<PAGE>

                                                                   Exhibit 10.40

                                CREDIT AGREEMENT

                                     BETWEEN

                               FLEET NATIONAL BANK

                                       AND

                                 ePRESENCE, INC.

                             Dated: October 6, 2000

                                  -------------
<PAGE>

                                Table of Contents

                                                                          Page
                                                                          ----

SECTION I.    DEFINITIONS....................................................1
      1.1.  Definitions......................................................1
      1.2.  Rules of Interpretation.........................................14
SECTION II.   DESCRIPTION OF CREDIT.........................................15
      2.1.  Loans...........................................................15
      2.2.  The Note........................................................16
      2.3.  Notice and Manner of Borrowing or Conversion of Loans...........16
      2.4.  Interest Rates and Payments of Interest.........................17
      2.5.  Fees............................................................18
      2.6.  Payments and Prepayments of the Loans...........................19
      2.7.  Method of Payments..............................................20
      2.8.  Indemnity.......................................................20
      2.9.  Computation of Interest and Fees................................21
      2.10.  Changed Circumstances; Illegality..............................21
      2.11.  Increased Costs................................................22
      2.12.  Capital Requirements...........................................23
SECTION IIA   LETTERS OF CREDIT.............................................23
      2A.1.  Issuance.......................................................23
      2A.2.  Reimbursement Obligation of the Borrower.......................24
      2A.3.  Letter of Credit Payments......................................24
      2A.4.  Obligations Absolute...........................................25
      2A.5.  Reliance by the Issuing Bank and the Lender....................25
SECTION III.  CONDITIONS OF LOANS AND LETTERS OF CREDIT.....................26
      3.1.  Conditions Precedent to Initial Loans...........................26
      3.2.  Conditions Precedent to all Loans and Letters of Credit.........27
SECTION IV.   REPRESENTATIONS AND WARRANTIES................................29
      4.1.  Organization; Qualification; Business...........................29
      4.2.  Corporate Authority.............................................29
      4.3.  Valid Obligations...............................................29
      4.4.  Consents or Approvals...........................................30
      4.5.  Title to Properties; Absence of Encumbrances....................30
      4.6.  Financial Statements............................................30
      4.7.  Changes.........................................................31
      4.8.  Solvency........................................................31
      4.9.  Defaults........................................................31
      4.10.  Taxes..........................................................31
      4.11.  Litigation.....................................................31
      4.12.  Subsidiaries...................................................31
      4.13.  Investment Company Act.........................................32
      4.14.  Compliance.....................................................32
      4.15.  ERISA..........................................................32
      4.16.  Environmental Matters..........................................32
      4.17.  Restrictions on the Borrower...................................34


                                       i
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                                Table of Contents
                                -----------------
                                   (continued)
                                                                          Page
                                                                          ----

      4.18.  Labor Relations................................................34
      4.19.  Margin Rules...................................................34
      4.20.  Disclosure.....................................................34
      4.21.  Intellectual Property..........................................34
SECTION V.    AFFIRMATIVE COVENANTS.........................................35
      5.1.  Financial Statements............................................35
      5.2.  Conduct of Business.............................................37
      5.3.  Maintenance and Insurance.......................................37
      5.4.  Taxes...........................................................38
      5.5.  Inspection......................................................38
      5.6.  Maintenance of Books and Records................................38
      5.7.  Use of Proceeds.................................................38
      5.8.  Further Assurances..............................................38
      5.9.  Notification Requirements.......................................38
      5.10.  ERISA Reports; Compliance......................................39
      5.11.  Environmental Compliance.......................................39
      5.12.  Inactive Subsidiaries..........................................40
SECTION VI.   FINANCIAL COVENANTS...........................................40
      6.1.  Consolidated Net Worth..........................................40
      6.2.  Leverage Ratio..................................................41
      6.3.  Interest Coverage...............................................41
      6.4.  Quick Ratio.....................................................41
SECTION VII.  NEGATIVE COVENANTS............................................41
      7.1.  Indebtedness....................................................41
      7.2.  Contingent Liabilities..........................................42
      7.3.  Encumbrances....................................................42
      7.4.  Consolidation, Merger or Acquisition, Dispositions..............43
      7.5.  Subsidiaries....................................................45
      7.6.  Restricted Payments.............................................45
      7.7.  Investments; Purchases of Assets................................45
      7.8.  ERISA Compliance................................................46
      7.9.  Transactions with Affiliates....................................46
      7.10.  Fiscal Year....................................................46
SECTION VIII. DEFAULTS......................................................47
      8.1.  Events of Default...............................................47
      8.2.  Remedies........................................................48
SECTION IX.   ASSIGNMENT AND PARTICIPATION..................................49
      9.1.  Assignment......................................................49
      9.2.  Participations..................................................50
SECTION X.    GENERAL.......................................................51
      10.1.  Notices........................................................51
      10.2.  Expenses.......................................................52
      10.3.  Indemnification................................................52


                                       ii
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                                Table of Contents
                                -----------------
                                   (continued)
                                                                          Page
                                                                          ----

      10.4.  Survival of Covenants, Etc.....................................53
      10.5.  Set-Off........................................................53
      10.6.  No Waivers.....................................................53
      10.7.  Amendments, Waivers, etc.......................................54
      10.8.  Binding Effect of Agreement....................................54
      10.9.  Captions; Counterparts.........................................54
      10.10.  Entire Agreement, Etc.........................................54
      10.11.  Waiver of Jury Trial..........................................54
      10.12.  Governing Law.................................................55
      10.13.  Severability..................................................55
      10.14.  Replacement of Lost Notes.....................................55
      10.15.  Confidentiality...............................................55

                                    SCHEDULES

SCHEDULE 1 - Commitments of Lender
SCHEDULE 2 - Outstanding Letters of Credit

                                    EXHIBITS

EXHIBIT A - Form of Revolving Credit Note
EXHIBIT B - Form of Notice of Borrowing or Conversion
EXHIBIT C - Disclosure
EXHIBIT D - Form of Report of Chief Financial Officer
EXHIBIT E - Form of Borrowing Base Report


                                      iii
<PAGE>

                                CREDIT AGREEMENT

      THIS CREDIT AGREEMENT is made as of October 6, 2000, by and between
ePresence, Inc., a Massachusetts corporation, having its chief executive office
at 120 Flanders Road, P.O. Box 5013, Westboro, MA 01581-5013 (the "Borrower"),
and FLEET NATIONAL BANK, a national bank having its head office at 100 Federal
Street, Boston, Massachusetts 02110 ("Fleet" or the "Lender").

      WHEREAS, the Borrower has requested the Lender to extend credit in the
form of loans and letters of credit, and the Lender is willing to make loans to
the Borrower and the Issuing Bank (as defined in Section I) is willing to issue
Letters of Credit, in each case on the terms and subject to the conditions set
forth herein.

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

                                   SECTION I.

                                   DEFINITIONS

      1.1.  Definitions.

      All capitalized terms used in this Agreement or in the Notes or in any
certificate, report or other document made or delivered pursuant to this
Agreement (unless otherwise defined therein) shall have the meanings assigned to
them below:

      Accounts Receivable and Accounts. All of the accounts, accounts
receivable, notes, bills, drafts, acceptances, instruments, documents and
chattel paper of the Borrower and all other debts, obligations and liabilities
in whatever form owing to the Borrower from any Person for goods sold or for
services rendered, or however otherwise established or created, all guarantees
and security therefor, all right, title and interest of the Borrower in the
goods or services which gave rise thereto, including rights to reclamation and
stoppage in transit and all rights of an unpaid seller of goods or services;
whether any of the foregoing be now existing or hereafter arising, now or
hereafter received by or owing or belonging to the Borrower.

      Affected Loans. See Section 2.10.

      Affiliate. With reference to any Person, (i) any director, officer or
employee of that Person, (ii) any other Person controlling, controlled by or
under direct or indirect common control of that Person, (iii) any other Person
directly or indirectly holding 5% or more of any class of the capital stock or
other equity interests (including options, warrants, convertible securities and
similar rights) of that Person and (iv) any other Person 5% or more of any class
of whose capital stock or other equity interests (including options, warrants,
convertible securities and similar rights) is held directly or indirectly by
that Person.
<PAGE>

      Agreement. This Credit Agreement, including the Exhibits and Schedules
hereto, as the same may be supplemented, amended or restated from time to time.

      Alternate Prime Rate. The greater of (i) the rate of interest announced
from time to time by Fleet at its head office as its "Prime Rate", and (ii) the
Federal Funds Effective Rate plus 1/2 of 1% per annum (rounded upwards, if
necessary, to the next 1/8 of 1%). The Prime Rate is a reference rate and does
not necessarily represent the lowest or best rate being charged to any customer.
Any change in the Prime Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change without notice or
demand of any kind.

      Applicable Margin. As of any date, with respect to Prime Rate Loans, LIBOR
Loans, Commitment Fees or Letter of Credit Fees, the applicable percentage set
forth below opposite the applicable Leverage Ratio in effect at such date,
provided, however that during the period from the Closing Date through and
including the date upon which Fleet receives the audited financial statements
required pursuant to Section 5.1(a) for the fiscal year ending December 31,
2000, the Leverage Ratio shall be deemed to be less than 1.00, but greater than
or equal to 0.50 for purposes of determining the Applicable Margin:

                                  Applicable Margin
                       --------------------------------------

       Leverage        Prime Rate       LIBOR       Commitment      Letter of
        Ratio             Loans         Loans           Fee        Credit Fee
        -----             -----         -----           ---        ----------
 Less than 1.00:1.00,     0.75%         2.25%          0.35%          2.25%
 but greater than or
  equal to 0.50:1.00
 Less than 0.50:1.00      0.50%         1.75%          0.25%          1.75%

      Assignee. See Section 9.1.

      Available Cash. All cash and cash equivalents of the Borrower and its
Subsidiaries, plus any items of the type described in clauses (i) through (iv)
under the definition of Qualified Investments, plus the aggregate Equity
Derivative Base Amount of approved Equity Derivative Contracts.

      Banyan Intellectual Property. The Intellectual Property of the Borrower
used in connection with or relating to the business conducted by the Borrower
and its predecessors under the name Banyan Systems Incorporated, including
without limitation the Intellectual Property as set forth on Exhibit C, but in
no event any Intellectual Property which generates a material amount of revenue
for the Borrower or its Subsidiaries in their current businesses.

      Banyan Intellectual Property Disposition. The disposition by the Borrower,
by sale or otherwise, of all Banyan Intellectual Property.

      Borrower. See Preamble.


                                      -2-
<PAGE>

      Borrower Security Agreement. The Security Agreement, dated as of the
Closing Date, made by the Borrower in favor of the Lender, as amended and in
effect from time to time.

      Borrower's Accountants. PriceWaterhouseCoopers, or such other independent
certified public accountants as are selected by the Borrower and reasonably
acceptable to the Lender.

      Borrowing Base. An amount equal to (a) the sum of 85% of the unpaid face
amount of all Eligible Accounts.

      Borrowing Base Report. A report signed by any Responsible Officer and in
substantially the form of Exhibit E hereto.

      Business Day. (i) For all purposes other than as covered by clause (ii)
below, any day other than a Saturday, Sunday or legal holiday on which banks in
Boston, Massachusetts are open for the conduct of a substantial part of their
commercial banking business; and (ii) with respect to all notices and
determinations in connection with, and payments of principal and interest on,
LIBOR Loans, any day that is a Business Day described in clause (i) and that is
also a day on which dealings in U.S. dollar deposits are also carried on in the
London interbank market and banks are open for business in London.

      Capital Expenditures. Without duplication, any expenditure for fixed or
capital assets, leasehold improvements, capital leases, installment purchases of
machinery and equipment, acquisitions of real estate and other similar
expenditures including (i) in the case of a purchase, the entire purchase price,
whether or not paid during the fiscal period in question, (ii) in the case of a
capital lease, the capitalized amount (as determined under GAAP) of the
obligations under such lease to pay rent and other amounts, and (iii)
expenditures in any construction in progress account of the Borrower.

      Closing Date. The first date on which the conditions set forth in Sections
3.1 and 3.2 have been satisfied and any Loans are to be made, or Letters of
Credit are to be issued or deemed issued hereunder.

      Code. The Internal Revenue Code of 1986 and the rules and regulations
thereunder, collectively, as the same may from time to time be supplemented or
amended and remain in effect.

      Collateral. All of the property, rights and interests of the Borrower and
the Guarantors that are or are intended to be subject to the security interests
and liens created by the Security Documents.

      Commitment. The Revolving Credit Commitment.

      Commitment Fee. See Section 2.5(a).

      Consents. See Section 7.4(b)(iii).


                                      -3-
<PAGE>

      Consolidated Current Liabilities. The aggregate amount of Indebtedness of
the Borrower and its Subsidiaries that may properly be classified as current
liabilities in accordance with GAAP and in any event including, without
limitation, (i) the Obligations and (ii) any other direct or indirect
Indebtedness and other liabilities of the Borrower and its Subsidiaries that are
payable on demand or within one year from the creation thereof, but excluding
Deferred Revenues and any liabilities of Switchboard.

      Consolidated Net Income. For any fiscal period, the consolidated net
income of the Borrower and its Subsidiaries for such period, as determined in
accordance with GAAP, except that in no event shall such consolidated net income
include: (i) any gain or loss arising from any write-up of assets, except to the
extent inclusion thereof shall be approved in writing by the Lender; (ii)
earnings of any Subsidiary accrued prior to the date it became a Subsidiary;
(iii) any extraordinary or nonrecurring gains; (iv) any deferred or other credit
representing any excess of the equity of any Subsidiary at the date of
acquisition thereof over the amount invested in such Subsidiary; (v) the net
earnings of any business entity (other than a Subsidiary) in which the Borrower
or any Subsidiary has an ownership interest, except to the extent such net
earnings shall have actually been received by the Borrower or such Subsidiary in
the form of cash distributions; (vi) the proceeds of any life insurance policy;
(vii) earnings or losses of Switchboard; and (viii) any reversal of any
contingency reserve, except to the extent that provision for such contingency
reserve shall be made from income arising during such period.

      Consolidated Net Worth. At any date as of which the amount thereof shall
be determined, the consolidated total assets of the Borrower and its
Subsidiaries, minus , without duplication, the following: (a) Consolidated Total
Liabilities, (b) any assets of Switchboard, and (c) the sum of any amounts
attributable to (i) all reserves not already deducted from assets or included in
Consolidated Total Liabilities, (ii) any write-up in the book value of assets
resulting from any revaluation thereof subsequent to the date of the Initial
Financial Statement, (iii) the value of any minority interests in Subsidiaries,
(iv) intercompany accounts with Subsidiaries and Affiliates (including
receivables due from Subsidiaries and Affiliates), (v) the value, if any,
attributable to any capital stock or other equity interests of the Borrower or
any Subsidiary held in treasury, and (vi) the value, if any, attributable to any
notes or subscriptions receivable due from equity holders in respect of capital
stock or other equity interests.

      Consolidated Tangible Net Worth. At any date as of which the amount
thereof shall be determined, the Consolidated Net Worth, minus the book value,
net of applicable reserves, of all intangible assets of the Borrower and its
Subsidiaries, including, without limitation, goodwill, trademarks, copyrights,
patents and any similar rights, and unamortized debt discount and expense.

      Consolidated Total Liabilities. At any date as of which the amount thereof
shall be determined, all obligations that should, in accordance with GAAP, be
classified as liabilities on the consolidated balance sheet of the Borrower and
its Subsidiaries, including in any event all Indebtedness and any deferred tax
liability, but excluding any liabilities of Switchboard and the value of any
minority interests of the Borrower in its Subsidiaries.


                                      -4-
<PAGE>

      Contra Customer. Any customer or other Person with whom the Borrower has a
contract or agreement of any kind (including an account payable) and in respect
of whom there is an Account included in Eligible Accounts.

      Default. An Event of Default or event or condition that, but for the
requirement that time elapse or notice be given, or both, would constitute an
Event of Default.

      Deferred Revenues. Any of the consolidated revenues of the Borrower and
its Subsidiaries recognition of which are required to be deferred in accordance
with GAAP.

      Drawdown Date. The Business Day on which any Loan is made or is to be made
or Letter of Credit is to be issued or deemed issued hereunder.

      EBITDA. For any fiscal period, an amount equal to Consolidated Net Income
for such period, plus the following (without duplication), to the extent
excluded or deducted in computing such Consolidated Net Income: (i) Interest
Expense, (ii) taxes, (iii) depreciation and (iv) amortization of goodwill and
other intangibles.

      Eligible Accounts. An Account Receivable which:

            (a) is not unpaid more than 90 days after invoice date and is not
more than 90 days past due under the original terms of sale;

            (b) arose in the ordinary course of business of the Borrower as a
result of services which have been performed for the account debtor or the sale
of goods which have been shipped to the account debtor;

            (c) is the legal, valid and binding obligation of the account debtor
thereunder, is assignable, is owned by the Borrower free and clear of all
Encumbrances (except in favor of the Lender) and is subject to a valid,
perfected first security interest of the Lender (and, if the account debtor is
the United States of America or any agency or instrumentality thereof, the right
to payment has been assigned to the Lender in compliance with the Assignment of
Claims Act of 1940, as amended) and is not evidenced by a promissory note or
other instrument;

            (d) has not been materially reduced and is not subject to material
reduction, as against the Borrower, its agents or the Lender, by any offset,
counterclaim, adjustment, credit, allowance or other defense, and as to which
there is no (and no basis for any) return, rejection, loss or damage of or to
the goods giving rise thereto, or any request for credit or adjustments known to
the Borrower;

            (e) is not uncollectible or reasonably likely to become
uncollectible for any reason, including, without limitation, return, rejection,
repossession, loss of or damage to the merchandise giving rise thereto, a
merchandise or other dispute, any bankruptcy, insolvency, adverse credit rating
or other financial difficulty of the account debtor, or any impediment to the
assertion of a claim or commencement of an action against the account debtor
(including as a consequence of the failure of the Borrower to be qualified or
licensed in any jurisdiction where


                                      -5-
<PAGE>

such qualification or licensing is required), all as reasonably determined by
the Lender in its sole discretion;

            (f) is not owing from any Affiliate of the Borrower;

            (g) is owing from an account debtor located in the United States;

            (h) is owing from an account debtor at least 80% of whose accounts
payable owing to the Borrower are Eligible Accounts;

            (i) if owing from any Contra Customer, will be eligible only to the
extent it exceeds the amount of the Borrower's accounts payable to such Contra
Customer; and

            (j) has not been designated by the Lender in its sole discretion by
notice to the Borrower as unacceptable for any reason.

      Eligible Equity Derivative Contracts. Equity Derivative Contracts
purchased by the Borrower in connection with Investments permitted under Section
7.7 of this Agreement from the Lender or an Affiliate of the Lender.

      Eligible Foreign Currency Contracts. Foreign Currency Contracts purchased
by the Borrower from the Lender.

      Eligible Interest Rate Contracts. Interest Rate Contracts purchased by the
Borrower from the Lender.

      Encumbrances. See Section 7.3.

      Environmental Laws. Any and all applicable federal, state and local
environmental, health or safety statutes, laws, regulations, rules and
ordinances (whether now existing or hereafter enacted or promulgated), and all
applicable judicial, administrative and regulatory decrees, judgments and
orders, including common law rulings and determinations, relating to injury to,
or the protection of, real or personal property or human health or the
environment, including, without limitation, all requirements pertaining to
reporting, licensing, permitting, investigation, remediation and removal of
emissions, discharges, releases or threatened releases of Hazardous Materials
into the environment or relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of such Hazardous
Materials.

      Equity Derivative Base Amount. In connection with any Equity Derivative
Contract which is approved by the Bank at the request of the Borrower, the
minimum amount of cash that the Borrower is assured of realizing as a result of
(a) liquidation of the underlying securities and (b) any required payment by the
counterparty thereunder as represented by the Borrower to the Bank and
acknowledged by the Bank, it being agreed that the Equity Derivative Contracts
dated January 21, 2000 and February 24, 2000 between BankBoston, N.A. and the
Borrower relating to an aggregate 400,000 shares of common stock of
Software.Com, Inc. is approved by the Bank for purposes of this definition based
upon the Borrower's representation that the Equity Derivative Base Amount in
connection therewith is $33,600,000.


                                      -6-
<PAGE>

      Equity Derivative Contracts. Puts, calls, collar contracts and any other
agreements or arrangements designed to provide protection against fluctuations
in prices of equity securities with respect to equity securities of (a)
Switchboard, (b) Software.com or (c) any other Person investments in which are
permitted under Section 7.7 of this Agreement or consented to in writing by the
Lender.

