the Indebtedness. Nothing in this Loan Modification Agreement
shall constitute a satisfaction of the Indebtedness. It is the intention of Bank
and Borrower to retain as liable parties all makers of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker will be
released by virtue of this Loan Modification Agreement.

9.       JURISDICTION/VENUE. Borrower accepts for itself and in connection with
its properties, unconditionally, the non-exclusive jurisdiction of any state or
federal court of competent jurisdiction in the Commonwealth of Massachusetts in
any action, suit, or proceeding of any kind against it which arises out of or by
reason of this Loan Modification Agreement; provided, however, that if for any
reason Bank cannot avail itself of the courts of the Commonwealth of
Massachusetts, then venue shall lie in Santa Clara County, California.

10.      COUNTERSIGNATURE. This Loan Modification Agreement shall become
effective only when it shall have been executed by Borrower and Bank (provided,
however, in no event shall this Loan Modification Agreement become effective
until signed by an officer of Bank in California).




                                       8


<PAGE>   9


         This Loan Modification Agreement is executed as a sealed instrument
under the laws of the Commonwealth of Massachusetts as of the date first written
above.

BORROWER:                                   BANK:

ALLAIRE CORPORATION                         SILICON VALLEY BANK, doing
                                            business as SILICON VALLEY EAST


By: /s/ David A. Gerth                      By: /s/ Michael Tramack
    -----------------------------------         --------------------------------

Name: David A. Gerth                        Name: Michael Tramack
    -----------------------------------         --------------------------------

Title: CFO                                  Title: Assistant Vice President
    -----------------------------------         --------------------------------


                                            SILICON VALLEY BANK

                                            By: /s/ Michael Jordan
                                                --------------------------------

                                            Name: Michael Jordan
                                                --------------------------------

                                            Title: AVP
                                                --------------------------------
                                                (signed in Santa Clara County,
                                                 California)






                                       9
<PAGE>   10


                                    EXHIBIT A
                           BORROWING BASE CERTIFICATE

Borrower:    ALLAIRE CORPORATION                     Bank:   Silicon Valley Bank

Commitment Amount: $12,500,000.00, less the face amount of outstanding Letters
of Credit issued pursuant to Section 2.1.2

ACCOUNTS RECEIVABLE

1)       Accounts Receivable Book Value as of              $
                                              --------      --------------------
2)       Additions (please explain on reverse)             $
                                                            --------------------
3)       TOTAL ACCOUNTS RECEIVABLE                         $
                                                            --------------------

ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)

4)       Amounts over 90 days due                           $
                                                             -------------------
5)       Balance of 50% over 90 day accounts                $
                                                             -------------------
6)       Concentration Limits                               $
                                                             -------------------
7)       Foreign Accounts                                   $
                                                             -------------------
8)       Governmental Accounts                              $
                                                             -------------------
9)       Contra Accounts                                    $
                                                             -------------------
10)      Promotion or Demo Accounts                         $
                                                             -------------------
11)      Intercompany/Employee Accounts                     $
                                                             -------------------
12)      Other (please explain on reverse)                  $
                                                             -------------------
13)      TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS               $
                                                             -------------------
14)      Eligible Accounts (#3 minus #13)                   $
                                                             -------------------
15)      LOAN VALUE OF ACCOUNTS (80.0% of #14)              $
                                                             -------------------

BALANCES

16)      Maximum Loan Amount                                $
                                                             -------------------
17)      Total Funds Available [Lesser of #16 or #15]       $
                                                             -------------------
18)      Present balance owing on Line of Credit            $
                                                             -------------------
19)      Outstanding under Sublimits (F/E)                  $
                                                             -------------------
20)      RESERVE POSITION (#17 minus #18 and #19)           $
                                                             -------------------

The undersigned represents and warrants that the foregoing is true, complete and
correct, and that the information reflected in this Borrowing Base Certificate
complies with the representations and warranties set forth in the Loan and
Security Agreement between the undersigned and Silicon Valley Bank.

COMMENTS:                            ==================================
                                                BANK USE ONLY
                                     ==================================
---------------------------
                                      RECEIVED BY:____________________
By: _______________________
       Authorized Signer              DATE:________________

                                      REVIEWED BY:____________________

                                      COMPLIANCE STATUS:  YES / NO

                                     ===================================






                                       10






<PAGE>   11


                                    EXHIBIT B
                             COMPLIANCE CERTIFICATE

TO:               SILICON VALLEY BANK

FROM:             ALLAIRE CORPORATION

         The undersigned authorized officer of ALLAIRE CORPORATION hereby
certifies that in accordance with the terms and conditions of the Loan and
Security Agreement between Borrower and Bank (the "Agreement"), (i) Borrower is
in complete compliance for the period ending _________ with all required
covenants except as noted below and (ii) all representations and warranties of
Borrower stated in the Agreement are true and correct in all material respects
as of the date hereof. Attached herewith are the required documents supporting
the above certification. The Officer further certifies that these are prepared
in accordance with Generally Accepted Accounting Principles (GAAP) and are
consistently applied from one period to the next except as explained in an
accompanying letter or footnotes. The Officer expressly acknowledges that no
borrowings may be requested by the Borrower at any time or date of determination
that Borrower is not in compliance with any of the terms of the Agreement, and
that such compliance is determined not just at the date this certificate is
delivered.

  PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN.
<TABLE>
<CAPTION>

         REPORTING COVENANT                          REQUIRED                           COMPLIES
         ------------------                          --------                           --------
         <S>                                <C>                                          <C>   <C>
         Financial statements & CC          Quarterly 45 days                            Yes   No
         Annual (CPA Audited)               FYE within 120 days (w/ CC)                  Yes   No
         Monthly BBC & A/R Agings           Monthly within 25 days (when borrowing)      Yes   No
                        (by invoice date)

</TABLE>
<TABLE>
<CAPTION>


         FINANCIAL COVENANT                          REQUIRED                    ACTUAL       COMPLIES
         ------------------                          --------                    ------       --------

         <S>                                         <C>                         <C>           <C>   <C>
         Maintain (quarterly):

         Minimum Adjusted Quick Ratio                2.0:1.0 (when borrowing)    ____:1.0      Yes   No

         Minimum Tangible Net Worth                  $1,5000,000                 $________     Yes   No
                                                      (when borrowing)
</TABLE>




                                      ==================================
                                                 BANK USE ONLY
                                      ==================================

                                       RECEIVED BY:____________________

                                       DATE:________________

                                       REVIEWED BY:____________________

                                       COMPLIANCE STATUS:  YES / NO

                                      ===================================


COMMENTS REGARDING EXCEPTIONS:

Sincerely,

___________________    Date:_______________
SIGNATURE


------------------------
TITLE