      ERISA. The Employee Retirement Income Security Act of 1974 and the rules
and regulations thereunder, collectively, as the same may from time to time be
supplemented or amended and remain in effect.

      ERISA Affiliate. Any trade or business, whether or not incorporated, that
is treated as a single employer with the Borrower under Section 414(b), (c), (m)
or (o) of the Code and Section 4001(a)(14) of ERISA.

      ERISA Event. (a) Any "reportable event," as defined in Section 4043 of
ERISA or the regulations issued thereunder, with respect to a Plan unless the
30-day notice requirement with respect to such event has been waived by the
PBGC; (b) the adoption of any amendment to a Plan that would require the
provision of security pursuant to Section 401(a)(29) of the Code or Section 307
of ERISA; (c) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (d) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (e) the incurrence of any liability under
Title IV of ERISA with respect to the termination of any Plan or the withdrawal
or partial withdrawal of the Borrower or any of its ERISA Affiliates from any
Plan or Multiemployer Plan; (f) the receipt by the Borrower of any ERISA
Affiliate from the PBGC or a plan administrator or any notice relating to the
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (g) the receipt by the Borrower or any ERISA Affiliate of any notice
concerning the imposition of Withdrawal Liability (as defined in Part I of
Subtitle E of Title IV of ERISA) with respect to any Multiemployer Plan or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence
of a "prohibited transaction" with respect to which the Borrower or any of the
Subsidiaries is a "disqualified person" (within the meaning of Section 4975 of
the Code) or with respect to which the Borrower or any such Subsidiary could
otherwise be liable; and (i) any other event or condition with respect to a Plan
or Multiemployer Plan that could reasonably be expected to result in liability
of the Borrower.

      Event of Default. Any event described in Section 8.1.

      Federal Funds Effective Rate. For any day, a fluctuating interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the
average of the quotations for such day on such transactions received by the
Lender from three Federal funds brokers of recognized standing selected by the
Lender.


                                      -7-
<PAGE>

      Foreign Currency Contracts. Forward contracts, hedge agreements, options
on any of the foregoing and any other agreements or arrangements designed to
provide protection against fluctuations in foreign currency exchange rates.

      GAAP. Generally accepted accounting principles, consistently applied.

      Guarantees. As applied to the Borrower and its Subsidiaries, all
guarantees, endorsements or other contingent or surety obligations with respect
to obligations of others whether or not reflected on the consolidated balance
sheet of the Borrower and its Subsidiaries, including any obligation to furnish
funds, directly or indirectly (whether by virtue of partnership arrangements, by
agreement to keep-well or otherwise), through the purchase of goods, supplies or
services, or by way of stock purchase, capital contribution, advance or loan, or
to enter into a contract for any of the foregoing, for the purpose of payment of
obligations of any other Person.

      Guarantors Security Agreements. Each of the Security Agreements, dated as
of the Closing Date, made by the Guarantors in favor of the Lender, each as
amended and in effect from time to time.

      Guarantors. Strategic Network Designs, Inc., a New Jersey corporation,
ePresence Web Consulting, Inc., a New Jersey corporation, ePresence Securities
Corporation, a Massachusetts corporation, ePresence International Incorporated,
a Massachusetts corporation, and all future domestic direct and indirect
Subsidiaries of the Borrower, but excluding any Inactive Subsidiaries and
Switchboard, unless and until the Borrower and/or a Subsidiary of the Borrower
owns directly or indirectly 100% of the outstanding equity securities of
Switchboard.

      Hazardous Material. Any substance (i) the presence of which in a waste
stream, in the environment or in the workplace requires or may hereafter require
notification, investigation, removal or remediation under any Environmental Law;
(ii) which is or becomes defined as a "hazardous waste", "hazardous material" or
"hazardous substance" or "pollutant" or "contaminant" under any present or
future Environmental Law or amendments thereto including, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act (42
U.S.C. Section 9601 et seq.); (iii) which is toxic, explosive, corrosive,
flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise
hazardous pursuant to any Environmental Law; or (iv) without limitation, which
contains gasoline, diesel fuel or other petroleum products, friable asbestos or
polychlorinated biphenyls ("PCB's").

      Inactive Subsidiaries. Coordinate.com Incorporated, a Massachusetts
corporation, Beyond Incorporated, a Massachusetts corporation, Banyan Systems
Asia Pacific Incorporated, a Massachusetts corporation, Banyan Systems (Taiwan)
Inc., a Massachusetts corporation, and any other Subsidiary of the Borrower
having assets with (i) a fair market value of less than $100,000 and (ii) less
than $25,000 in revenues for the immediately proceeding 12 month period

      Indebtedness. As applied to the Borrower and its Subsidiaries, without
duplication, (i) all obligations for borrowed money or other extensions of
credit whether secured or unsecured, absolute or contingent, including, without
limitation, unmatured reimbursement obligations with respect to letters of
credit or guarantees issued for the account of or on behalf of the Borrower


                                      -8-
<PAGE>

and its Subsidiaries and all obligations representing the deferred purchase
price of property, other than accounts payable arising in the ordinary course of
business, (ii) all obligations evidenced by bonds, notes, debentures or other
similar instruments, (iii) all obligations secured by any mortgage, pledge,
security interest or other lien on property owned or acquired by the Borrower or
any of its Subsidiaries whether or not the obligations secured thereby shall
have been assumed, (iv) that portion of all obligations arising under leases
that is required to be capitalized on the consolidated balance sheet of the
Borrower and its Subsidiaries, (v) all Guarantees, (vi) all obligations that are
immediately due and payable out of the proceeds of or production from property
now or hereafter owned or acquired by the Borrower or any of its Subsidiaries,
(vii) obligations in respect of Interest Rate Contracts, Equity Derivative
Contracts and Foreign Currency Contracts, and (viii) all other obligations
which, in accordance with GAAP, would be included as a liability on the
consolidated balance sheet of the Borrower and its Subsidiaries, but excluding
anything in the nature of capital stock, capital surplus and retained earnings.

      Initial Financial Statement. See Section 4.6.

      Intellectual Property. All (i) patents, patent applications, patent
disclosures and all related continuation, continuation-in-part, divisional,
reissue, reexamination, utility model, certificate of invention and design
patents, patent applications, registrations and applications for registrations,
(ii) trademarks, service marks, trade dress, logos, trade names and corporate
names and registrations and applications for registration thereof, (iii)
copyrights and registrations and applications for registration thereof, (iv)
computer software (in both source code and object form code), data and
documentation, (v) trade secrets and confidential business information, whether
patentable or unpatentable and whether or not reduced to practice, know-how,
manufacturing and production processes and techniques, research and development
information, copyrightable works, financial marketing and business data, pricing
and cost information, business and marketing plans and customer and supplier
lists and information, and (vi) other proprietary rights relating to any of the
foregoing.

      Intellectual Property Security Documents. The Memorandum of Grant of
Security Interest In Copyrights, Patent Collateral Security and Pledge
Agreement, and Trademark Collateral Security and Pledge Agreement, each dated as
of the date hereof

      Interest Expense. For any fiscal period, the consolidated interest expense
(including imputed interest on capitalized lease obligations) and amortized debt
discount on Indebtedness of the Borrower and its Subsidiaries for such period.

      Interest Period. With respect to each LIBOR Loan, the period commencing on
the date of the making or continuation of or conversion to such LIBOR Loan and
ending one (1), two (2), three (3) or six (6) months thereafter, as the Borrower
may elect in the applicable Notice of Borrowing or Conversion; provided that:

            (i) any Interest Period (other than an Interest Period determined
      pursuant to clause (iii) below) that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless such Business Day falls in the next


                                      -9-
<PAGE>

      calendar month, in which case such Interest Period shall end on the
      immediately preceding Business Day;

            (ii) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall, subject to clause (iii) below, end on the last Business Day
      of a calendar month;

            (iii) any Interest Period that would otherwise end after the
      Maturity Date shall end on the Maturity Date; and

            (iv) notwithstanding clause (iii) above, no Interest Period shall
      have a duration of less than one month, and if any Interest Period
      applicable to a Loan would be for a shorter period, such Interest Period
      shall not be available hereunder.

      Interest Rate Contracts. Interest rate swap agreements, interest rate
collar agreements, options on any of the foregoing and any other agreements or
arrangements designed to provide protection against fluctuations in interest
rates.

      Investment. As applied to the Borrower and its Subsidiaries, the purchase
or acquisition of any share of capital stock, partnership interest, evidence of
indebtedness or other equity security of any other Person (including any
Subsidiary), any loan, advance or extension of credit (excluding Accounts
Receivable arising in the ordinary course of business) to, or contribution to
the capital of, any other Person (including any Subsidiary), any real estate
held for sale or investment (but excluding the assignment or subletting of
excess leased space by the Borrower or its Subsidiaries in the ordinary course
of business), any securities or commodities futures contracts held, any other
investment in any other Person (including any Subsidiary), and the making of any
commitment or acquisition of any option to make an Investment.

      Issuing Bank. Fleet.

      Lender. See Preamble.

      Letter of Credit Applications. Applications for Letters of Credit in such
form as may be required by the Issuing Bank from time to time which are executed
and delivered by the Borrower to the Issuing Bank pursuant to Section 2A, as the
same may be amended or supplemented from time to time.

      Letter of Credit Fee. See Section 2.5(b).

      Letter of Credit Sublimit. $5,000,000.

      Letters of Credit. See Section 2A.l(a).

      Leverage Ratio. As of the end of any fiscal quarter, the ratio of (i)
Consolidated Total Liabilities as of the end of such fiscal quarter, to (ii)
Consolidated Tangible Net Worth as of the end of such fiscal quarter.


                                      -10-
<PAGE>

      LIBOR Loan. Any Loan bearing interest at a rate determined with reference
to the LIBOR Rate.

      LIBOR Rate. With respect to any LIBOR Loan for any Interest Period, the
rate of interest determined by the Lender to be the prevailing rate per annum at
which deposits in U.S. Dollars are offered to the Lender by first-class banks in
the interbank Eurodollar market in which it regularly participates on or about
10:00 a.m. (Boston time) two Business Days before the first day of such Interest
Period in an amount approximately equal to the principal amount of the LIBOR
Loan to which such Interest Period is to apply for a period of time
approximately equal to such Interest Period.

      Loan Documents. This Agreement, the Notes, the Letter of Credit
Applications, the Subsidiary Guaranty and the Security Documents, together with
any agreements, instruments or documents executed and delivered pursuant to or
in connection with any of the foregoing.

      Loans. The Loans made or to be made by the Lender to the Borrower pursuant
to Section II of this Agreement, including Revolving Credit Loans and unpaid
Reimbursement Obligations.

      Maximum Drawing Amount. The maximum aggregate amount from time to time
that beneficiaries may draw under outstanding Letters of Credit.

      Municipal Bonds. Notes, bonds and other obligations of political
subdivisions located in the United States of America that, as to principal and
interest, constitute direct obligations of such subdivisions.

      Multiemployer Plan. Any plan which is a Multiemployer Plan as defined in
Section 4001(a)(3) of ERISA.

      Note Record. Any internal record, including a computer record, maintained
by the Lender with respect to any Loan.

      Notes. The Revolving Credit Note and any other notes issued to Assignees
or Participants pursuant to Section IX.

      Notice of Borrowing or Conversion. The notice, substantially in the form
of Exhibit B hereto, to be given by the Borrower to the Lender to request a Loan
or to convert an outstanding Loan of one Type into a Loan of another Type, in
accordance with Section 2.3.

      Obligations. Any and all obligations of the Borrower to the Lender and the
Issuing Bank of every kind and description pursuant to or in connection with the
Loan Documents, Eligible Interest Rate Contracts, Eligible Equity Derivative
Contracts and Eligible Foreign Currency Contracts, direct or indirect, absolute
or contingent, primary or secondary, due or to become due, now existing or
hereafter arising, regardless of how they arise or by what agreement or
instrument, if any, and including obligations to perform acts and refrain from
taking action as well as obligations to pay money.


                                      -11-
<PAGE>

      Participant. See Section 9.2.

      Pension Plan. Any Plan which is an "employee pension benefit plan" (as
defined in ERISA).

      PBGC. The Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.

      Permitted Acquisition. See Section 7.4(a)

      Permitted Encumbrances. See Section 7.3.

      Person. Any individual, corporation, partnership, trust, unincorporated
association, business or other legal entity, and any government or governmental
agency or political subdivision thereof.

      Plan. Any "employee pension benefit plan" or "employee welfare benefit
plan" (each as defined in Section 3 of ERISA) maintained by the Borrower or any
Subsidiary.

      Pledge Agreement. The Pledge Agreement dated as of the Closing Date made
by the Borrower in favor of the Lender pledging the Borrower's outstanding
equity interests in the domestic Subsidiaries.

      Prime Rate Loan. Any Loan bearing interest determined with reference to
the Alternate Prime Rate.

      Prohibited Transaction. Any "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Code.

      Qualified Investments. As applied to the Borrower and its Subsidiaries,
investments in (i) notes, bonds or other obligations of the United States of
America or any agency thereof that as to principal and interest constitute
direct obligations of or are guaranteed by the United States of America and that
have maturity dates not more than twenty-seven months from the date of
acquisition, (ii) certificates of deposit, demand deposit accounts or other
deposit instruments or accounts maintained in the ordinary course of business
with banks or trust companies organized under the laws of the United States or
any state thereof that have capital and surplus of at least $100,000,000 which
certificates of deposit and other deposit instruments, if not payable on demand,
have maturities of not more than twenty-seven months from the date of
acquisition, (iii) commercial paper and Municipal Bonds that are rated not less
than prime-one or A-1 or their equivalents by Moodys Investors Service, Inc. or
Standard & Poors Corporation, respectively, or their successors, and in each
case maturing not more than twenty-seven months from the date of acquisition,
(iv) any repurchase agreement secured by any one or more of the foregoing, (v)
advances to employees for business related expenses to be incurred in the
ordinary course of business and consistent with past practices in an amount not
to exceed $100,000 in the aggregate outstanding at any one time, provided that
advances to any single employee shall not exceed $25,000 in the aggregate
outstanding at any one time, (vi) outstanding advances to employees in the
aggregate amount of $850,000 to cover personal income tax liabilities in
connection with the


                                      -12-
<PAGE>

vesting of restricted equity securities of the Borrower; and (vii) future
advances to employees in an aggregate amount not to exceed $3,000,000 to cover
personal income tax liabilities in connection with the grant or vesting of
restricted equity securities of the Borrower.

      Quick Ratio. As of the end of any fiscal quarter, the ratio of (x)
Available Cash, plus Eligible Accounts Receivable, but minus any stock and any
assets of Switchboard, to (y) Consolidated Current Liabilities as of the end of
such fiscal quarter.

      Reimbursement Obligation. The Obligation of the Borrower to reimburse the
Issuing Bank and the Lender on account of any drawing under any Letter of Credit
as provided in Section 2A.2.

      Reserve Percentage. For any Interest Period, the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental
reserves), expressed as a decimal, established by the Board of Governors of the
Federal Reserve System and any other banking authority, domestic or foreign, to
which the Lender is subject with respect to "Eurocurrency Liabilities" (as
defined in regulations issued from time to time by such Board of Governors). The
Reserve Percentage shall be adjusted automatically on and as of the effective
date of any change in any such reserve percentage without notice or demand of
any kind.

      Responsible Officer. The chief financial officer of the Borrower and any
other officer of the Borrower designated by the chief financial officer to sign
Borrowing Base Reports and Notices of Borrowing or Conversion.

      Restricted Payment. Any dividend, distribution, loan, advance, guaranty,
extension of credit or other payment, whether in cash or property to or for the
benefit of any Person who holds an equity interest in the Borrower or any of its
Subsidiaries, whether or not such interest is evidenced by a security, and any
purchase, redemption, retirement or other acquisition for value of any capital
stock of the Borrower or any of its Subsidiaries, whether now or hereafter
outstanding, or of any options, warrants or similar rights to purchase such
capital stock or any security convertible into or exchangeable for such capital
stock.

      Revolving Credit Commitment. The maximum dollar amount of credit which the
Lender has agreed to loan to the Borrower as Revolving Credit Loans or make
available to the Borrower pursuant to Letters of Credit upon the terms and
subject to the conditions of this Agreement, initially as set forth on Schedule
1 attached hereto, as the Lender's Revolving Credit Commitment may be modified
pursuant hereto and in effect from time to time.

      Revolving Credit Loans. See Section 2.1(a).

      Revolving Credit Maturity Date. October 6, 2003.

      Revolving Credit Note. See Section 2.2(a).

      Security Agreements. The Borrower Security Agreement and the Guarantors
Security Agreement.


                                      -13-
<PAGE>

      Security Documents. The Security Agreements, the Intellectual Property
Security Documents and the Pledge Agreement, each in favor of the Lender, to
secure Obligations and dated the Closing Date, in each case as amended and/or
restated and in effect from time to time, and any additional documents
evidencing or perfecting the Lender's lien on the Collateral.

      Software.com. Software.com, Inc. a Delaware corporation.

      Subsidiary. With respect to any Person, any corporation, association,
joint stock company, business trust, partnership, limited liability company or
other similar organization of which more than 50% of the ordinary voting power
for the election of a majority of the members of the board of directors or other
governing body of such entity is held or controlled by such Person or a
Subsidiary of such Person; or any other such organization the management of
which is directly or indirectly controlled by such Person or a Subsidiary of
such Person through the exercise of voting power or otherwise; or any joint
venture, whether incorporated or not, in which such Person has more than a 50%
ownership interest provided however, that notwithstanding anything to the
contrary in this Agreement, Switchboard shall not be deemed a Subsidiary of the
Borrower unless and until the Borrower and/or a Subsidiary of the Borrower owns
directly or indirectly 100% of the outstanding equity securities of Switchboard.

      Subsidiary Guaranty. That certain Subsidiary Guaranty, dated as of the
Closing Date from the Guarantors in favor of the Lender.

      Switchboard. Switchboard, Inc., a Delaware corporation.

      Total Revolving Credit Outstandings. At any time, the sum of (i) the
aggregate outstanding principal balance of Revolving Credit Loans at the time,
and (ii) the Maximum Drawing Amount at the time.

      Type. A LIBOR Loan or a Prime Rate Loan.

      1.2. Rules of Interpretation.

            (a) all terms of an accounting character used herein but not defined
herein shall have the meanings assigned thereto by GAAP applied on a consistent
basis. All calculations for the purposes of Section VI hereof shall be made in
accordance with GAAP.

            (b) A reference to any document or agreement shall include such
document or agreement as amended, modified or supplemented and in effect from
time to time in accordance with its terms and the terms of this Agreement.

            (c) The singular includes the plural and the plural includes the
singular. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms.

            (d) A reference to any Person includes its permitted successors and
permitted assigns.


                                      -14-
<PAGE>

            (e) The words "include", "includes" and "including" are not
limiting.

            (f) The words "herein", "hereof", "hereunder" and words of like
import shall refer to this Agreement as a whole and not to any particular
section or subdivision of this Agreement.

            (g) All terms not specifically defined herein or by GAAP that are
defined in the Uniform Commercial Code as in effect in The Commonwealth of
Massachusetts, shall have the meanings assigned to them in such Uniform
Commercial Code.

                                  SECTION II.

                              DESCRIPTION OF CREDIT

      2.1.  Loans.

            (a) Revolving Credit Loans. Upon the terms and subject to the
conditions of this Agreement, and in reliance upon the representations,
warranties and covenants of the Borrower herein, the Lender agrees to make
revolving credit loans (the "Revolving Credit Loans") to the Borrower at the
Borrower's request from time to time from and after the Closing Date and prior
to the Revolving Credit Maturity Date, provided that the Total Revolving Credit
Outstandings (after giving effect to all requested Revolving Credit Loans and
Letters of Credit) shall not at any time exceed the lesser of (i) the Borrowing
Base and (ii) the Revolving Credit Commitment. Subject to the terms and
conditions of this Agreement, the Borrower may borrow, repay, prepay and
reborrow amounts, up to the limits imposed by this Section 2.1(a), from time to
time between the Closing Date and the Revolving Credit Maturity Date upon
request given to the Lender pursuant to Section 2.3. Each request for a
Revolving Credit Loan or Letter of Credit hereunder shall constitute a
representation and warranty by the Borrower that the conditions set forth in
Sections 3.1 and 3.2 have been satisfied as of the date of such request.

            (b) LIBOR Loan Limitations. Each LIBOR Loan shall be in a minimum
principal amount of $500,000 or in integral multiples of $100,000 in excess of
such minimum amount. No more than five (5) LIBOR Loans may be outstanding at any
time.

            (c) Conversions. Upon the terms and subject to the conditions and
limitations of this Agreement, the Borrower may convert all or a part of any
outstanding Loan into a Loan of another Type on any Business Day (which, in the
case of a conversion of an outstanding LIBOR Loan shall be the last day of the
Interest Period applicable to such LIBOR Loan). The Borrower shall give the
Lender prior notice of each such conversion (which notice shall be effective
upon receipt) in accordance with Section 2.3.

            (d) Termination or Reduction of Commitments.

            (i) The Revolving Credit Commitment shall terminate at 5:00 p.m.
      Boston time on the Revolving Credit Maturity Date.


                                      -15-
<PAGE>

            (ii) Subject to the provisions of Section 2.6 regarding mandatory
      payments, the Borrower shall have the right at any time and from time to
      time upon five (5) Business Days' prior written notice to the Lender to
      reduce by $1,000,000, and in integral multiples of $500,000 if in excess
      thereof, the Revolving Credit Commitment or to terminate entirely the
      Revolving Credit Commitment, whereupon the Revolving Credit Commitment
      shall be reduced by the amount specified in such notice or shall, as the
      case may be, be terminated entirely.

            (iii) If, as a result of any reduction of the Revolving Credit
      Commitment, the Maximum Drawing Amount at the time would exceed the
      Revolving Credit Commitment or the amount of Letters of Credit permitted
      to be outstanding under Sections 2.1(a) and 2A.1(a) hereof, the Borrower
      shall, as a condition precedent to any such reduction, deposit with and
      pledge to the Lender for the benefit of the Lender and the Issuing Bank
      cash in an amount equal to 110% of such excess. If any Letters of Credit
      would remain outstanding after the effective date of termination of the
      Revolving Credit Commitment, in addition to satisfaction of all other
      applicable terms and conditions of this Agreement, the Borrower shall
      deposit with and pledge to the Lender cash in an amount equal to 110% of
      the Maximum Drawing Amount at the effective date of such termination.

            (iv) No reduction or termination of any Commitment may be
      reinstated.

      2.2.  The Note.

            (a) The Revolving Credit Loans shall be evidenced by a promissory
note in substantially the form of Exhibit A hereto, dated as of the Closing Date
(the "Revolving Credit Note").

            (b) The Borrower irrevocably authorizes the Lender to make or cause
to be made, at or about the time of the Drawdown Date of any Loan or at the time
of receipt of any payment of principal on any Note, an appropriate notation on
its Note Record reflecting (as the case may be) the making of such Loan or the
receipt of such payment. The outstanding amount of the Loans set forth on the
Note Record shall be prima facie evidence of the principal amount thereof owing
and unpaid to the Lender, but the failure to record, or any error in so
recording, any such amount on the Lender's Note Record shall not limit or
otherwise affect the obligations of the Borrower hereunder or under any Note to
make payments of principal of or interest on any Note when due.

      2.3.  Notice and Manner of Borrowing or Conversion of Loans.

            (a) Except as otherwise provided in this Agreement, whenever the
Borrower desires to obtain or continue a Loan hereunder or convert an
outstanding Loan into a Loan of another Type, the Borrower shall give the Lender
a telephonic notice promptly confirmed by a written Notice of Borrowing or
Conversion, which telephonic notice shall be irrevocable and which must be
received no later than 2:00 p.m. Boston time on the date (i) one Business Day
before the day on which the requested Loan is to be made as or converted to a
Prime Rate Loan, and (ii) three Business Days before the day on which the
requested Loan is to be made or


                                      -16-
<PAGE>

continued as or converted to a LIBOR Loan. Such Notice of Borrowing or
Conversion shall specify (i) the effective date and amount of each Loan or
portion thereof requested to be made, continued or converted, subject to the
limitations set forth in Section 2.1, (ii) the interest rate option requested to
be applicable thereto, and (iii) the duration of the applicable Interest Period,
if any (subject to the provisions of the definition of the term "Interest
Period"). If such Notice fails to specify the interest rate option to be
applicable to the requested Loan, then the Borrower shall be deemed to have
requested a Prime Rate Loan. If the written confirmation of any telephonic
notification differs in any material respect from the action taken by the
Lender, the records of the Lender shall control absent manifest error.

            (b) Subject to the provisions of the definition of the term
"Interest Period" herein, the duration of each Interest Period for a LIBOR Loan
shall be as specified in the applicable Notice of Borrowing or Conversion. If no
Interest Period is specified in a Notice of Borrowing or Conversion with respect
to a requested LIBOR Loan, then the Borrower shall be deemed to have selected an
Interest Period of one month's duration. If the Lender receives a Notice of
Borrowing or Conversion after the time specified in subsection (a) above, such
Notice shall not be effective. If the Lender does not receive an effective
Notice of Borrowing or Conversion with respect to an outstanding LIBOR Loan, or
if, when such Notice must be given prior to the end of the Interest Period
applicable to such outstanding Loan, the Borrower shall have failed to satisfy
any of the conditions hereof, the Borrower shall be deemed to have elected to
convert such outstanding Loan in whole into a Prime Rate Loan on the last day of
the then current Interest Period with respect thereto.

      2.4.  Interest Rates and Payments of Interest.

            (a) Each Loan which is a Prime Rate Loan shall bear interest on the
outstanding principal amount thereof at a rate per annum equal to the Alternate
Prime Rate plus the Applicable Margin, which rate shall change contemporaneously
with any change in the Alternate Prime Rate or the Applicable Margin, as
provided below. Such interest shall be payable quarterly in arrears on the first
Business Day of each quarter.

            (b) Each Loan which is a LIBOR Loan shall bear interest on the
outstanding principal amount thereof, for each Interest Period applicable
thereto, at a rate per annum equal to the LIBOR Rate plus the Applicable Margin,
which rate shall change with any change in the Applicable Margin, as provided
below. Such interest shall be payable for such Interest Period on the last day
thereof and, if such Interest Period is longer than three months, at intervals
of three months after the first day thereof.

            (c) The Applicable Margin and the Leverage Ratio shall be determined
as of the end of each fiscal quarter based upon the quarterly financial
statements to be delivered pursuant to Section 5.1(b), and any change in the
Applicable Margin shall be effective upon the delivery of such financial
statements, provided, however that during any period when the Borrower has
failed to deliver such quarterly financial statements as required by Section
5.1(b), the Leverage Ratio shall be deemed to be greater than 1.00 to 1.00 for
purposes of determining the Applicable Margin.


                                      -17-
<PAGE>

            (d) If an Event of Default shall occur, then at the option of the
Lender (i) Borrower's right to select pricing options shall cease and the unpaid
balance of Loans shall bear interest, to the extent permitted by law, compounded
daily at an interest rate equal to the Prime Rate plus 4% per annum, until such
Event of Default is cured or waived.

            (e) So long as the Lender shall be required under regulations of the
Board of Governors of the Federal Reserve System (or any other banking
authority, domestic or foreign, to which the Lender is subject) to maintain
reserves with respect to liabilities or assets consisting of or including
"Eurocurrency Liabilities" (as defined in regulations issued from time to time
by such Board of Governors), the Borrower shall pay to the Lender additional
interest on the unpaid principal amount of each LIBOR Loan made by the Lender
from the date of such Loan until such principal amount is paid in full, at an
interest rate per annum equal at all times to the remainder (rounded upwards, if
necessary, to the next higher 1/100 of 1%) obtained by subtracting (i) the LIBOR
Rate for the Interest Period for such LIBOR Loan from (ii) the rate obtained by
dividing such LIBOR Rate by a percentage equal to 100% minus the Reserve
Percentage of the Lender for such Interest Period. Such additional interest
shall be determined by the Lender and notified to the Borrower, and shall be
payable on each date on which interest is payable on such LIBOR Loan.

            (f) All agreements between the Borrower and Guarantors and the
Lender are hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of acceleration of maturity of the Loans or
otherwise, shall the amount paid or agreed to be paid to the Lender for the use
or the forbearance of the Loans exceed the maximum permissible under applicable
law. As used in this Section 2.4(f), the term "applicable law" shall mean the
law in effect as of the date hereof; provided, however, that in the event there
is a change in the law which results in a higher permissible rate of interest,
then this Agreement shall be governed by such new law as of its effective date.
In this regard, it is expressly agreed that it is the intent of the Borrower and
the Lender in the execution, delivery and acceptance of this Agreement to
contract in strict compliance with the laws of the Commonwealth of Massachusetts
from time to time in effect. If, under or from any circumstances whatsoever,
fulfillment of any provision hereof or of any of the Loan Documents at the time
of performance of such provision shall be due, shall involve transcending the
limit of such validity prescribed by applicable law, then the obligation to be
fulfilled shall automatically be reduced to the limits of such validity, and if
under or from any circumstances whatsoever the Lender should ever receive as
interest an amount which would exceed the highest lawful rate, such amount which
would be excessive interest shall be applied to the reduction of the principal
balance of the Loans and not to the payment of interest. This provision shall
control every other provision of all agreements between the Borrower, the
Guarantors and the Lender.

      2.5.  Fees.

            (a) The Borrower shall pay to the Lender a commitment fee (the
"Commitment Fee"), computed on a daily basis and payable quarterly in arrears on
the first Business Day of each quarter, equal to (i) the excess of (x) the
Revolving Credit Commitment at the time over (y) the Total Revolving
Outstandings at that time, multiplied by (ii) the Applicable Margin (as
determined in accordance with Section 2.4(c)).


                                      -18-
<PAGE>

            (b) The Borrower shall pay to the Lender for the benefit of the
Issuing Bank and the Lender a fee (the "Letter of Credit Fee") at a rate per
annum equal to (i) the Maximum Drawing Amount of each Letter of Credit
multiplied by (ii) the Applicable Margin (as determined in accordance with
Section 2.4(c)). The Letter of Credit Fee shall be paid quarterly in arrears on
the first Business Day of each quarter. In addition, the Borrower shall pay to
the Lender its standard service and setup fees in respect of Letters of Credit.

            (c) Without limiting any of the Lender's other rights hereunder or
by law, if any Loan or any portion thereof or any interest thereon or any other
amount payable hereunder or under any other Loan Document is not paid within ten
days after its due date, the Borrower shall pay to the Lender on demand a late
payment charge equal to 5% of the amount of the payment due.

            (d) The Borrower shall pay to the Lender, solely for the account of
the Lender, such other fees as the Borrower and the Lender shall agree,
including, without limitation, pursuant to the letter agreement dated September
15, 2000, between the Borrower and the Lender with respect to fees payable to
the Lender.

            (e) The Borrower authorizes the Issuing Bank and the Lender to
charge to its Note Record or to any deposit account which the Borrower may
maintain with any of them the interest, fees, charges, taxes and expenses
provided for in this Agreement, the other Loan Documents or any other document
executed or delivered in connection herewith or therewith.

      2.6.  Payments and Prepayments of the Loans.

            (a) On the Revolving Credit Maturity Date, the Borrower shall pay in
full the unpaid principal balance of all outstanding Revolving Credit Loans,
together with all unpaid interest thereon and all fees and other amounts due
with respect thereto.

            (b) If at any time the Total Revolving Credit Outstandings exceed
the lesser of (i) the Borrowing Base and (ii) the Revolving Credit Commitment,
the Borrower shall, within 24 hours of the occurrence of such excess, pay the
amount of any such excess to the Lender for application to the Revolving Credit
Loans.

            (c) The LIBOR Loans may be prepaid at any time, subject to the
provisions of Section 2.8, upon three (3) Business Days' notice. Prime Rate
Loans may be prepaid at any time, without premium or penalty, upon one (1)
Business Day's notice. Any such notice of prepayment shall be irrevocable.
Prepayments of Revolving Credit Loans may be reborrowed to the extent provided
in Section 2.1(a).

            (d) The Borrower shall pay to the Lender for application to the
Revolving Credit Loans, as provided in Section 2.7(b) below, an amount equal to
100% of the net cash proceeds of (i) sales of assets of the Borrower or any
Subsidiary of the Borrower (including sales of any securities owned by the
Borrower or any Subsidiary of the Borrower but excluding sales of inventory and
obsolete or worn-out equipment in the ordinary course of business, Qualified
Investments, shares in Switchboard and shares in Software.com) between the
Closing Date and the Revolver Maturity Date, (ii) sales of capital stock of the
Borrower or any Subsidiary of the Borrower if an Event of Default has occurred
and is continuing at the time such capital stock is sold, and (iii) insurance
proceeds, damage awards, condemnation awards and eminent domain awards received
by the Borrower or any Subsidiary of the


                                      -19-
<PAGE>

Borrower, to the extent such proceeds or awards are not applied to repair or
replace the damaged or taken property to which such proceeds or awards relate
within one year after the receipt thereof.

      2.7.  Method of Payments.

            (a) All payments by the Borrower hereunder and under any of the
other Loan Documents shall be made at the Lender's head office or at such other
location that the Lender may from time to time designate, in each case in lawful
currency of the United States of America in immediately available funds. All
such payments shall be made without set-off or counterclaim and free and clear
of and without deduction for any taxes, levies, imposts, duties, charges, fees,
deductions, withholdings, compulsory loans, restrictions or conditions of any
nature now or hereafter imposed or levied by any jurisdiction or any political
subdivision thereof or taxing or other authority therein unless the Borrower is
compelled by law to make such deduction or withholding. If any such obligation
is imposed upon the Borrower with respect to any amount payable by it hereunder
or under any of the other Loan Documents, the Borrower will pay to the Lender
such additional amount in U.S. Dollars as shall be necessary to enable the
Lender to receive the same net amount which the Lender would have received on
such due date had no such obligation been imposed upon the Borrower. The
Borrower will deliver promptly to the Lender certificates or other valid
vouchers or other evidence of payment reasonably satisfactory to the Lender for
all taxes or other charges deducted from or paid with respect to payments made
by the Borrower hereunder or under such other Loan Document. The Lender may, and
the Borrower hereby authorizes the Lender to, debit the amount of any payment
not made by such time to the demand deposit accounts of the Borrower with the
Lender or to its Note Record.

            (b) All funds received from or on behalf of the Borrower (including
as proceeds of Collateral) by the Lender or the Issuing Bank in respect of
Obligations, shall be applied by the Lender in the following manner and order:
(i) first, to reimburse the Lender and the Issuing Bank for any amounts payable
pursuant to Sections 10.2 and 10.3 hereof; (ii) second, to the payment of
Commitment Fees, Letter of Credit Fees and any other fees payable hereunder;
(iii) third, to the payment of interest due on the Loans and the Reimbursement
Obligations; (iv) fourth, to the payment of the outstanding principal balance of
the Loans and the Reimbursement Obligations, pro rata to the outstanding
principal balance of each; (v) fifth, to the payment of any other Obligations
payable by the Borrower, pro rata to the outstanding principal balance of each;
and (vi) any remaining funds shall be paid to whoever shall be entitled thereto
or as a court of competent jurisdiction shall direct, provided, however, if the
Commitments shall have been terminated or the Obligations shall have been
declared immediately due and payable pursuant to Section 8.2, payments will be
applied to the Obligations as the Lender determines in its sole discretion..

      2.8. Indemnity. If the Borrower for any reason (including, without
limitation, pursuant to Sections 2.6(b), 2.10, 2.11 and 8.2 hereof) makes any
payment of principal with respect to any LIBOR Loan on any day other than the
last day of an Interest Period applicable to


                                      -20-
<PAGE>

such LIBOR Loan, or fails to borrow or continue or convert to a LIBOR Loan after
giving a Notice of Borrowing or Conversion thereof pursuant to Section 2.3, or
fails to prepay a LIBOR Loan after having given notice thereof, the Borrower
shall pay to the Lender any amount required to compensate the Lender for any
additional losses, costs or expenses which it may reasonably incur as a result
of such payment or failure, including, without limitation, any loss (including
loss of anticipated profits), costs or expense incurred by reason of the
liquidation or re-employment of deposits or other funds required by the Lender
to fund or maintain such Loan. The Borrower shall pay such amount upon
presentation by the Lender of a statement setting forth the amount and the
Lender's calculation thereof pursuant hereto, which statement shall be deemed
true and correct absent manifest error. Without limiting the foregoing, the
Borrower shall pay to the Lender a "yield maintenance fee" in an amount computed
as follows: The current rate for United States Treasury securities (bills on a
discounted basis shall be converted to a bond equivalent) with a maturity date
closest to the term of the then applicable Interest Period as to which the
prepayment is made, shall be subtracted from the LIBOR Rate in effect at the
time of prepayment. If the result is zero or a negative number, there shall be
no yield maintenance fee. If the result is a positive number, then the resulting
percentage shall be multiplied by the amount of the principal balance being
prepaid. The resulting amount shall be divided by 360 and multiplied by the
number of days remaining in the term of the then applicable Interest Period as
to which the prepayment is made. Said amount shall be reduced to present value
calculated by using the above referenced United States Treasury securities rate
and the number of days remaining in the term of the then applicable Interest
Period as to which prepayment is made. The resulting amount shall be the yield
maintenance fee due to the Lender upon payment of a LIBOR Loan. If by reason of
an Event of Default, the Lender elects to declare the Notes to be immediately
due and payable, then any yield maintenance fee with respect to a LIBOR Loan
shall become due and payable in the same manner as though the Borrower had
exercised such right of prepayment.

      2.9. Computation of Interest and Fees. Interest and all fees payable
hereunder shall be computed daily on the basis of a year of 360 days and paid
for the actual number of days for which due. If the due date for any payment of
principal is extended by operation of law, interest and fees shall be payable
for such extended time. If any payment required by this Agreement becomes due on
a day that is not a Business Day such payment may be made on the next succeeding
Business Day (subject to the definition of the term "Interest Period"), and such
extension shall be included in computing interest and fees in connection with
such payment.

      2.10. Changed Circumstances; Illegality.

            (a) Notwithstanding any other provision of this Agreement, in the
      event that:

            (i) on any date on which the LIBOR Rate would otherwise be set the
      Lender shall have determined in good faith (which determination shall be
      final and conclusive) that adequate and fair means do not exist for
      ascertaining the LIBOR Rate, or

            (ii) at any time the Lender shall have determined in its reasonable
      good faith judgment (which determination shall be final and conclusive)
      that:


                                      -21-
<PAGE>

            (A) the making or continuation of or conversion of any Loan to a
      LIBOR Loan has been made impracticable or unlawful by (1) the occurrence
      of a contingency that materially and adversely affects the interbank LIBOR
      market or (2) compliance by the Lender in good faith with any applicable
      law or governmental regulation, guideline or order or interpretation or
      change thereof by any governmental authority charged with the
      interpretation or administration thereof or with any request or directive
      of any such governmental authority (whether or not having the force of
      law); or

            (B) the LIBOR Rate shall no longer represent the effective cost to
      the Lender for U.S. dollar deposits in the interbank market for deposits
      in which it regularly participates;

then, and in any such event, the Lender shall forthwith so notify the Borrower
thereof. Until the Lender notifies the Borrower that the circumstances giving
rise to such notice no longer apply, the obligation of the Lender to allow
selection by the Borrower of the Type of Loan affected by the contingencies
described in this Section (herein called "Affected Loans") shall be suspended.
If, at the time the Lender so notifies the Borrower, the Borrower has previously
given the Lender a Notice of Borrowing or Conversion with respect to one or more
Affected Loans but such Loans have not yet gone into effect, such notification
shall be deemed to be a request for Prime Rate Loans.

            (b) In the event of a determination of illegality pursuant to
subsection (a)(ii)(A) above, the Borrower shall, with respect to the outstanding
Affected Loans, prepay the same, together with interest thereon and any amounts
required to be paid pursuant to Section 2.9, on such date as shall be specified
in such notice (which shall not be earlier than the date such notice is given)
and may, subject to the conditions of this Agreement, borrow a Loan of another
Type in accordance with Section 2.1 hereof by giving a Notice of Borrowing or
Conversion pursuant to Section 2.3 hereof.

      2.11. Increased Costs. In case any change made after the Closing Date in
any law, regulation, treaty or official directive or the interpretation or
application thereof by any court or by any governmental authority charged with
the administration thereof or the compliance with any guideline or request of
any central bank or other governmental authority (whether or not having the
force of law):

            (i) subjects the Lender to any tax with respect to payments of
      principal or interest or any other amounts payable hereunder by the
      Borrower or otherwise with respect to the transactions contemplated hereby
      (except for taxes on the overall net income of the Lender imposed by the
      United States of America or any political subdivision thereof), or

            (ii) imposes, modifies or deems applicable any deposit insurance,
      reserve, special deposit or similar requirement against assets held by, or
      deposits in or for the account of, or loans by, the Lender (other than
      such requirements as are already included in the determination of the
      LIBOR Rate), or


                                      -22-
<PAGE>

            (iii) imposes upon the Lender any other condition with respect to
      its obligations or performance under this Agreement or in respect of any
      Letter of Credit,

and the result of any of the foregoing is to increase the cost to the Lender,
reduce the income receivable by the Lender or impose any expense upon the Lender
with respect to any Loans or its obligations under this Agreement or in respect
of any Letter of Credit, the Lender shall notify the Borrower thereof. The
Borrower agrees to pay to the Lender the amount of such increase in cost,
reduction in income or additional expense as and when such cost, reduction or
expense is incurred or determined, upon presentation by the Lender of a
statement in the amount and setting forth in reasonable detail the Lender's
calculation thereof and the assumptions upon which such calculation was based,
which statement shall be deemed true and correct absent manifest error, provided
however, if the Lender fails to give to notify the Borrower within 90 days
following the date such increase in cost, reduction in income or additional
expense is incurred or determined by the Lender, the Borrower shall not be
liable for any such increase in cost, reduction in income or additional expense
arising before the date of the Lender's notification thereof.

      2.12. Capital Requirements. If after the date hereof the Lender determines
that (i) the adoption of or change in any law, rule, regulation or guideline
regarding capital requirements for banks or bank holding companies, or any
change in the interpretation or application thereof by any governmental
authority charged with the administration thereof, or (ii) compliance by the
Lender or its parent bank holding company with any guideline, request or
directive of any such entity regarding capital adequacy (whether or not having
the force of law), has the effect of reducing the return on the Lender's or such
holding company's capital as a consequence of the Lender's Commitment to make
Loans hereunder or its obligations in respect of any Letter of Credit to a level
below that which the Lender or such holding company could have achieved but for
such adoption, change or compliance (taking into consideration the Lender's or
such holding company's then existing policies with respect to capital adequacy
and assuming the full utilization of such entity's capital) by any amount deemed
by the Lender to be material, then the Lender shall notify the Borrower thereof.
The Borrower agrees to pay to the Lender the amount of such reduction of return
on capital as and when such reduction is determined, payable within 90 days
after presentation by the Lender of a statement in the amount and setting forth
in reasonable detail the Lender's calculation thereof and the assumptions upon
which such calculation was based (which statement shall be deemed true and
correct absent manifest error) unless within such 90 day period the Borrower
shall have prepaid in full all Obligations to the Lender, in which event no
amount shall be payable to the Lender under this Section. In determining such
amount, the Lender may use any reasonable averaging and attribution methods.

                                  SECTION IIA

                                LETTERS OF CREDIT

      2A.1 Issuance. Upon the terms and subject to the conditions hereof, the
Issuing Bank, in reliance upon the representations and warranties of the
Borrower contained herein, agrees to issue letters of credit (the "Letters of
Credit") for the account of the Borrower in such form as may be requested from
time to time by the Borrower and agreed to by the Issuing Bank, provided


                                      -23-
<PAGE>

that the Maximum Drawing Amount (after giving effect to all requested Letters of
Credit) shall not at any time exceed the Letter of Credit Sublimit, provided,
further that the Total Revolving Credit Outstandings (after giving effect to all
requested Revolving Credit Loans and Letters of Credit) shall not at any time
exceed the lesser of (x) the Borrowing Base and (y) the Revolving Credit
Commitment, and provided further that no Letter of Credit shall have an
expiration date later than the Revolving Credit Maturity Date. At least three
(3) Business Days prior to the proposed issuance date of any Letter of Credit,
the Borrower shall deliver to the Issuing Bank a Letter of Credit Application
setting forth the Maximum Drawing Amount of all Letters of Credit (including the
requested Letter of Credit), the requested language of the requested Letter of
Credit and such other information as the Issuing Bank shall require. Each
request for the issuance of a Letter of Credit hereunder shall constitute a
representation and warranty by the Borrower that the conditions set forth in
Sections 3.1 and 3.2 have been satisfied as of the date of such request. The
letters of credit listed on Schedule 2 shall be deemed for all purposes to be
Letters of Credit issued for the account of the Borrower by the Issuing Bank
pursuant to this Section 2A.1.

      2A.2 Reimbursement Obligation of the Borrower. In order to induce the
Issuing Bank to issue, extend and renew each Letter of Credit, the Borrower
hereby agrees to reimburse or pay to the Lender, for the account of the Issuing
Bank or, as the case may be, the Lender, with respect to each Letter of Credit
issued, extended or renewed by the Issuing Bank hereunder as follows:

            (a) on each date that any draft presented under any Letter of Credit
is honored by the Issuing Bank or the Issuing Bank otherwise makes payment with
respect thereto, (i) the amount paid by the Issuing Bank under or with respect
to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or
other costs and expenses whatsoever incurred by the Issuing Bank or the Lender
in connection with any payment made by the Issuing Bank under, or with respect
to, such Letter of Credit; and

            (b) upon the Revolving Credit Maturity Date or the acceleration of
the Reimbursement Obligations pursuant to Section 8, an amount equal to 110% of
the then Maximum Drawing Amount of all Letters of Credit, which amount shall be
held by the Issuing Bank as cash collateral for all Reimbursement Obligations.

Each such payment shall be made to the Lender at its head office in immediately
available funds. Interest on any and all amounts remaining unpaid by the
Borrower under this Section 2A.2 at any time from the date such amounts become
due and payable (whether as stated in this Section 2A.2, by acceleration or
otherwise) until payment in full (whether before or after judgment) shall be
payable to the Lender, for the account of Issuing Bank or (as the case may be)
the Lender, on demand at a rate per annum equal to 4% above the interest rate
applicable to Prime Rate Loans at the time in the absence of an Event of
Default.

      2A.3 Letter of Credit Payments. If any draft shall be presented or other
demand for payment shall be made under any Letter of Credit, the Issuing Bank
shall notify the Borrower of the date and amount of the draft presented or
demand for payment and of the date and time when it expects to pay such draft or
honor such demand for payment. The responsibility of the Issuing


                                      -24-
<PAGE>

Bank to the Borrower shall be only to determine that the documents (including
each draft) delivered under each Letter of Credit in connection with such
presentment shall be in conformity with such Letter of Credit in accordance with
the standards set forth in the Issuing Bank's Letter of Credit Application. On
the date that such draft is paid or other payment is made by the Issuing Bank,
the Issuing Bank shall promptly notify the Lender of the amount of any unpaid
Reimbursement Obligation. All such unpaid Reimbursement Obligations with respect
to Letters of Credit shall be deemed to be Revolving Credit Loans.

      2A.4  Obligations Absolute.

            (a) The Borrower's Reimbursement Obligations shall be absolute and
unconditional under any and all circumstances and irrespective of the occurrence
of any Default or Event of Default or any condition precedent whatsoever or any
set off, counterclaim or defense to payment which the Borrower may have or have
had against the Issuing Bank, the Lender or any beneficiary of a Letter of
Credit. The Borrower further agrees that the Issuing Bank and the Lender shall
not be responsible for, and the Borrower's Reimbursement Obligations shall not
be affected by, among other things, the validity or genuineness of documents or
of any endorsements thereon, even if such documents should in fact prove to be
in any or all respects invalid, fraudulent or forged, or any dispute between or
among the Borrower, the beneficiary of any Letter of Credit or any financing
institution or other party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrower, against the beneficiary of
any Letter of Credit or any such transferee.

            (b) The Issuing Bank and the Lender shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit. The Borrower agrees that any action taken or omitted by the Issuing Bank
or the Lender under or in connection with each Letter of Credit and the related
drafts and documents, if done in good faith, shall be binding upon the Borrower
and shall not result in any liability on the part of the Issuing Bank or the
Lender to the Borrower.

            (b) Nothing contained in Sections 2A.4(a) or (b) shall constitute a
forfeiture of any cause of action the Borrower may have against the Lender or
the Issuing Bank.

      2A.5 Reliance by the Issuing Bank and the Lender. To the extent not
inconsistent with Section 2A.4, the Issuing Bank and the Lender shall be
entitled to rely, and shall be fully protected in relying upon, any Letter of
Credit, draft writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message, statement,
order or other document believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel, independent accountants and other experts selected
by the Issuing Bank or the Lender.


                                      -25-
<PAGE>

                                  SECTION III.

                    CONDITIONS OF LOANS AND LETTERS OF CREDIT

      3.1. Conditions Precedent to Initial Loans. The obligation of the Lender
to make the initial Loans and of the Issuing Bank to issue the initial Letter of
Credit is subject to the satisfaction of the following conditions precedent on
or prior to the Closing Date:

            (a) The Lender shall have received the following agreements,
documents, certificates and opinions in form and substance satisfactory to the
Lender and duly executed and delivered by the parties thereto:

            (i)   This Agreement;

            (ii) The Revolving Credit Note, substantially in the form of Exhibit
      A hereto;

            (iii) The Security Documents;

            (iv) UCC-1 Financing Statements covering the Collateral;

            (v) UCC-3 Termination Statements to terminate Encumbrances of
      Persons other than the Lender of record or holders of Permitted
      Encumbrances against the Collateral;

            (vi) Certificates of insurance or insurance binders evidencing
      compliance with Section 5.3 hereof and the applicable provisions of the
      Security Documents;

            (vii) Borrowing Base Report as of the Closing Date;

            (viii) to the extent any new Loan is requested on the Closing Date,
      Notice of Borrowing or Conversion as of the Closing Date;

            (ix) A certificate of the Clerk or an Assistant Clerk of the
      Borrower with respect to resolutions of its Board of Directors authorizing
      the execution and delivery of the Loan Documents and identifying the
      officer(s) authorized to execute, deliver and take all other actions
      required under this Agreement, and providing specimen signatures of such
      officer(s);

            (x) The Certificate of Incorporation of the Borrower and all
      amendments and supplements thereto, as filed in the office of the
      Secretary of State of its jurisdiction of formation, certified by said
      Secretary of State as being a true and correct copy thereof;

            (xi) The By-laws of the Borrower and all amendments and supplements
      thereto, certified by the Secretary or an Assistant Secretary of the
      Borrower as being a true and correct copy thereof;


                                      -26-
<PAGE>

            (xii) A certificate of the Secretary of State of Massachusetts as to
      legal existence and good standing of the Borrower in such state;

            (xiii) A certificate of the Secretaries of State of each state in
      which the Borrower is doing business as to the due qualification and good
      standing of the Borrower as a foreign corporation in such states;

            (xiv) An opinion addressed to the Lender from Hale and Dorr LLP,
      counsel to the Borrower and the Subsidiaries;

            (xv) A certificate of the chief financial officer of the Borrower as
      to the accuracy of the Borrower's representations and warranties and such
      other matters as the Lender may request;

            (xvi) receipt of audited financial statements of the Borrower for
      the fiscal year ended December 31, 1999 as required by Section 5.1(a); and

            (xvii) Such other documents, instruments, opinions and certificates
      and completion of such other matters, as the Lender may reasonably deem
      necessary or appropriate.

            (b) No litigation, arbitration, proceeding or investigation shall be
pending or threatened which questions the validity or legality of the
transactions contemplated by any Loan Document or seeks a restraining order,
injunction or damages in connection therewith, or which, in the good faith
reasonable judgment of the Lender, might adversely affect the transactions
contemplated hereby or would be reasonably likely to have a materially adverse
affect on the assets, business, financial condition or prospects of the Borrower
and its Subsidiaries taken as a whole.

            (c) All necessary filings and recordings against the Collateral
shall have been completed and the Lender's liens on the Collateral shall have
been perfected, as contemplated by the Security Documents.

            (d) The Borrower shall have paid to the Lender all fees to be paid
hereunder (including pursuant to Section 2.5(d) hereof) on or prior to the
Closing Date.

      3.2. Conditions Precedent to all Loans and Letters of Credit. The
obligation of the Lender to make any Loan, including the initial Loans, or to
continue LIBOR Loans or to convert Prime Rate Loans to LIBOR Loans, and of the
Issuing Bank to issue any Letter of Credit is further subject to the following
conditions:

            (a) timely receipt by the Lender of the most recent Borrowing Base
Report required by Section 5.1(c), with respect to each Revolving Credit Loan,
and the Notice of Borrowing or Conversion with respect to any Loan, or by the
Issuing Bank of the Letter of Credit Application with respect to any Letter of
Credit;


                                      -27-
<PAGE>

            (b) the outstanding Loans and Letters of Credit do not and, after
giving effect to any requested Loan or Letter of Credit, will not exceed the
limitations set forth in Sections 2.1 and 2A.1 hereof;

            (c) the representations and warranties contained in Section IV shall
be true and accurate in all material respects on and as of the date of such
Notice of Borrowing or Conversion or Letter of Credit Application and on the
effective date of the making, continuation or conversion of each Loan or
issuance of each Letter of Credit as though made at and as of each such date
(except to the extent that such representations and warranties expressly relate
to an earlier date);

            (d) no Default or Event of Default shall have occurred and be
continuing at the time of and immediately after the making of such requested
Loan or the issuance of such requested Letter of Credit;

            (e) the resolutions referred to in Section 3.1(a)(ix) shall remain
in full force and effect;

            (f) no change shall have occurred in any law or regulation or
interpretation thereof that, in the opinion of counsel for the Lender, would
make it illegal or against the policy of any governmental agency or authority
for the Lender to make Loans hereunder or, in the opinion of counsel for the
Issuing Bank, for the Issuing Bank to issue Letters of Credit hereunder (as the
case may be); and

            (g) a commercial financial examination of the Borrower shall have
been conducted by the Lender or its agents pursuant to Section 5.5 with results
satisfactory to the Lender.

      The making, continuation or conversion of each Loan and the issuance of
each Letter of Credit shall be deemed to be a representation and warranty by the
Borrower on the date of the making, continuation or conversion of such Loan or
the issuance of such Letter of Credit as to the accuracy of the facts referred
to in subsections (b) through (e) of this Section 3.2. The Lender may without
waiving the condition set forth in Section 3.2(c) consider such condition
fulfilled, and a representation and warranty by the Borrower to such effect
made, if no written notice to the contrary, dated the date of the making,
continuation or conversion of such Loan or the issuance of a Letter of Credit is
received from the Borrower. In the event that the Borrower submits a written
notice as contemplated by the preceding sentence, the conditions set forth in
Section 3.2(c) will be considered fulfilled if such notice specifies in detail
the exceptions to the representations and warranties as of the date of such
making, continuation or conversion of such Loan or the issuance of such Letter
of Credit, the exceptions stated in such notice are acceptable to the Lender and
the Lender so notifies to Borrower.


                                      -28-
<PAGE>

                                  SECTION IV.

                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Lender and the Issuing Bank to enter into this
Agreement and to make Loans and to issue Letters of Credit hereunder, the
Borrower represents and warrants to the Lender and the Issuing Bank that except
as set forth on Exhibit C attached hereto:

      4.1. Organization; Qualification; Business.

            (a) Each of the Borrower and its Subsidiaries (all of which are
listed in Exhibit C attached hereto), except for the Inactive Subsidiaries, (i)
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of formation, (ii) has all requisite power to own its
property and conduct its business as now conducted and as presently contemplated
and (iii) is duly qualified and in good standing as a foreign corporation and is
duly authorized to do business in each jurisdiction (all of which are listed on
Exhibit C attached hereto) where the nature of its properties or business
requires such qualification, except where the failure to be so qualified would
not have a material adverse effect on the business, financial condition, assets
or properties of the Borrower or of the Borrower and its Subsidiaries taken as a
whole.

            (b) Since the date of the Initial Financial Statement, the Borrower
has continued to engage in substantially the same business as that in which it
was then engaged and is engaged in no unrelated business except as otherwise
expressly permitted by this Agreement.

      4.2. Corporate Authority. The execution, delivery and performance of the
Loan Documents and the transactions contemplated thereby are within the power
and authority of the Borrower and have been authorized by all necessary
corporate proceedings, and do not and will not (a) contravene any provision of
the Certificate of Incorporation or By-laws of the Borrower or any law, rule or
regulation applicable to the Borrower, (b) contravene any provision of, or
constitute an event of default or event that, but for the requirement that time
elapse or notice be given, or both, would constitute an event of default under,
any other material agreement, instrument, order or undertaking binding on the
Borrower, or (c) result in or require the imposition of any Encumbrance on any
of the properties, assets or rights of the Borrower, except in favor of the
Lender and the Issuing Bank.

      4.3. Valid Obligations. The Loan Documents and all of their respective
terms and provisions are the legal, valid and binding obligations of the
Borrower, enforceable in accordance with their respective terms except as
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors' rights generally, and except as the
remedy of specific performance or of injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought. The
Security Documents have effectively created in favor of the Lender legal, valid
and enforceable security interests in the Collateral and such security interests
are fully perfected first priority security interests junior only to Permitted
Encumbrances.


                                      -29-
<PAGE>

      4.4. Consents or Approvals. The execution, delivery and performance of the
Loan Documents and the transactions contemplated herein do not require any
approval or consent of, or filing or registration with, any governmental or
other agency or authority, or any other Person (including without limitation any
lessor or lessee of Borrower's properties), except under or as contemplated by
the Security Documents.

      4.5. Title to Properties; Absence of Encumbrances. Each of the Borrower
and the Guarantors has good and marketable title to all of the properties,
assets and rights of every name and nature now purported to be owned by it, and
good and valid leasehold title to all of the properties, assets and rights of
every name and nature now purported to be leased by it, including, without
limitation, such properties, assets and rights as are reflected in the Initial
Financial Statement (except such properties, assets or rights as have been
disposed of in the ordinary course of business since the date thereof or as
otherwise expressly permitted by this Agreement), free from all Encumbrances
except Permitted Encumbrances, and, except as so disclosed, free from all
defects of title that might materially adversely affect such properties, assets
or rights, or Borrower's or the Guarantors' operations conducted with respect
thereto, taken as a whole, provided, however, the foregoing representation shall
not apply to the Banyan Intellectual Property. All material leases under which
Borrower or the Guarantors is the lessor or lessee are in full force and effect
and there are no existing defaults or events that with the giving of notice or
passage of time or both could ripen into defaults by either party thereunder
which defaults, individually or in the aggregate, might have a material adverse
effect on the Borrower. No third parties possess any rights with respect to any
of Borrower's or the Guarantors owned or leased properties, the exercise of
which would have a material adverse effect on the Borrower or the Guarantors or
their respective operations, taken as a whole. All real property, if any, owned
or leased by the Borrower is described in Exhibit C hereto.

      4.6. Financial Statements. The Borrower has furnished to the Lender (x)
its consolidated balance sheet as of December 31, 1999 and its consolidated
statement of income, changes in stockholders' equity and cash flow for the
fiscal year then ended, and related footnotes, audited and certified by the
Borrower's Accountants and (y) its consolidating balance sheet as of December
31, 1999 and its consolidating statement of income, changes in stockholders'
equity and cash flow for the fiscal year then ended certified by its chief
financial officer. The Borrower has also furnished to the Lender its unaudited
consolidated and consolidating balance sheet as of June 30, 2000 and its
unaudited consolidated and consolidating statements of income, changes in
stockholders' equity and cash flow for the 6 months then ended (the "Initial
Financial Statement"), certified by the principal financial officer of the
Borrower, subject to normal, recurring year-end adjustments that shall not in
the aggregate be material in amount. All such financial statements were prepared
in accordance with GAAP applied on a consistent basis throughout the periods
specified and present fairly the financial position of the Borrower and its
Subsidiaries as of such dates and the results of the operations of the Borrower
and its Subsidiaries for such periods. At the date hereof, the Borrower has no
Indebtedness or other material liabilities, debts or obligations, whether
accrued, absolute, contingent or otherwise, and whether due or to become due,
including, but not limited to, liabilities or obligations on account of taxes or
other governmental charges, that are not set forth on the Initial Financial
Statement or on Exhibit C hereto.


                                      -30-
<PAGE>

      4.7. Changes. Since the date of the Initial Financial Statement, there
have been no material changes in the assets, liabilities, financial condition,
business or prospects of the Borrower or any of its Subsidiaries other than
changes in the ordinary course of business or as expressly permitted by this
Agreement, the effect of which has not, in the aggregate, been materially
adverse to the Borrower and its Subsidiaries taken as a whole.

      4.8. Solvency. The Borrower has and, after giving effect to the Loans,
will have, assets (both tangible and intangible) having a fair saleable value in
excess of the amount required to pay the probable liability on its then-existing
debts (whether matured or unmatured, liquidated or unliquidated, fixed or
contingent); the Borrower has and will have access to adequate capital for the
conduct of its business and the discharge of its debts incurred in connection
therewith as such debts mature; the Borrower was not insolvent immediately prior
to the making of the Loans and immediately after giving effect thereto, the
Borrower will not be insolvent.

      4.9. Defaults. As of the date of this Agreement, no Default exists.

      4.10. Taxes. The Borrower and its Subsidiaries have filed all (i) federal
and state and, (ii) except where the failure to file any such return would not
have a material adverse effect on the business of the Borrower and its
Subsidiaries taken as a whole, all other tax returns required to be filed, and
all taxes, assessments and other governmental charges due from any of them have
been fully paid, except for such taxes, assessments or charges that are being
contested in good faith by appropriate proceedings and with respect to which (a)
adequate reserves have been established and are being maintained in accordance
with GAAP and (b) no lien has been filed to secure such taxes, assessments or
charges. All such contests at the date hereof are described on Exhibit C hereto.
The Borrower and its Subsidiaries have not executed any waiver that would have
the effect of extending the applicable statute of limitations in respect of tax
liabilities. Except as disclosed on Exhibit C, the foreign, federal and state
income tax returns of the Borrower and its domestic Subsidiaries, and to the
best of the Borrower's knowledge the foreign Subsidiaries, have not been audited
or otherwise examined by any foreign, federal or state taxing authority and
there are no outstanding deficiencies with respect to such audited returns which
have not been satisfied within 10 Business Days of the assessment of such
deficiency. The Borrower and its Subsidiaries have established on their books
reserves adequate for the payment of all federal, state and other tax
liabilities.

      4.11. Litigation. There is no litigation, arbitration, proceeding or
investigation pending, or, to the knowledge of the Borrower's or any
Subsidiary's officers, threatened, against the Borrower or any Subsidiary that,
if adversely determined, may reasonably be expected to result in a material
judgment not fully covered by insurance, may reasonably be expected to result in
a forfeiture of all or any substantial part of the property of the Borrower or
its Subsidiaries, or may reasonably be expected to have a material adverse
effect on the assets, business or prospects of the Borrower and its Subsidiaries
taken as a whole.

      4.12. Subsidiaries. All the Subsidiaries of the Borrower are listed on
Exhibit C hereto. The Borrower or a Subsidiary of the Borrower is the owner,
free and clear of all Encumbrances, of all of the issued and outstanding stock
or other equity interest of each Subsidiary. All shares of such stock or other
equity interest have been validly issued and are fully paid and


                                      -31-
<PAGE>

nonassessable, and no rights to subscribe to any additional shares have been
granted, and no options, warrants or similar rights are outstanding.

      4.13. Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is subject to regulation under the Investment Company Act of 1940,
as amended.

      4.14. Compliance. The Borrower and each of the Guarantors have all
necessary permits, approvals, authorizations, consents, variances, licenses,
franchises, registrations and other rights and privileges (including patents,
trademarks, trade names and copyrights) to allow them to own and operate their
respective businesses and properties without any violation of laws, regulations,
authorizations and orders of public authorities (including without limitation
Environmental Laws) or the rights of others except to the extent that any such
violation would not have a material adverse effect on the business, financial
condition or operation of the Borrower and its Subsidiaries taken as a whole;
and the Borrower and each Subsidiary are duly authorized, qualified and licensed
under, and Borrower, its Subsidiaries and all real properties owned or leased by
them are in compliance with, all applicable laws, regulations, authorizations
and orders of public authorities, including, without limitation, Environmental
Laws, except to the extent that any such failure to be so authorized, qualified,
licensed or in compliance would not have a material adverse effect on the
business, financial condition or operation of the Borrower and its Subsidiaries
taken as a whole. The Borrower and each Subsidiary have performed all
obligations required to be performed by it under, and is not in default under or
in violation of, its Certificate of Incorporation or By-laws or any other
material agreement, lease, mortgage, note, bond, indenture, license or other
instrument or undertaking to which it is a party or by which any of it or any of
its properties are bound, except for violations none of which, either
individually or in the aggregate, would have any material adverse effect on the
business, condition (financial or otherwise) or assets of the Borrower and its
Subsidiaries taken as a whole.

      4.15. ERISA. The Borrower and its ERISA Affiliates are in compliance in
all material respects with ERISA and the provisions of the Code and the
regulations and published interpretations thereunder applicable to the Plans. No
ERISA Event has occurred or is reasonably expected to occur, including by reason
of the consummation of the transactions contemplated by this Agreement that,
when taken together with all other such ERISA Events, could reasonably be
expected to result in material liability to the Borrower or any of its ERISA
Affiliates. None of the Plans had any "unfunded benefit liabilities" (within the
meaning of Section 4001(a)(18) of ERISA) as of the last annual valuation dates
applicable thereto.

      4.16. Environmental Matters.

            (a) The Borrower and each of its Subsidiaries have obtained all
permits, licenses and other authorizations which are required under all
Environmental Laws, except to the extent failure to have any such permit,
license or authorization would not have a material adverse effect on the
business, financial condition or operations of the Borrower or any of its
Subsidiaries. The Borrower and each of its Subsidiaries are in compliance with
the terms and conditions of all such permits, licenses and authorizations, and
are also in compliance with all applicable orders, decrees, judgments and
injunctions, issued, entered, promulgated or approved under any Environmental
Law, except to the extent failure to comply would not have a material


                                      -32-
<PAGE>

adverse effect on the business, financial condition or operations of the
Borrower and its Subsidiaries taken as a whole.

            (b) No written notice, notification, demand, request for
information, citation, summons or order has been issued and is outstanding, no
complaint has been filed, no penalty has been assessed and no investigation or
review is pending or, to the best of the Borrower's knowledge, threatened by any
governmental or other entity (i) with respect to any alleged failure by the
Borrower or any of its Subsidiaries to have any permit, license or authorization
required under any Environmental Law in connection with the conduct of its
business or to comply with any Environmental Laws, or (ii) alleging any
liability on the part of the Borrower or any Subsidiary under any Environmental
Law regarding the presence of any Hazardous Material at, on or under any
property now or previously owned, leased or used by the Borrower or any of its
Subsidiaries or any other location to which Hazardous Materials from such
property had been transported or at which they have been disposed of, except to
the extent failure to comply would not have a material adverse effect on the
business, financial condition or operations of the Borrower and its Subsidiaries
taken as a whole.

            (c) No material oral or written notification of a release of a
Hazardous Material has been filed by or on behalf of the Borrower or any of its
Subsidiaries, and to the best of the Borrower's knowledge, no property now or
previously owned, leased or used by the Borrower or any of its Subsidiaries is
listed or, proposed for listing on the National Priorities List under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, or on any similar state list of sites requiring investigation or
clean-up.

            (d) To the best of the Borrower's knowledge, there are no
Encumbrances arising under or pursuant to any Environmental Law on any of the
real property or properties owned, leased or used by the Borrower or any of its
Subsidiaries and no governmental actions have been taken or, to the best of the
Borrower's knowledge, are in process which could subject any of such properties
to such liens or Encumbrances or, as a result of which the Borrower or any of
its Subsidiaries would be required to place any notice or restriction relating
to the presence of Hazardous Materials at any property owned by it in any deed
to such property.

            (e) Neither the Borrower nor any of its Subsidiaries nor, to the
best knowledge of the Borrower without investigation, any previous owner,
tenant, occupant or user of any property owned, leased or used by the Borrower
or any of its Subsidiaries has (i) engaged in or permitted any operations or
activities upon or any use or occupancy of such property, or any portion
thereof, for the handling, manufacture, treatment, storage, use, generation,
release, discharge, refining, dumping or disposal of any Hazardous Materials on,
under, in or about such property, except to the extent commonly used in
day-to-day operations of such property and in such case only in compliance in
all material respects with all Environmental Laws, or (ii) transported any
Hazardous Materials to, from or across such property except to the extent
commonly used in day-to-day operations of such property and, in such case, in
compliance in all material respects with, all Environmental Laws; nor to the
best knowledge of the Borrower without investigation have any Hazardous
Materials migrated from other properties upon, about or beneath such property,
nor, to the best knowledge of the Borrower, are any Hazardous Materials
presently deposited, stored or otherwise located on, under, in or about such
property


                                      -33-
<PAGE>

except to the extent commonly used in day-to-day operations of such property
and, in such case, in compliance in all material respects with all Environmental
Laws.

      4.17. Restrictions on the Borrower. Neither the Borrower nor any of its
Subsidiaries is party to or bound by any contract, agreement or instrument, nor
subject to any charter or other corporate restriction which will, under current
or foreseeable conditions, materially and adversely affect the business,
property, assets, operations or conditions, financial or otherwise of the
Borrower and its Subsidiaries taken as a whole.

      4.18. Labor Relations. There is (i) no unfair labor practice complaint
pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened, before the National Labor Relations
Board, and no grievance or arbitration proceeding arising out of or under any
collective bargaining agreement is so pending against the Borrower or any of its
Subsidiaries or, to the best knowledge of the Borrower, threatened, except for
such complaints, grievances and arbitration proceedings which, if adversely
decided, would not have a material and adverse effect on the condition
(financial or otherwise), properties, business or results of operations of the
Borrower or any of its Subsidiaries, (ii) no strike, labor dispute, slowdown or
stoppage pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries, except for any such labor action as would not have a material and
adverse effect on the condition (financial or otherwise), properties, business
or results of operations of the Borrower or any of its Subsidiaries and (iii) to
the best knowledge of the Borrower, no union representation question exists with
respect to the employees of the Borrower or any of its Subsidiaries and, to the
best knowledge of the Borrower, no union organizing activities are taking place,
except for any such question or activities as would not have a material and
adverse effect on the condition (financial or otherwise), properties, business
or results of operations of the Borrower or any of its Subsidiaries.

      4.19. Margin Rules. The Borrower does not own or have any present
intention of purchasing or carrying, and no portion of any Loan shall be used
for purchasing or carrying, any "margin security" or "margin stock" as such
terms are used in Regulations T, U or X of the Board of Governors of the Federal
Reserve System.

      4.20. Disclosure. No representation or warranty made by the Borrower in
any Loan Document and no document or information furnished to the Lender by or
on behalf of or at the request of the Borrower in connection with any of the
transactions contemplated by the Loan Documents contains any untrue statement of
a material fact or omits to state any material fact necessary in order to make
the statements contained therein not misleading in light of the circumstances in
which they are made.

      4.21. Intellectual Property.

            (a) To the best knowledge of the Borrower, none of the activities or
business conducted or proposed to be conducted by the Borrower or any of its
Subsidiaries infringes, violate or constitutes a misappropriation of (or in the
past infringed, violated or constituted a misappropriation of) any intellectual
property rights or any other Person. The Borrower has not


                                      -34-
<PAGE>

received any complaint, claim or notice alleging any such infringement,
violation or misappropriation, and to the knowledge of the Borrower, there is no
basis for any such complaint, claim or notice.

            (b) The Borrower and each of its Subsidiaries own free and clear of
all Encumbrances, or has the valid right to use all Intellectual Property, other
than Banyan Intellectual Property as to which no representation is given under
this Section 4.21(b), used by them in their respective business as currently
conducted or as currently proposed to be conducted except where not having such
rights would not have a material adverse effect on the Borrower and its
Subsidiaries taken as a whole. No other person or entity (other than licensors
of software that is generally commercially available, licensors of Intellectual
Property under the agreements disclosed pursuant to paragraph (d) below and
non-exclusive licensees of the Borrower's or any Subsidiary's Intellectual
Property, other than the Banyan Intellectual Property, in the ordinary course of
the Borrower's or such Subsidiary's business) has any right to any of the
Intellectual Property, other than the Banyan Intellectual Property, owned or
used by the Borrower or any of its Subsidiaries, and, to the Borrower's
knowledge, no other person or entity is infringing, violating or
misappropriating any of the Intellectual Property, other than the Banyan
Intellectual Property, that the Borrower owns.

            (c) Exhibit C hereto identifies each (i) patent that has been issued
or assigned to the Borrower or any of its Subsidiaries with respect to any of
their respective Intellectual Property, (ii) pending patent application that the
Borrower or any of its Subsidiaries has made with respect to any of their
respective Intellectual Property, (iii) any copyright or trademark registration
or application with respect to the Borrower's or any Subsidiary's Intellectual
Property, and (iv) any material license or other agreements pursuant to which
the Borrower or any Subsidiary has granted any rights to any third party with
respect to any of their respective Intellectual Property, other than the Banyan
Intellectual Property.

            (d) Exhibit C hereto identifies each agreement with a third party
pursuant to which the Borrower or any Subsidiary, other than Inactive
Subsidiaries, has obtained rights to Intellectual Property material to the
business of the Borrower or such Subsidiary (other than software that is
generally commercially available) that is owned by a Person other than the
Borrower or any of its Subsidiaries. Other than license fees for such software
and software that is generally commercially available, the Borrower is not
obligated to pay any royalties or other compensation to any third party in
respect of its ownership, use or license of any of its Intellectual Property.

                                   SECTION V.

                              AFFIRMATIVE COVENANTS

      The Borrower covenants that so long as any Loan, Letter of Credit or other
Obligation remains outstanding or the Lender or the Issuing Bank have any
obligation to lend or to issue any Letter of Credit hereunder:

      5.1. Financial Statements. The Borrower shall furnish to the Lender:


                                      -35-
<PAGE>

            (a) as soon as available to the Borrower, but in any event within 90
days after the end of each fiscal year, the Borrower's consolidated and
consolidating balance sheet as of the end of and related consolidated and
consolidating statements of income, retained earnings and cash flow for such
year, prepared in accordance with GAAP and audited and certified by the
Borrower's Accountants in the case of such consolidated statements, and
certified by the chief financial officer of the Borrower in the case of such
consolidating statements; and, concurrently with such financial statements, the
Borrower will use best commercial efforts to obtain a written statement by the
Borrower's Accountants that, in the making of the audit necessary for their
report and opinion upon such financial statements, without the need for any
additional procedures, they have obtained no actual knowledge of any Default or,
if in the opinion of such accountants any such Default exists, they shall
disclose in such written statement the nature and status thereof;

            (b) as soon as available to the Borrower, but in any event within 45
days after the end of each quarter, the Borrower's consolidated and
consolidating balance sheet as of the end of, and related consolidated and
consolidating statements of income, retained earnings and cash flow for, the
quarter then ended and the portion of the year then ended, prepared in
accordance with GAAP and certified by the chief financial officer of the
Borrower, except for lack of footnotes and subject to normal, recurring year-end
adjustments that shall not in the aggregate be material in amount;

            (c) concurrently with the delivery of each financial statement
pursuant to subsections (a) and (b) of this Section 5.1, a report in
substantially the form of Exhibit D hereto signed on behalf of the Borrower by
its chief financial officer;

            (d) as soon as available, but in any event within 21 days after (i)
the end of each month if there are any Loans outstanding or (ii) the end of each
quarter otherwise, a Borrowing Base Report, together with such other information
regarding Accounts Receivable as the Lender may require;

            (e) within 60 days following the first day of each fiscal year, the
Borrower's projections for such fiscal year, prepared on a monthly basis and
including consolidated balance sheets and statements of income, retained
earnings and cash flows;

            (f) promptly after the receipt thereof by the Borrower, copies of
any reports (including any so-called management letters) submitted to the
Borrower by independent public accountants in connection with any annual or
interim review of the accounts of the Borrower made by such accountants;

            (g) promptly after the same are delivered to its stockholders or the
Securities and Exchange Commission, copies of all proxy statements, financial
statements and reports as the Borrower shall send to its stockholders or as the
Borrower may file with the Securities and Exchange Commission or any
governmental authority at any time having jurisdiction over the Borrower or its
Subsidiaries;


                                      -36-
<PAGE>

            (h) within 21 days after the end of each quarter, an Accounts
Receivable aging report in form and substance satisfactory to the Lender; and

            (i) from time to time, such other financial data and information
about the Borrower or its Subsidiaries as the Lender may reasonably request.

      5.2. Conduct of Business. The Borrower and each of its Subsidiaries shall:

            (a) duly observe and comply in all material respects with all laws,
regulations, decrees, orders, judgments and valid requirements of any
governmental authorities applicable to (i) its corporate existence, rights and
franchises (other than Inactive Subsidiaries) and (ii) except where a failure to
do so would not, individually or in the aggregate, have a material adverse
effect on the Borrower and its Subsidiaries taken as whole, the conduct of its
business and to its property and assets (including without limitation all
Environmental Laws and ERISA), and shall maintain and keep in full force and
effect and comply in all material respects with all licenses and permits
necessary to the proper conduct of its business except where a failure to do so
would not, individually or in the aggregate, have a material adverse effect on
the Borrower and its Subsidiaries taken as whole;

            (b) maintain its existence and remain or engage substantially in the
same business as that in which it is now engaged and in no unrelated business
other than as expressly permitted by this Agreement.

      5.3. Maintenance and Insurance.

            (a) The Borrower and each of its Subsidiaries, other than Inactive
Subsidiaries, shall maintain their properties, other than the Banyan
Intellectual Property, in good repair, working order and condition as required
for the normal conduct of their business.

            (b) The Borrower and each of its Subsidiaries shall at all times
maintain liability and casualty insurance on its properties (including all
Collateral) with financially sound and reputable insurers in such amounts and
with such coverages, endorsements, deductibles and expiration dates as the
managers of the Borrower in the exercise of their reasonable judgment deem to be
adequate, as are customary in the industry for companies of established
reputation engaged in the same or similar business and owning or operating
similar properties and as shall be reasonably satisfactory to the Lender. The
Lender shall be named as loss payee, additional insured and/or mortgagee under
such insurance as the Lender shall require from time to time, and the Borrower
shall provide to the Lender loss payable endorsements in form and substance
reasonably satisfactory to the Lender. In addition, the Lender shall be given
thirty (30) days advance notice of any cancellation of insurance. In the event
of failure to provide and maintain insurance as herein provided, the Lender may,
at its option, provide such insurance and charge the amount thereof to the
Borrower as a Revolving Credit Loan. The Borrower shall furnish to the Lender
certificates or other evidence satisfactory to the Lender of compliance with the
foregoing insurance provisions. The Lender shall not, by the fact of approving,
disapproving or accepting any such insurance, incur any liability for the form
or legal sufficiency of insurance


                                      -37-
<PAGE>

contracts, solvency of insurance companies or payment of law suits, and the
Borrower hereby expressly assumes full responsibility therefor and liability, if
any, thereunder.

      5.4. Taxes. The Borrower shall pay or cause to be paid all taxes,
assessments or governmental charges on or against it or any of its Subsidiaries
or its or their properties on or prior to the time when they become due; except
for any tax, assessment or charge that is being contested in good faith by
appropriate proceedings and with respect to which adequate reserves have been
established and are being maintained in accordance with GAAP if no Encumbrance
shall have been filed to secure such tax, assessment or charge.

      5.5. Inspection. The Borrower shall permit the Lender and its designees,
at any reasonable time and on a semi-annual basis, and upon reasonable notice
(or if a Default shall have occurred and is continuing, at any time and without
prior notice), to (i) visit and inspect the properties of the Borrower and its
Subsidiaries, (ii) examine and make copies of and take abstracts from the books
and records of the Borrower and its Subsidiaries, and (iii) discuss the affairs,
finances and accounts of the Borrower and its Subsidiaries with their
appropriate officers, employees and accountants, all at the expense of the
Borrower. Without limiting the generality of the foregoing, the Borrower will
permit periodic reviews (as determined by the Lender) of the books and records
of the Borrower and its Subsidiaries to be carried out by the Lender's
commercial finance examiners. The Borrower shall also cooperate with the Lender
to arrange for verification of Accounts Receivable, under reasonable procedures.

      5.6. Maintenance of Books and Records. The Borrower and each of its
Subsidiaries shall keep adequate books and records of account, in which true and
complete entries will be made reflecting all of its business and financial
transactions in accordance with GAAP and applicable law.

      5.7. Use of Proceeds.

            (a) The Borrower will use the proceeds of Loans solely for the
working capital needs of the Borrower, including payment of the costs and
expenses of the transactions contemplated hereby.

            (b) No portion of any Loan shall be used for the "purpose of
purchasing or carrying" any "margin stock" or "margin security" as such terms
are used in Regulations T, U and X of the Board of Governors of the Federal
Reserve System, or otherwise in violation of such regulations.

      5.8. Further Assurances. At any time and from time to time the Borrower
shall, and shall cause each of its Subsidiaries to, execute and deliver such
further documents and take such further action as may reasonably be requested by
the Lender to effect the purposes of the Loan Documents.

      5.9. Notification Requirements. The Borrower shall furnish to the Lender:


                                      -38-
<PAGE>

            (a) promptly upon becoming aware of the existence of any condition
or event that constitutes a Default, written notice thereof specifying the
nature and duration thereof and the action being or proposed to be taken with
respect thereto;

            (b) promptly upon becoming aware of any litigation or of any
investigative proceedings by a governmental agency or authority commenced or
threatened against the Borrower or any of its Subsidiaries of which they have
notice, the outcome of which would or is likely to have a materially adverse
effect on the assets, business or prospects of the Borrower alone or the
Borrower and its Subsidiaries taken as a whole, written notice thereof and the
action being or proposed to be taken with respect thereto; and

            (c) promptly after any occurrence or after becoming aware of any
condition affecting the Borrower or any Subsidiary which is likely to constitute
a material adverse change in or which is likely to have a material adverse
effect on the business, properties or condition (financial or otherwise) of the
Borrower alone or the Borrower and its Subsidiaries, taken as a whole, written
notice thereof.

      5.10. ERISA Reports; Compliance.

            (a) Each Plan shall comply in all material respects with ERISA and
the Code, except to the extent failure to comply in any instance would not have
a material adverse effect on the business, financial condition or operations of
the Borrower and its Subsidiaries taken as a whole.

            (b) With respect to any Plan, the Borrower shall, or shall cause its
ERISA Affiliates to, furnish to the Lender promptly (i) as soon as possible and
in any event within 10 days after the Borrower or any of its ERISA Affiliates
knows that any material ERISA Event has occurred or is expected to occur, a
statement of the chief financial officer of the Borrower describing such ERISA
Event, including copies of any notice concerning such ERISA Event received from
the PBGC, a plan administrator, or from a Multiemployer Plan sponsor, and the
action, if any, the Borrower or such ERISA Affiliate proposes to take with
respect thereto; and (ii) promptly after filing thereof, a copy of the annual
report of each Pension Plan (Form 5500 or comparable form) required to be filed
with the IRS and/or the Department of Labor. Promptly after the adoption of any
Pension Plan, the Borrower shall notify the Lender of such adoption.

      5.11. Environmental Compliance.

            (a) The Borrower and its Subsidiaries will comply with all
Environmental Laws, except where failure to comply would not have a material
adverse effect on the Borrower and its Subsidiaries taken as a whole, in all
jurisdictions in which any of them operates now or in the future.

            (b) If the Borrower or any Subsidiary shall (i) receive notice that
any material violation of any Environmental Law may have been committed or is
about to be committed by the Borrower or any Subsidiary, (ii) receive notice
that any administrative or judicial complaint or order has been filed or is
about to be filed against the Borrower or any Subsidiary alleging a material
violation of any Environmental Law requiring the Borrower or any Subsidiary to
take


                                      -39-
<PAGE>

any action in connection with the release of Hazardous Materials into the
environment, (iii) receive any notice from a federal, state or local government
agency or private party alleging that the Borrower or any Subsidiary may be
liable or responsible for any material amount of costs associated with a
response to or cleanup of a release of Hazardous Materials into the environment
or any damages caused thereby, (iv) become aware of any investigative action or
proceedings by a governmental agency or authority commenced or threatened
against the Borrower or any of its Subsidiaries regarding any potential
violation of Environmental Laws or any spill, release, discharge or disposal of
any Hazardous Material or (v) notify any governmental agency or authority
regarding any potential violation of Environmental Laws or any spill, release,
discharge or disposal of any Hazardous Material by the Borrower or any
Subsidiary which is reasonably expected to result in a liability that will have
a material adverse effect on the business, financial condition or operations of
the Borrower or its Subsidiaries taken as a whole, the Borrower shall promptly
notify the Lender thereof (together with a copy of any such notice) and of any
action being or proposed to be taken with respect thereto and thereafter shall
continue to furnish to the Lender all further notices, demands, reports and
other information regarding the foregoing.

            (c) Within fifteen (15) days after the Borrower or any Subsidiary
has learned of the enactment or promulgation of any Environmental Law which may
result in any material adverse change in the condition, financial or otherwise,
of the Borrower or any Subsidiary, the Borrower or such Subsidiary shall provide
the Lender with notice thereof.

      5.12. Inactive Subsidiaries. In the event that any Inactive Subsidiary
shall at any time have (i) assets with a fair market value of $100,000 or more
and (ii) $25,000 or more in revenues for the immediately preceding consecutive
12 month period, such Inactive Subsidiary shall cease to be an Inactive
Subsidiary. The Borrower shall immediately notify the Lender that such Inactive
Subsidiary has ceased to be an Inactive Subsidiary and shall cause each such
domestic Inactive Subsidiary to become a Guarantor hereunder and to execute and
deliver to the Lender an Instrument of Adherence to the Subsidiary Guaranty, a
Guarantor Security Agreement, and such further documents and take such further
action as may reasonably be requested by the Lender.

                                  SECTION VI.

                               FINANCIAL COVENANTS

      The Borrower covenants that so long as any Loan, Letter of Credit or other
Obligation remains outstanding or the Lender or the Issuing Bank have any
obligation to make any Loan or issue any Letter of Credit hereunder:

      6.1. Consolidated Net Worth. The Borrower shall at all times maintain
Consolidated Net Worth of not less than $100,000,000, plus (a) 100% of the net
proceeds of any additional paid in capital or other equity investments or the
proceeds of the issuance and sale of any common or preferred stock of the
Borrower, in each case received from and after the date hereof, plus (b) 80% of
Consolidated Net Income for the fiscal quarter ended June 30, 2000, and for each
fiscal quarter thereafter (for purposes of this clause (b), only positive
Consolidated Net Income shall be included and any net losses shall be
disregarded), minus (c) the lesser of (i) the


                                      -40-
<PAGE>

loss resulting from the Borrower's current Eligible Equity Derivative Contract
with respect to Software.com and (ii) $6,000,000.

      6.2. Leverage Ratio. The Borrower shall not permit at any time the
Leverage Ratio to exceed 1.00 to 1.00 (as determined at the end of each fiscal
quarter)

      6.3. Interest Coverage. The Borrower shall not permit the ratio of EBITDA
to Interest Expense for any four consecutive fiscal quarters ending in the
following fiscal quarters (as determined at the end of each fiscal quarter for
the four quarters then ended, taken as a single fiscal period) to be less than
(i) 2.00 to 1.00 for the fiscal quarter ending June 30, 2001 through the fiscal
quarter ending September 30, 2001 and (ii) 3.00 to 1.00 for the fiscal quarter
ending December 31, 2001 and all fiscal quarters thereafter.

      6.4. Quick Ratio. The Borrower shall at all times maintain a Quick Ratio
of not less than 2.00 to 1.00 (as determined at the end of each fiscal quarter).

                                  SECTION VII.

                               NEGATIVE COVENANTS

      The Borrower covenants that so long as any Loan, Letter of Credit or other
Obligation remains outstanding or the Lender or the Issuing Bank have any
obligation to make any Loan or to issue any Letter of Credit hereunder:

      7.1. Indebtedness. Neither the Borrower nor any of its Subsidiaries shall
create, incur, assume, guarantee or be or remain liable with respect to any
Indebtedness other than the following:

            (a) Obligations;

            (b) Indebtedness existing as of the date of this Agreement and
disclosed on Exhibit C hereto and renewals and refinancings thereof, but not any
increase in the principal amounts thereof;

            (c) Indebtedness for taxes, assessments or governmental charges to
the extent that payment therefor shall at the time not be required to be made in
accordance with Section 5.4;

            (d) current liabilities on open account for the purchase price of
services, materials and supplies incurred by the Borrower in the ordinary course
of business (not as a result of borrowing), so long as all of such open account
Indebtedness shall be promptly paid and discharged when due or in conformity
with customary trade terms and practices, except for any such open account
Indebtedness which is being contested in good faith by the Borrower, as to which
adequate reserves required by GAAP have been established and are being
maintained and as to which no Encumbrance has been placed on any property of the
Borrower or any of its Subsidiaries, unless, but only so long as, enforcement of
such Encumbrance has been stayed;


                                      -41-
<PAGE>

            (e) Indebtedness directly relating to Capital Expenditures incurred
in the ordinary course of business and renewals and refinancings thereof,
provided (i) that the aggregate amount of such Indebtedness (including, without
limitation, any such Indebtedness permitted pursuant to Section 7.1(b)), other
than with respect to capital leases, does not exceed $2,000,000 in the aggregate
at any time outstanding, and (ii) that the aggregate amount of such Indebtedness
with respect to capital leases (including, without limitation, any such
Indebtedness permitted pursuant to Section 7.1(b)), does not exceed $3,000,000
in the aggregate at any time outstanding;

            (f) Guarantees permitted under Section 7.2 hereof; and

            (g) Interest Rate Contracts, Equity Derivative Contracts and Foreign
Currency Contracts undertaken by the Borrower in the ordinary course of business
consistent with past practices.

      7.2. Contingent Liabilities. Neither the Borrower nor any of its
Subsidiaries shall create, incur, assume, guarantee or be or remain liable with
respect to any Guarantees other than (i) Guarantees existing on the date of this
Agreement and disclosed on Exhibit C hereto, (ii) Guarantees resulting from the
endorsement of negotiable instruments for deposit or collection in the ordinary
course of business, and (iii) Guarantees by the Borrower of obligations of its
Subsidiaries not to exceed in the aggregate at any time outstanding, an amount
equal to $5,000,000 minus the total amount of Investments at any time
outstanding permitted pursuant to Section 7.7(i)(x) of this Agreement.

      7.3. Encumbrances. Neither the Borrower nor any of its Subsidiaries shall
create, incur, assume or suffer to exist any mortgage, pledge, security
interest, lien or other charge or encumbrance of any kind, including the lien or
retained security title of a conditional vendor upon or with respect to any of
its property or assets ("Encumbrances"), or assign or otherwise convey any right
to receive income, including the sale or discount of Accounts Receivable with or
without recourse, except the following ("Permitted Encumbrances"):

            (a) Encumbrances in favor of the Lender or the Issuing Bank to
secure Obligations;

            (b) Encumbrances existing as of the date of this Agreement and
disclosed in Exhibit C hereto;

            (c) Encumbrances securing Indebtedness permitted by Section 7.1(e),
provided that (i) each such Encumbrance is given solely to secure the purchase
price of the property acquired, does not extend to any other property and is
given at the time of acquisition of the property, and (ii) the Indebtedness
secured thereby does not exceed the lesser of the cost of such property or its
fair market value at the time of acquisition;

            (d) liens for taxes, fees, assessments and other governmental
charges to the extent that payment of the same may be postponed or is not
required in accordance with the provisions of Section 5.4;


                                      -42-
<PAGE>

            (e) landlords' and lessors' liens in respect of rent not in default
or liens in respect of pledges or deposits under workmen's compensation,
unemployment insurance, social security laws, or similar legislation (other than
ERISA) or in connection with appeal and similar bonds incidental to litigation;
mechanics', warehouseman's, laborers' and materialmen's and similar liens, if
the obligations secured by such liens are not then delinquent; liens securing
the performance of bids, tenders, contracts (other than for the payment of
money); and liens securing statutory obligations or surety, indemnity,
performance, or other similar bonds incidental to the conduct of the Borrower's
or a Subsidiary's business in the ordinary course and that do not in the
aggregate materially detract from the value of its property or materially impair
the use thereof in the operation of its business;

            (f) judgment liens securing judgments that (i) are not fully covered
by insurance, and (ii) shall not have been in existence for a period which is
the longer of (i) 30 days after the creation thereof, or (ii) if a stay of
execution shall have been obtained within 30 days of entry of such judgment, the
expiration of such stay;

            (g) rights of lessors under capital leases to the extent such
capital leases are permitted under Section 7.1(e);

            (h) easements, rights of way, restrictions and other similar charges
or Encumbrances relating to real property and not interfering in a material way
with the ordinary conduct of the Borrower's business; and

            (i) liens constituting a renewal, extension or replacement of any
Permitted Encumbrance.

            (j) Encumbrances on the Borrower's holdings of common stock in
Switchboard, Software.com or any non-Affiliate Person in connection with Equity
Derivative Contracts entered into by the Borrower.

      7.4.  Consolidation, Merger or Acquisition, Dispositions.

            (a) Neither the Borrower nor any of its Subsidiaries shall merge or
consolidate with or into any other Person, or make any acquisition of the
business or assets of any other Person except: (i) any Subsidiary of the
Borrower which is a Guarantor may merge into the Borrower or any wholly-owned
Subsidiary of the Borrower which is a Guarantor; (ii) Investments to the extent
permitted by Section 7.7 hereof; and (iii) Permitted Acquisitions. For purposes
hereof a "Permitted Acquisition" is an acquisition which satisfies the following
requirements: (A) if it involves an asset purchase, stock purchase or a merger
or consolidation, upon the consummation of which the surviving or acquired party
shall be the Borrower or a Subsidiary of the Borrower which is a Guarantor; (B)
at the time of such acquisition and after giving effect thereto on a pro forma
basis no Event of Default shall have occurred and be continuing; (C) is not
hostile or contested; (D) the acquisition shall be financed entirely with cash
and/or common stock (or options exercisable into common stock) of the Borrower
and (E) the conditions set forth in Section 7.4(b) hereof shall have been
satisfied with respect to the proposed acquisition.


                                      -43-
<PAGE>

            (b) In addition to the requirements set forth in Section 7.4(a), the
following additional conditions must be satisfied with respect to each Permitted
Acquisition involving an aggregate acquisition price in excess of Five Million
Dollars ($5,000,000):

            (i) At least 90% of the business of each business or Person to be
      acquired shall be in the same or a related line of business to the then
      current businesses conducted by the Borrower and its Subsidiaries, shall
      be organized in and conduct its business operations primarily in the
      United States and shall have EBITDA with adjustments for certain one-time
      savings reasonably acceptable to the Lender for the twelve months
      immediately preceding the proposed acquisition date greater than $1.00;

            (ii) The amount of (x) cash consideration in connection with all
      acquisitions shall not exceed Thirty Million Dollars ($30,000,000) in the
      aggregate and (y) common stock consideration in connection with all
      acquisitions shall not exceed Forty-Five Million ($45,000,000) in the
      aggregate;

            (iii) (x) All necessary consents, approvals, licenses, permissions,
      registrations or validations ("Consents") of any governmental authority
      and (y) all Consents of any other Person, required for the consummation of
      the proposed acquisition shall have been obtained and shall be in full
      force and effect except for such Consents which in the reasonable business
      judgment of the Borrower will not, individually or in the aggregate, have
      a material adverse effect on the Borrower or its Subsidiaries taken as a
      whole;

            (iv) Not less than five (5) Business Days prior to closing, the
      Borrower shall have provided the Lender with copies of the following: (A)
      a pro forma report in the form of Exhibit D hereto to the Lender which
      shall demonstrate that on a pro forma basis and after giving effect to the
      proposed acquisition that the Borrower will be in compliance with the
      financial covenants set forth in Section 6 hereof; (B) the draft
      acquisition agreement for such proposed acquisition; (C) the financial
      statements of the target entity (audited or reviewed to the extent
      available); (D) financial projections for the target entity (if
      available); and (E) due diligence summaries (if available) provided,
      however, that the Borrower shall deliver to the Lender such additional
      information or documents as the Lender shall reasonably request, provided
      that any such additional request shall not extend or delay the running of
      the aforementioned five (5) Business Day period; and

            (v) Each new Subsidiary of the Borrower formed to make such
      acquisition and each Person to be acquired which becomes a Subsidiary of
      the Borrower shall agree to become a Guarantor of the Obligations and
      shall have executed such instruments in connection therewith as the Lender
      and its counsel shall reasonably request, including without limitation an
      Instrument of Adherence to the Subsidiary Guaranty and a Guarantor
      Security Agreement;

            (c) In the event a proposed acquisition fails to meet any of the
requirements for a Permitted Acquisition set forth in Section 7.4(b), the
Borrower may request the consent thereto of the Lender in the exercise of its
sole discretion, which consent shall be granted or


                                      -44-
<PAGE>

denied as soon as reasonably possible (but in no event later than two weeks
after the date on which the Lender shall have received copies of the items
listed in Section 7.4(b)(iv)).

            (d) The Borrower shall not, and shall not permit any Subsidiary to,
sell, lease (as lessor) or otherwise dispose of any assets or properties, other
than (i) sales of Qualified Investments and obsolete or worn out equipment, in
each case in the ordinary course of business and consistent with past practices
and (ii) the Banyan Intellectual Property Disposition

      7.5. Subsidiaries. The Borrower shall not permit any of its Subsidiaries
to issue any additional shares of its capital stock or other equity securities,
any options therefor or any securities convertible thereto, other than to the
Borrower. Neither the Borrower nor any of its Subsidiaries shall sell, transfer
or otherwise dispose of any of the capital stock or other equity securities of a
Subsidiary, except to the Borrower or any of its wholly-owned Subsidiaries. The
Borrower shall not, and shall not permit any of its Subsidiaries to, create or
otherwise suffer to exist any consensual Encumbrances or restrictions on the
ability of any Subsidiary to pay dividends or make any other distributions on
its equity interests held by the Borrower or pay any Indebtedness owed to the
Borrower or any Subsidiary or to make loans or advances or transfer any of its
assets to the Borrower or any other Subsidiary.

      7.6. Restricted Payments. Neither the Borrower nor any of its Subsidiaries
shall pay, make, declare or authorize any Restricted Payment other than:

                  (i) compensation paid to employees, officers and directors in
            the ordinary course of business and consistent with prudent business
            practices (including, without limitation, equity incentives under
            the Borrower's stock plans, loans made in connection with such stock
            plans and the Borrower's performance management plan);

                  (ii) dividends payable solely in common stock;

                  (iii) dividends paid by any Subsidiary to the Borrower.

      7.7. Investments; Purchases of Assets. Neither the Borrower nor any of its
Subsidiaries shall make or maintain any Investments or purchase or otherwise
acquire any material amount of assets other than:

            (i) Investments in Subsidiaries, provided, that (x) Investments,
      other than short term Investments made in the ordinary course of business
      and consistent with past practices, in Subsidiaries other than the
      Guarantors shall not exceed $5,000,000 per annum in the aggregate and (y)
      all Investments in Subsidiaries other than the Guarantors (including
      Investments permitted under clause (x) above), shall not exceed
      $10,000,000 per annum in the aggregate, provided however, the dollar
      limits set forth in clauses (x) and (y) above shall be reduced by the
      aggregate amount of outstanding Guarantees permitted pursuant to Section
      7.2 of this Agreement;

            (ii) Qualified Investments;


                                      -45-
<PAGE>

            (iii) Capital Expenditures provided (i) that the aggregate amount of
      such Capital Expenditures, other than with respect to capital leases, do
      not exceed $2,000,000 in the aggregate per annum, and (ii) that the
      aggregate amount of such Capital Expenditures with respect to capital
      leases does not exceed $3,000,000 in the aggregate at any time
      outstanding;

            (iv) purchases of inventory in the ordinary course of business;

            (v) normal trade credit extended in the ordinary course of business
      and consistent with prudent business practice;

            (vi) investments in information technology consulting and service
      companies in similar lines of business as the Borrower as long as no Event
      of Default has occurred and is continuing or could reasonably be expected
      to arise therefrom, provided that the aggregate amount of such investments
      do not exceed the greater of (i) $15,000,000 in cash and (ii) 10% of
      Consolidated Net Worth, in the aggregate at any time outstanding; and

            (vii) Permitted Acquisitions.

      7.8. ERISA Compliance. Neither the Borrower nor any of its ERISA
Affiliates nor any Plan shall (i) engage in any Prohibited Transaction which
would have a material adverse effect on the business, financial condition or
operations of the Borrower and its Subsidiaries taken as a whole, (ii) incur any
material "accumulated funding deficiency" (within the meaning of Section 412(a)
of the Code and Section 302 of ERISA), whether or not waived, (iii) permit to
exist any material amount of "unfunded benefit liabilities" (within the meaning
of Section 4001(a)(18) of ERISA), (iv) terminate any Pension Plan in a manner
which could result in the imposition of a lien on any property of the Borrower
or any of its Subsidiaries, (v) fail to make any required contribution to any
Multiemployer Plan or (vi) completely or partially withdraw from a Multiemployer
Plan if such complete or partial withdrawal will result in any material
withdrawal liability under Title IV of ERISA.

      7.9. Transactions with Affiliates. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, enter into any
purchase, sale, lease, loan or other transaction with any Affiliate except (i)
transactions in the ordinary course of business on terms that are no less
favorable to the Borrower than those which might be obtained at the time in a
comparable arm's-length transaction with any Person who is not an Affiliate
(including without limitation, Switchboard); and (ii) employment contracts with
senior management of the Borrower entered into in the ordinary course of
business and consistent with prudent business practices. Notwithstanding the
foregoing, the Borrower will not, and will not permit any Subsidiary to,
directly or indirectly, pay any management, consulting, overhead, indemnity,
guarantee or other similar fee or charge to any Affiliate.

      7.10. Fiscal Year. The Borrower and its Subsidiaries shall not change
their fiscal years without the prior written consent of the Lender.


                                      -46-
<PAGE>

                                 SECTION VIII.

                                    DEFAULTS

      8.1. Events of Default. There shall be an Event of Default hereunder if
any of the following events occurs:

            (a) the Borrower or any Subsidiary shall fail to pay any principal
of any Loan, any Reimbursement Obligation or any interest, fees or other amounts
owing by it under any Loan Document or in respect of any Obligation when the
same shall become due and payable, whether at maturity or at any accelerated
date of maturity or at any other date fixed for payment; or

            (b) the Borrower or any Subsidiary shall fail to perform or comply
with any term, covenant or agreement applicable to it contained in Sections
5.2(b), 5.5, 5.7, 5.9(a), 6 and 7 (other than Section 7.8 and 7.10) of this
Agreement; or

            (c) the Borrower or any Subsidiary shall fail to perform or comply
with any term, covenant or agreement applicable to it (other than as specified
in subsections 8.1(a) or (b) hereof) contained in this Agreement or any other
Loan Document and such default shall continue for ten (10) days;

            (d) any representation or warranty of the Borrower made in this
Agreement or any other Loan Document or in any certificate, notice or other
writing delivered hereunder or thereunder shall prove to have been false in any
material respect upon the date when made or deemed to have been made; or

            (e) the Borrower or any of its Subsidiaries shall fail to pay when
due (after any applicable period of grace) any amount payable (i) under any
Indebtedness exceeding $400,000 in principal amount or (ii) under any agreement
for the use of real or personal property requiring aggregate payments in excess
of $350,000 in any twelve month period, or fail to observe or perform any term,
covenant or agreement evidencing or securing such Indebtedness or relating to
such agreement for the use of real or personal property; or

            (f) the Borrower or any of its Subsidiaries shall (i) apply for or
consent to the appointment of, or the taking of possession by, a receiver,
custodian, trustee, liquidator or similar official of itself or of all or a
substantial part of its property, (ii) be generally not paying its debts as such
debts become due, (iii) make a general assignment for the benefit of its
creditors, (iv) commence a voluntary case under the United States Bankruptcy
Code (as now or hereafter in effect), (v) take any action or commence any case
or proceeding under any law relating to bankruptcy, insolvency, reorganization,
winding-up or composition or adjustment of debts, or any other law providing for
the relief of debtors, (vi) fail to contest in a timely or appropriate manner,
or acquiesce in writing to, any petition filed against it in an involuntary case
under the United States Bankruptcy Code or other law, (vii) take any action
under the laws of its jurisdiction of incorporation or organization similar to
any of the foregoing, or (viii) take any corporate action for the purpose of
effecting any of the foregoing; or


                                      -47-
<PAGE>

            (g) a proceeding or case shall be commenced against the Borrower or
any of its Subsidiaries, without the application or consent of such Borrower or
such Subsidiary in any court of competent jurisdiction, seeking (i) the
liquidation, reorganization, dissolution, winding up, or composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets, or (iii) similar relief in respect of it, under any law relating to
bankruptcy, insolvency, reorganization, winding-up or composition or adjustment
of debts or any other law providing for the relief of debtors, and such
proceeding or case shall continue undismissed, or unstayed and in effect, for a
period of 30 days; or an order for relief shall be entered in an involuntary
case under the Federal Bankruptcy Code, against the Borrower or such Subsidiary;
or action under the laws of the jurisdiction of incorporation or organization of
the Borrower or any of its Subsidiaries similar to any of the foregoing shall be
taken with respect to the Borrower or such Subsidiary and shall continue
unstayed and in effect for a period of 30 days; or

            (h) a judgment or order for the payment of money shall be entered
against the Borrower or any of its Subsidiaries by any court, or a warrant of
attachment or execution or similar process shall be issued or levied against
property of the Borrower or such Subsidiary, that in the aggregate exceeds
$400,000 in value, the payment of which is not fully covered by insurance in
excess of any deductibles not exceeding $50,000 in the aggregate, and such
judgment, order, warrant or process shall continue undischarged or unstayed for
30 days; or

            (i) the Borrower or any ERISA Affiliate shall fail to pay when due
any material amount that they shall have become liable to pay to the PBGC or to
a Plan under Title IV of ERISA, unless such liability is being contested in good
faith by appropriate proceedings, the Borrower or the ERISA Affiliate, as the
case may be, has established and is maintaining adequate reserves in accordance
with GAAP and no lien shall have been filed to secure such liability; or the
PBGC shall institute proceedings under Title IV of ERISA to terminate or to
cause a trustee to be appointed to administer any such Plan or Plans; or a
condition shall exist by reason of which the PBGC would be entitled to obtain a
decree adjudicating that any such Plan or Plans must be terminated; or

            (j) any of the Loan Documents shall be canceled, terminated, revoked
or rescinded otherwise than in accordance with the express terms thereof or with
the express prior written agreement, consent or approval of the Lender, or any
action at law or in equity or other legal proceeding to cancel, revoke or
rescind any Loan Document shall be commenced by or on behalf of the Borrower, or
any court or other governmental or regulatory authority or agency of competent
jurisdiction shall make a determination that, or shall issue a judgment, order,
decree or ruling to the effect that, any one or more of the Loan Documents is
illegal, invalid or unenforceable in accordance with the terms thereof; or

            (k) the Borrower or its Subsidiaries shall fail at any time to own
more than a majority of the equity interests of each of its Subsidiaries and to
have the unrestricted ability to exercise voting and management control of each
of its Subsidiaries.

      8.2. Remedies. Upon the occurrence of an Event of Default described in
subsections 8.1(f) and (g), immediately and automatically, and upon the
occurrence of any other Event of


                                      -48-
<PAGE>

Default, at any time thereafter while such Event of Default is continuing, at
the option of the Lender and upon the Lender's declaration:

            (a) the obligation of the Lender to make any further Loans and of
the Issuing Bank to issue any Letters of Credit hereunder shall terminate;

            (b) the unpaid principal amount of the Loans together with accrued
interest, all Reimbursement Obligations and all other Obligations shall become
immediately due and payable without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived; and

            (c) the Lender and the Issuing Bank may exercise any and all rights
they have under this Agreement, the other Loan Documents or at law or in equity,
and proceed to protect and enforce their respective rights by any action at law
or in equity or by any other appropriate proceeding.

No remedy conferred upon the Lender or the Issuing Bank in the Loan Documents is
intended to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or by any other
provision of law. Without limiting the generality of the foregoing or of any of
the terms and provisions of any of the Security Documents, if and when the
Lender exercises remedies under the Security Documents with respect to
Collateral, the Lender may, in its sole discretion, determine which items and
types of Collateral to dispose of and in what order and may dispose of
Collateral in any order the Lender shall select in its sole discretion, and the
Borrower consents to the foregoing and waives all rights of marshalling with
respect to all Collateral.

                                  SECTION IX.

                          ASSIGNMENT AND PARTICIPATION

      9.1.  Assignment.

            (a) Fleet shall have the right to assign at any time all or any
portion of its Commitment hereunder and its interests in the risk relating to
any Loans in an amount equal to or greater than $1,000,000 to other banks or
financial institutions (each an "Assignee") provided that if no Default or Event
of Default shall have occurred and be continuing, each Assignee which is not an
Affiliate of Fleet or a Federal Reserve Bank shall be subject to prior approval
by the Borrower (such approval not to be unreasonably withheld or delayed). Each
Assignee shall execute and deliver to Fleet and the Borrower a joinder
agreement. Upon the execution and delivery of such joinder agreement, (a) such
Assignee shall, on the date and to the extent provided in such joinder
agreement, become a "Lender" party to this Agreement and the other Loan
Documents for all purposes of this Agreement and the other Loan Documents and
shall have all rights and obligations of a "Lender" with a Commitment as set
forth in such joinder agreement, and Fleet shall, on the date and to the extent
provided in such joinder agreement, be released prospectively from its
obligations hereunder and under the other Loan Documents to a


                                      -49-
<PAGE>

corresponding extent (and, in the case of an assignment covering all of the
remaining portion of Fleet's rights and obligations under this Agreement, Fleet
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Section 10.3 and to any fees accrued for its account hereunder and
not yet paid); (b) the assigning Lender, if it holds any Notes, shall promptly
surrender such Notes to the Borrower for cancellation, provided that if Fleet
has retained any Commitment, the Borrower shall execute and deliver to Fleet new
Notes in the amount of its retained Commitment; (c) the Borrower shall issue to
such Assignee Notes in the amount of such Assignee's Commitment, dated the
Closing Date or such other date as may be specified by such Assignee and
otherwise completed in substantially the form of Exhibit A; (d) this Agreement
shall be deemed appropriately amended to reflect (i) the status of such Assignee
as a party hereto and (ii) the status and rights of the Lenders hereunder; and
(e) the Borrower shall take such action as Fleet may reasonably request to
perfect any security interests or mortgages in favor of the Lenders.

            (b) If the Assignee, or any Participant pursuant to Section 9.2
hereof, is organized under the laws of a jurisdiction other than the United
States or any state thereof, such Assignee shall execute and deliver to the
Borrower, simultaneously with or prior to such Assignee's execution and delivery
of the counterpart joinder described above in Section 9.1(a), and such
Participant shall execute and deliver to the Lender, a United States Internal
Revenue Service Form W-8ECI or W-8BEN (or any successor form), appropriately
completed, wherein such Assignee or Participant claims entitlement to complete
exemption from United States Federal Withholding Tax on all interest payments
hereunder and all fees payable pursuant to any of the Loan Documents. The
Borrower shall not be required to pay any increased amount to any Assignee or
other Lender on account of taxes to the extent such taxes would not have been
payable if the Assignee or Participant had furnished one of the Forms referenced
in this Section 9.1(b) unless the failure to furnish such a Form results from
(i) a condition or event affecting the Borrower or an act or failure to act of
the Borrower or (ii) the adoption of or change in any law, rule, regulation or
guideline affecting such Assignee or Participant occurring (x) after the date on
which any such Assignee executes and delivers the counterpart joinder, or (y)
after the date such Assignee shall otherwise comply with the provisions of
Section 9.1(a), or (z) after the date a Participant is granted its
participation.

            (c) The Lender may at any time pledge all or any portion of its
rights under the Loan Documents including any portion of this Note to any of the
twelve (12) Federal Reserve Banks organized under Section 4 of the Federal
Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement
thereof shall release the Lender from its obligations under any of the Loan
Documents.

      9.2. Participations. The Lender shall have the unrestricted right to grant
participations to one or more banks or other financial institutions (each a
"Participant") in all or any part of any Loans owing to the Lender and the Note
held by the Lender. The Lender shall retain the sole right to approve, without
the consent of any Participant, any amendment, modification or waiver of any
provision of the Loan Documents, provided that the documents evidencing any such
participation may provide that, except with the consent of such Participant, the
Lender will not consent to (a) the reduction in or forgiveness of the stated
principal of or rate of interest on or commitment fee with respect to the
portion of any Loan subject to such participation, (b) the


                                      -50-
<PAGE>

extension or postponement of any stated date fixed for payment of principal or
interest or commitment fee with respect to the portion of any Loan subject to
such participation, (c) the waiver or reduction of any right to indemnification
of the Lender hereunder, or (d) except as otherwise permitted hereunder, the
release of any Collateral. Notwithstanding the foregoing, no participation shall
operate to increase the total Commitments hereunder or otherwise alter the
substantive terms of this Agreement. In the event of any such sale by the Lender
of participating interests to a Participant, the Lender's obligations under this
Agreement shall remain unchanged, the Lender shall remain solely responsible for
the performance thereof, the Lender shall remain the holder of such Note for all
purposes under this Agreement and the Borrower shall continue to deal solely and
directly with the Lender in connection with the Lender's rights and obligations
under this Agreement.

                                   SECTION X.

                                     GENERAL

      10.1. Notices. Unless otherwise specified herein, all notices hereunder to
any party hereto shall be in writing and shall be deemed to have been given when
delivered by hand, or when sent by electronic facsimile transmission, or on the
first Business Day after delivery to any overnight delivery service, freight
pre-paid, or five (5) days after being sent by certified or registered mail,
return receipt requested, postage pre-paid, and addressed to such party at its
address indicated below:

      If to the Borrower, at

            ePresence, Inc.
            120 Flanders Road
            P.O. Box 5013
            Westboro, Massachusetts 01581-5013

            Attention: General Counsel

            Facsimile: (508) 836-3281

      with a copy (which shall not constitute notice) to:

            Hale and Dorr LLP
            60 State Street
            Boston, Massachusetts 02109-1803
            Attention: Mark Polebaum, Esq.

            Facsimile: (617) 526-5000


                                      -51-
<PAGE>

            If to the Lender, at


            100 Federal Street
            Mail Stop MA DE 10008H
            Boston, Massachusetts 02110
            Attention: Daniel G. Head, Jr., Director

            Facsimile: (617) 434-0819

      with a copy (which shall not constitute notice) to:

            Sullivan & Worcester LLP
            One Post Office Square
            Boston, MA  02109
            Attention:  Dennis J. White, Esq.

            Facsimile:  (617) 338-2880

or at any other address specified by such party in writing.

      10.2. Expenses. Whether or not the transactions contemplated herein shall
be consummated, the Borrower promises to reimburse the Lender and the Issuing
Bank for all reasonable out-of-pocket fees and disbursements (including all
reasonable attorneys' fees and collateral evaluation costs) incurred or expended
in connection with the preparation, filing or recording, or interpretation of
this Agreement and the other Loan Documents, or any amendment, modification,
approval, consent or waiver hereof or thereof, or in connection with the
enforcement of any Obligations or the satisfaction of any indebtedness of the
Borrower hereunder or thereunder, or in connection with any litigation,
proceeding or dispute in any way related to the credit hereunder, and the amount
of all such expenses shall, until paid, bear interest at the rate applicable to
principal hereunder (including any default rate) and be an Obligation secured by
any Collateral. The Borrower will pay any taxes (including any interest and
penalties in respect thereof), other than the Lender's federal and state income
taxes, payable on or with respect to the transactions contemplated by the Loan
Documents (the Borrower hereby agreeing to indemnify the Lender and the Issuing
Bank with respect thereto).

      10.3. Indemnification. The Borrower agrees to indemnify and hold harmless
the Lender and the Issuing Bank, as well as their respective shareholders,
directors, officers, agents, attorneys, subsidiaries and affiliates, from and
against all damages, losses, settlement payments, obligations, liabilities,
claims, suits, penalties, assessments, citations, directives, demands,
judgments, actions or causes of action, whether statutorily created or under the
common law, all reasonable costs and expenses (including, without limitation,
reasonable fees and disbursements of attorneys, engineers and consultants) and
all other liabilities whatsoever (including, without limitation, liabilities
under Environmental Laws) which shall at any time or times be incurred,
suffered, sustained or required to be paid by any such indemnified Person
(except any of the foregoing which result from the gross negligence or willful
misconduct of the indemnified Person) on account of or in relation to or any way
in connection with any of the arrangements or


                                      -52-
<PAGE>

transactions contemplated by, associated with or ancillary to this Agreement,
the other Loan Documents or any other documents executed or delivered in
connection herewith or therewith, all as the same may be amended from time to
time, or with respect to any Letters of Credit, whether or not all or part of
the transactions contemplated by, associated with or ancillary to this
Agreement, any of the other Loan Documents or any such other documents are
ultimately consummated. In any investigation, proceeding or litigation, or the
preparation therefor, the Lender shall select its own counsel and, in addition
to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable
fees and expenses of such counsel. In the event of the commencement of any such
proceeding or litigation, the Borrower shall be entitled to participate in such
proceeding or litigation with counsel of its choice at its own expense. The
Borrower authorizes the Lender and the Issuing Bank to charge any deposit
account or Note Record which it may maintain with any of them for any of the
foregoing. The covenants of this Section 10.3 shall survive payment or
satisfaction of payment of all amounts owing with respect to the Notes, any
other Loan Document or any other Obligation.

      10.4. Survival of Covenants, Etc. All covenants, agreements,
representations and warranties made herein, in the other Loan Documents or in
any documents or other papers delivered by or on behalf of the Borrower pursuant
hereto shall be deemed to have been relied upon by the Lender and the Issuing
Bank, notwithstanding any investigation heretofore or hereafter made by any of
them, and shall survive the making by the Lender of the Loans as herein
contemplated, and shall continue in full force and effect so long as any
Obligation remains outstanding and unpaid or the Lender has any obligation to
make any Loans hereunder or the Issuing Bank has any obligation to issue any
Letter of Credit. All statements contained in any certificate or other writing
delivered by or on behalf of the Borrower pursuant hereto or in connection with
the transactions contemplated hereby shall constitute representations and
warranties by the Borrower hereunder.

      10.5. Set-Off. The Borrower hereby grants to the Lender, a lien, security
interest and right of setoff as security for all liabilities and obligations to
the Lender, whether now existing or hereafter arising, upon and against all
deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of the Lender or any entity under the control of
FleetBoston Financial Corporation and its successors and assigns, or in transit
to any of them. At any time following the occurrence of an Event of Default,
without demand or notice (any such notice being expressly waived by the
Borrower), the Lender may set off the same or any part thereof and apply the
same to any liability or obligation of the undersigned even though unmatured and
regardless of the adequacy of any other collateral securing the Loan. ANY AND
ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT
TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING THE RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER
ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

      10.6. No Waivers. No failure or delay by the Lender or the Issuing Bank in
exercising any right, power or privilege hereunder, under the Notes or under any
other Loan Document shall operate as a waiver thereof; nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. No waiver


                                      -53-
<PAGE>

shall extend to or affect any Obligation not expressly waived or impair any
right consequent thereon. No course of dealing or omission on the part of the
Lender or the Issuing Bank in exercising any right shall operate as a waiver
thereof or otherwise be prejudicial thereto. No notice to or demand upon the
Borrower shall entitle the Borrower to other or further notice or demand in
similar or other circumstances. The rights and remedies herein and in the Notes
and the other Loan Documents are cumulative and not exclusive of any rights or
remedies otherwise provided by agreement or law.

      10.7. Amendments, Waivers, etc. Neither this Agreement nor the Notes nor
any other Loan Document nor any provision hereof or thereof may be amended,
waived, discharged or terminated except by a written instrument signed by the
Lender and, with respect to Letters of Credit, the Issuing Bank, and also, in
the case of amendments, by the Borrower.

      10.8. Binding Effect of Agreement. This Agreement shall be binding upon
and inure to the benefit of the Borrower, the Lender, the Issuing Bank and their
respective successors and assigns; provided that the Borrower may not assign or
transfer its rights or obligations hereunder.

      10.9. Captions; Counterparts. The captions in this Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof. This Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, but all of which together shall
constitute one instrument. In proving this Agreement it shall not be necessary
to produce or account for more than one such counterpart signed by the party
against whom enforcement is sought.

      10.10. Entire Agreement, Etc. The Loan Documents and any other documents
executed in connection herewith or therewith express the entire understanding of
the parties with respect to the transactions contemplated hereby and supersede
all prior agreements (including the Commitment Letter dated September 15, 2000
between Lender and the Borrower) with respect to the subject matter hereof,
except for the letter agreement dated September 15, 2000, between the Borrower
and Lender with respect to fees payable to Lender, which letter agreement shall
continue in full force and effect and shall not be superseded by any of the Loan
Documents.

      10.11. Waiver of Jury Trial. THE BORROWER AND THE LENDER MUTUALLY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN
RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN
CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT
LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
THE LENDER RELATING TO THE ADMINISTRATION OF THE LOAN OR THE ENFORCEMENT OF THE
LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH OF THE BORROWER AND THE LENDER


                                      -54-
<PAGE>

HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS. THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN
CONSTITUTE A MATERIAL INDUCEMENT FOR THE LENDER TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO WHICH EACH IS A PARTY AND TO MAKE THE LOAN.

      10.12. Governing Law. THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS
ARE CONTRACTS UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR
ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID
COMMONWEALTH (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER CONSENTS TO THE JURISDICTION OF ANY OF THE FEDERAL OR STATE COURTS
LOCATED IN SUFFOLK COUNTY IN THE COMMONWEALTH OF MASSACHUSETTS IN CONNECTION
WITH ANY SUIT TO ENFORCE THE RIGHTS OF THE LENDER UNDER THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION BROUGHT IN
THE COURTS REFERRED TO IN THE PRECEDING SENTENCE AND IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH ACTION THAT SUCH ACTION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

      10.13. Severability. The provisions of this Agreement are severable and if
any one clause or provision hereof shall be held invalid or unenforceable in
whole or in part in any jurisdiction, then such invalidity or unenforceability
shall affect only such clause or provision, or part thereof, in such
jurisdiction, and shall not in any manner affect such clause or provision in any
other jurisdiction, or any other clause or provision of this Agreement in any
jurisdiction.

      10.14. Replacement of Lost Notes. Upon receipt of an affidavit of an
officer of the Lender as to the loss, theft, destruction or mutilation of the
Notes or any other Security Document which is not of public record, and , in the
case of any such loss, theft, destruction or mutilation, upon cancellation of
such Notes or other Security Document and proper indemnification of the Borrower
by the Lender, the Borrower will issue, in lieu thereof, a replacement note or
other security document in the same principal amount thereof or otherwise of
like tenor.

      10.15. Confidentiality. The Lender will maintain the confidentiality of
any non-public information relating to the Borrower which has been identified in
writing as confidential on the information itself or otherwise, including
without limitation, any information obtained pursuant to Section 5.5, (the
"Confidential Information") and, except as provided below, will exercise the
same degree of care that the Lender exercises with respect to its own
proprietary information to


                                      -55-
<PAGE>

prevent the unauthorized disclosure of the Confidential Information to third
parties. Confidential Information shall not include information that either: (a)
is in the public domain or in the knowledge or possession of the Lender when
disclosed to the Lender, or becomes part of the public domain after disclosure
to the Lender through no fault of the Lender; or (b) is disclosed to the Lender
by a third party, provided the Lender does not have actual knowledge that such
third party is prohibited from disclosing such information. The terms of this
Section shall not apply to disclosure of Confidential Information by the Lender
that is, in the good faith opinion of the Lender, compelled by laws,
regulations, rules, orders or legal process or proceedings or is disclosed to:
(a) any party, including a prospective participant or co-lender, who has signed
a confidentiality agreement containing terms substantially similar to those
contained herein; (b) legal counsel, examiners, auditors and directors of the
Lender and examiners, auditors and investigators having regulatory authority
over the Lender; or (c) any party in connection with the exercise of remedies by
the Lender after the occurrence of an Event of Default hereunder.

                  [Remainder of page intentionally left blank]


                                      -56-
<PAGE>

      IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement under seal as of the date first above written.

                                          ePRESENCE, INC.


                                          By: /s/ Richard M. Spaulding
                                              -----------------------------
                                              Name:  Richard M. Spaulding
                                              Title: SVP and CFO

                                          FLEET NATIONAL BANK


                                          By: /s/ Daniel G. Head, Jr.
                                              -----------------------------
                                              Daniel G. Head, Jr.
                                              Director
<PAGE>

                                                                      SCHEDULE 1

                            COMMITMENTS OF THE LENDER

                                  Revolving Credit
            Lender                   Commitment          Total Commitment
            ------                   ----------          ----------------

Fleet National Bank
100 Federal Street
Boston, MA 02110                     $10,000,000            $10,000,000
<PAGE>

                                   SCHEDULE 2

Letter of Credit issued by Fleet National Bank to the Borrower on August 15,
2000, for an amount of up to $135,000.


                                      -2-
<PAGE>

                                                                       EXHIBIT A
                          FORM OF REVOLVING CREDIT NOTE

$10,000,000                                               Boston, Massachusetts
                                                          October [__], 2000

      FOR VALUE RECEIVED, the undersigned (the "Borrower") absolutely and
unconditionally promises to pay to the order of Fleet National Bank ("Payee") at
100 Federal Street, Boston, Massachusetts 02110:

      (a) on the Revolving Credit Maturity Date, the principal amount of TEN
MILLION DOLLARS ($10,000,000) or, if less, the aggregate unpaid principal amount
of Revolving Credit Loans advanced by the Payee to the Borrower pursuant to the
Credit Agreement of even date herewith, as amended or supplemented from time to
time (the "Credit Agreement"), by and among the Borrower and the Payee; and

      (b) interest on the principal balance hereof from time to time outstanding
from the date hereof through and including the date on which such principal
amount is paid in full, at the times and at the rates provided in the Credit
Agreement.

      This Note evidences borrowings under, is subject to the terms and
conditions of and has been issued by the Borrower in accordance with the terms
of the Credit Agreement and is the Note referred to therein. The Payee and any
holder hereof is entitled to the benefits and subject to the conditions of the
Credit Agreement and may enforce the agreements of the Borrower contained
therein, and any holder hereof may exercise the respective remedies provided for
thereby or otherwise available in respect thereof, all in accordance with the
respective terms thereof. This Note is secured by the Security Documents
described in the Credit Agreement.

      All capitalized terms used in this Note and not otherwise defined herein
shall have the same meanings herein as in the Credit Agreement.

      The Borrower has the right in certain circumstances and the obligation
under certain other circumstances to repay or prepay the whole or part of the
principal of this Note on the terms and conditions specified in the Agreement.

      The Borrower hereby grants to the Lender, a lien, security interest and
right of setoff as security for all liabilities and obligations to the Lender,
whether now existing or hereafter arising, upon and against all deposits,
credits, collateral and property, now or hereafter in the possession, custody,
safekeeping or control of the Lender or any entity under the control of
FleetBoston Financial Corporation and its successors and assigns, or in transit
to any of them. At any time following an Event of Default, without demand or
notice (any such notice being expressly waived by the Borrower), the Lender may
set off the same or any part thereof and apply the same to any liability or
obligation of the undersigned even though unmatured and regardless of the
adequacy of any other collateral securing the Loan. ANY AND ALL RIGHTS TO
REQUIRE
<PAGE>

THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING THE RIGHT OF SETOFF WITH
RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

      The Lender may at any time pledge all or any portion of its rights under
the Loan Documents including any portion of this Note to any of the twelve (12)
Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12
U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall
release the Lender from its obligations under any of the Loan Documents.

      Upon receipt of an affidavit of an officer of the Lender as to the loss,
theft, destruction or mutilation of this Note, and , in the case of any such
loss, theft, destruction or mutilation, upon cancellation of this Note and
proper indemnification of the Borrower by the Lender, the Borrower will issue,
in lieu thereof, a replacement note in the same principal amount thereof.

      If any Event of Default shall occur, the entire unpaid principal amount of
this Note and all of the unpaid interest accrued thereon may become or be
declared due and payable in the manner and with the effect provided in the
Credit Agreement.

      The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waive presentment, demand, notice, protest and all
other demands and notice in connection with the delivery, acceptance,
performance, default or enforcement of this Note, assent to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or Person primarily or secondarily liable.

      This Note shall be deemed to take effect as a sealed instrument under the
laws of The Commonwealth of Massachusetts and for all purposes shall be
construed in accordance with such laws (without regard to conflicts of laws
rules).

      IN WITNESS WHEREOF, the Borrower has caused this Note to be signed under
seal by its duly authorized officer as of the day and year first above written.

                                          ePRESENCE, INC.


                                          By:___________________________
                                              Title:


                                      -2-
<PAGE>

                                    EXHIBIT B

Fleet National Bank
100 Federal Street
Boston, MA 02110

            Re:   Credit Agreement Dated as of October 6, 2000
                  (the "Agreement")

Ladies and Gentlemen:

      Pursuant to Section 2.3 of the Agreement the undersigned hereby confirms
its request made on ____________, ____ for a [Prime Rate] [LIBOR] Loan in the
amount of $__________ on ___________, ____.

      [The Interest Period applicable to said Loan will be [one] [two] [three]
[six] months.]*

      [Said Loan represents a conversion of the [Prime Rate] [LIBOR] Loan in the
same amount made on .]**

      The representations and warranties contained or referred to in Section 4
of the Agreement are true and accurate on and as of the effective date of the
Loan as though made at and as of such date (except to the extent that such
representations and warranties expressly relate to an earlier date); and no
Default or Event of Default has occurred and is continuing or will result from
the Loan.

                                          ePRESENCE, INC.


                                          By:___________________________
                                              Title:
-------------------
Date

*     To be inserted in any request for a LIBOR Loan.
**    To be inserted in any request for a conversion.
<PAGE>

                                    EXHIBIT D

                        REPORT OF CHIEF FINANCIAL OFFICER

      ePresence, Inc. (the "Borrower") HEREBY CERTIFIES that:

      This Report is furnished pursuant to Section 5.1(c) of the Credit
Agreement dated as of October 6, 2000 (the "Agreement"). Unless otherwise
defined herein, the terms used in this Report have the meanings given to them in
the Agreement.

      As required by Section 5.1(a) and (b) of the Agreement, consolidated
financial statements of the Borrower and its Subsidiaries for the [year/quarter]
ended ________________, ____ (the "Financial Statements") prepared in accordance
with GAAP consistently applied accompany this Report. The Financial Statements
present fairly the consolidated financial position of the Borrower and its
Subsidiaries as at the date thereof and the consolidated results of operations
of the Borrower and its Subsidiaries for the period covered thereby (subject
only to normal recurring year-end adjustments).

      The figures set forth in Schedule 1 hereto for determining compliance by
the Borrower with the financial covenants contained in the Agreement are true
and complete as of the date hereof.

      The activities of the Borrower and its Subsidiaries during the period
covered by the Financial Statements have been reviewed by the Chief Financial
Officer or by employees or agents under his immediate supervision. Based on such
review, to the best knowledge and belief of the Chief Financial Officer, and as
of the date of this Report, no Default has occurred.*

      Set forth below is a description of any event or occurrence which rendered
the representations and warranties set forth in Section 4.16 inaccurate in any
material respect during the period covered by the Financial Statements:

      WITNESS my hand this ____ day of __________, ____.

                                          ePRESENCE, INC.


                                          By:___________________________
                                              Title:

--------
      * If a Default has occurred, this paragraph is to be modified with an
appropriate statement as to the nature thereof, the period of existence thereof
and what action the Borrower has taken, is taking, or proposes to take with
respect thereto.
<PAGE>

                                                                SCHEDULE 1
                                                                    to
                                                                EXHIBIT D

                               FINANCIAL COVENANTS

           Covenant                  Required               Actual as of ______.
           --------                  --------

   Consolidated Net Worth   $100,000,000 plus 100% of       $___________________
                            net proceeds of
                            additional paid-in
                            capital or other equity
                            investments or the
                            proceeds of the issuance
                            and sale of any common
                            stock of Borrower plus
                            80% of Consolidated Net
                            Income for each fiscal
                            quarter beginning with
                            the fiscal quarter ended
                            June 30, 2000 minus the
                            lesser of (i) the loss
                            resulting from the
                            Borrower's current
                            Eligible Equity
                            Derivative Contract with
                            respect to Software.com
                            and (ii) $6,000,000.

   Leverage Ratio           1.00:1.00                       ____________________

   Interest Coverage        June 30, 2001 through           ____________________
   (EBITDA: Interest        September 20, 2001:2.00:1.00
   Expense for four                                         ____________________
   consecutive fiscal
   quarters)                December 31, 2001 and
                            thereafter: 3.00:1.00

   Quick Ratio              2.00:1.00
<PAGE>

                                    EXHIBIT E

                              BORROWING BASE REPORT

                  Period Covered: ______________________________

I.    Accounts Receivable

      1.    Balance from prior period                             __________

      2.    New sales                                             __________

      3.    Collections                                           __________

      4.    Ineligible:

            (a)  more than 90 days past due     __________

            (b)  more than 90 days after
                     invoice date               __________

            (c)  over 80% ineligible            __________

            (d)  foreign                        __________

            (e)  other                          __________

                                                Total Ineligible  __________

      5.    Eligible Accounts
            (1 + 2 - 3 - 4)                                       __________

      6.    Borrowing Base Value
            (85% of 5)                                            __________

II.   Availability

      1.    Borrowing Base value of Accounts                      __________

      2.    Revolving Credit Loans
            Outstanding                                           __________

      3.    Maximum Drawing Amount of
            Letters of Credit                                     __________
<PAGE>

      4.    Total Revolving Credit Outstandings
            (2 + 3)                                               __________

      5.    Availability (lesser of 1 or
            $10 million, minus 4)                                 __________

                                          ePRESENCE, INC.


Date:____________________                 By:___________________________
                                                  Title:


                                      -2-
<PAGE>


                            AMENDMENT AGREEMENT NO. 1
                               TO CREDIT AGREEMENT


      This AMENDMENT AGREEMENT NO. 1 (this "Amendment"), dated as of October 16,
2000, by and between ePresence, Inc., a Delaware corporation, ("Borrower") and
FLEET NATIONAL BANK, a national banking association (the "Bank"), amends the
Credit Agreement dated as of October 6, 2000 (as the same may be further
amended, modified, or supplemented from time to time the "Credit Agreement"), by
and between the Borrower and the Bank. Capitalized terms used but not defined
herein shall have the meanings set forth for such terms in the Credit Agreement.

      WHEREAS, the Borrower has requested that the Bank agree to amend the
Credit Agreement; and

      WHEREAS, subject to the terms and provisions hereof, the Bank is willing
to do so;

      NOW, THEREFORE, the parties hereto hereby agree as follows:

      1. Amendment to Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, Section 7.2 of the Credit
Agreement is hereby amended by adding to such Section 7.2 a new clause (iv)
reading as follows:

            ", and (iv) Guarantees by Borrower of obligations of its executive
            officers not to exceed in the aggregate at any time outstanding an
            amount equal to $2,000,000."

      2. Representations and Warranties. The Borrower hereby represents and
warrants to the Bank as follows:

            a. No Violation, Enforceability, Etc. The Borrower hereby confirms
      that the representations of the Borrower contained in Section 4 of the
      Credit Agreement are true and correct on and as of the date hereof as if
      made on the date hereof, treating this Amendment, the Credit Agreement as
      amended hereby, and the other Loan Documents as amended hereby, as "Loan
      Documents" for the purposes of making said representations.

      3. Conditions to Effectiveness. The effectiveness of this Amendment shall
be subject to the delivery to the Bank by the Borrower of this Amendment signed
by the Borrower.

<PAGE>


      4. Miscellaneous Provisions. Except as otherwise expressly provided by
this Amendment, all of the terms, conditions and provisions of the Credit
Agreement and the other Loan Documents shall remain in full force and effect.
The Borrower confirms and agrees that the Obligations of the Borrower to the
Bank, are entitled to the benefits of the Loan Documents. The parties hereto
hereby acknowledge and agree that all references to the Credit Agreement
contained in any of the Loan Documents shall be references to the Credit
Agreement as amended hereby and as the same may be amended, modified,
supplemented, or restated from time to time. This Amendment may be executed in
any number of counterparts, but all such counterparts shall together constitute
but one instrument. In making proof of this Amendment it shall not be necessary
to produce or account for more than one counterpart signed by each party hereto
by and against which enforcement hereof is sought. The Borrower hereby confirms
its obligations to pay promptly upon request all reasonable out-of-pocket costs
and expenses incurred or sustained by the Bank in connection with this
Amendment, including the reasonable fees and expenses of Sullivan & Worcester
LLP.

      5. Governing Law. This Amendment shall be construed according to and
governed by the internal laws of The Commonwealth of Massachusetts without
reference to principles of conflicts of law.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a
sealed instrument as of the date first above written.


                                    ePresence, Inc.

                                    By: /s/ Richard M. Spaulding
                                        ----------------------------------------
                                        Name: Richard M. Spaulding
                                        Title: Sr. Vice President & CFO


                                    FLEET NATIONAL BANK


                                    By: /s/ Daniel G. Head, Jr.
                                        ----------------------------------------
                                        Name: Daniel G. Head, Jr.
                                        Title: Director


                                       -2-

<PAGE>


                            AMENDMENT AGREEMENT NO. 2
                               TO CREDIT AGREEMENT

      This AMENDMENT AGREEMENT NO. 2 (this "Amendment"), made effective as of
December 18, 2000, by and between ePRESENCE, INC., a Delaware corporation
("Borrower") and FLEET NATIONAL BANK, a national banking association (the
"Bank"), amends the Credit Agreement dated as of October 6, 2000 as previously
amended as of October 16, 2000 (as the same may be further amended, modified, or
supplemented from time to time, the "Credit Agreement"), by and between the
Borrower and the Bank. Capitalized terms used but not defined herein shall have
the meanings set forth for such terms in the Credit Agreement.

      WHEREAS, the Borrower has requested that the Bank agree to amend the
Credit Agreement in certain respects; and

      WHEREAS, subject to the terms and provisions hereof, the Bank is willing
to do so;

      NOW, THEREFORE, the parties hereto hereby agree as follows:

      1. Amendment to Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, the Credit Agreement is
hereby amended in the following respects:

            (a) Subsection (c) of Section 5.1 is hereby amended by adding at the
end thereof the following language:

            ", which report shall also certify as to the amount of consideration
            that the Borrower has expanded or committed to expend in respect of
            Authorized Repurchase Transactions during the immediately prior
            fiscal quarter and cumulatively since the effective date of this
            Amendment."

            (b) Subsection 7.4(b)(ii) is hereby amended by adding to the end of
such subsection the following language:

            "provided that the dollar limits set forth in clauses (x) and (y),
            above shall each be reduced on a dollar-for-dollar basis by the
            amount of any consideration expended by the Borrower in respect of
            any Authorized Repurchase Transactions (as defined below)."

            (c) Section 7.6 of the Credit Agreement is hereby amended by adding
thereto a new clause (iv) reading as follows:

                  ", and (iv) the purchase, redemption, retirement or other
            acquisition of any capital stock of the Borrower, whether now or
            hereafter outstanding, or of any options, warrants or similar rights
            to purchase such capital stock or any security convertible into or
            exchangeable for such capital stock (an "Authorized Repurchase
            Transaction"), provided that (a) any such Repurchase Transaction


<PAGE>

            or the program pursuant to which it is effectuated must be approved
            by the Board of Directors of the Borrower; (b) the amount of
            consideration paid by the Borrower in connection with all such
            Authorized Repurchase Transactions shall not exceed Ten Million
            Dollars ($10,000,000) in the aggregate and (c) no Authorized
            Repurchase Transaction may be effectuated if an Event of Default has
            occurred and is continuing or would otherwise arise therefrom."

      2. Representations and Warranties. The Borrower hereby confirms that the
representations of the Borrower contained in Section 4 of the Credit Agreement
are true and correct on and as of the date hereof as if made on the date hereof,
treating this Amendment, the Credit Agreement as amended hereby, and the other
Loan Document as amended hereby, as "Loan Documents" for the purposes of making
said representations.

      3. Conditions to Effectiveness. The effectiveness of this Amendment shall
be subject to (a) the delivery to the Bank by the Borrower of this Amendment
signed by the Borrower, and (b) the payment to the Bank by the Borrower of a
processing fee in the amount of One Thousand Dollars ($1,000) which the Borrower
authorizes the Bank to deduct from its demand deposit account with the Bank.

      4. Miscellaneous Provisions. Except as otherwise expressly provided by
this Amendment, all of the terms, conditions and provisions of the Credit
Agreement and the other Loan Documents shall remain in full force and effect.
The Borrower confirms and agrees that the Obligations of the Borrower to the
Bank, are entitled to the benefits of the Loan Documents. The parties hereto
hereby acknowledge and agree that all references to the Credit Agreement
contained in any of the Loan Documents shall be references to the Credit
Agreement as amended hereby and as the same has been or may be amended,
modified, supplemented, or restated from time to time. This Amendment may be
executed in any number of counterparts, but all such counterparts shall together
constitute but one instrument. In making proof of this Amendment it shall not be
necessary to produce or account for more than one counterpart signed by each
party hereto by and against which enforcement hereof is sought. The Borrower
hereby confirms its obligations to pay promptly upon request all reasonable
out-of-pocket costs and expenses incurred or sustained by the Bank in connection
with this Amendment, including the reasonable fees and expenses of Sullivan &
Worcester LLP.

      5. Governing Law. This Amendment shall be construed according to and
governed by the internal laws of The Commonwealth of Massachusetts without
reference to principles of conflicts of law.


                                       -2-

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a
sealed instrument as of the date first above written.


                                    ePRESENCE, INC.

                                    By: /s/ Richard M. Spaulding
                                        ----------------------------------------
                                        Name: Richard M. Spaulding
                                        Title: Senior Vice President & CFO


                                    FLEET NATIONAL BANK


                                    By: /s/ Daniel G. Head, Jr.
                                        ----------------------------------------
                                        Name: Daniel G. Head, Jr.
                                        Title: Director


                                       -3-