AMENDMENT NUMBER ONE TO
CREDIT AGREEMENT


     THIS AMENDMENT NUMBER ONE TO
CREDIT AGREEMENT (this “Amendment”), dated as of
March 14, 2012, is entered into by and among WELLS FARGO CAPITAL FINANCE, LLC, a
Delaware limited liability company, as administrative agent for the Lenders (in
such capacity, together with its successors and assigns in such capacity,
“Agent”),
each Lender party hereto, the undersigned Guarantors, and DAEGIS INC. (formerly known
as Unify Corporation), a Delaware corporation (“Borrower”). 

RECITALS

     A. Borrower, Agent and the financial
institutions party thereto (the “Lenders”) have previously entered into
that certain Credit Agreement, dated as of June 30, 2011 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
pursuant to which the Lenders have made certain loans and financial
accommodations available to Borrower. Capitalized terms used herein without
definition shall have the meanings ascribed thereto in the Credit Agreement.


     B. Borrower has requested that Agent
and the Lenders amend certain financial covenants. The Lender Group has agreed
to such amendments pursuant to the terms hereunder. 

AMENDMENT

     NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows: 

     1.
Amendments to Credit Agreement. Effective upon the First Amendment Effective Date (as
defined in Section 2 below): 

          (a) Schedule
1.1 of the Credit Agreement is hereby amended
by adding the following new definitions of “First Amendment Effective Date”,
“Fixed Charge Coverage Ratio”, “Fixed Charges”, and “Liquidity” in alphabetical
order: 


     “First Amendment Effective Date” means
March 14, 2012. 

     “Fixed Charge Coverage Ratio” means,
with respect to Borrower and its Subsidiaries for any period, the ratio of (a)
TTM EBITDA for such period minus Capital Expenditures made (to
the extent not already incurred in a prior period) or incurred during such
period, to (b) Fixed Charges for such period. 

     “Fixed Charges” means, with respect to
any fiscal period and with respect to Borrower and its Subsidiaries determined
on a consolidated basis in accordance with GAAP, the sum, without duplication,
of (a) Interest Expense accrued (other than interest paid-in-kind, amortization
of financing fees, and other non-cash Interest Expense) during such period, (b)
principal payments in respect of Indebtedness that are required to be paid
during such period, (c) all federal, state, and local income taxes accrued
during such period, (d) all Capital Lease payments required to be paid during
such period, and (e) all Permitted Blue Line Payments required to be paid in
cash during such period. 

     “Liquidity” means the sum of (a)
Availability and (b) Qualified Cash. 


          (b) Schedule
1.1 of the Credit Agreement is hereby amended
by deleting the definitions of “Base Rate”, “Base Rate Margin”, “Credit Amount
Multiplier”, “LIBOR Rate”, and “LIBOR Rate Margin” therein in their entirety and
replacing them with the following: 


     “Base Rate” means the greatest of (a)
3.00 percent per annum with respect to Term Loan B and 2.25 percent per annum
with respect to all other Obligations, (b) the Federal Funds Rate plus 1⁄2%, (c)
the LIBOR Rate (which rate shall be calculated based upon an Interest Period of
3 months and shall be determined on a daily basis), plus 1 percentage point, and
(d) the rate of interest announced, from time to time, within Wells Fargo at its
principal office in San Francisco as its “prime rate”, with the understanding
that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the
lowest of such rates) and serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto and is
evidenced by the recording thereof after its announcement in such internal
publications as Wells Fargo may designate.


5








     “Base Rate Margin” means, as of any
date of determination (with respect to any portion of the outstanding Advances
or the Term Loans on such date that is a Base Rate Loan), the applicable margin
set forth in the following table that correspond to the most recent Total
Leverage Ratio calculation delivered to Agent pursuant to Section 5.1 of the
Agreement (the “Total Leverage Ratio
Calculation”); provided, however, that for the period from the
Closing Date through the date Agent receives the Total Leverage Ratio
Calculation in respect of the testing period ending October 31, 2011, the Base
Rate Margin shall be at the margin in the row styled “Level I”:




	Level	Total
      Leverage Ratio Calculation	Base
      Rate Margin for Base
Rate Loans under Term Loan
B	Base
      Rate Margin for all
other Base Rate Loans
	I	If the Total Leverage
      Ratio is
less than 1.5:1.0	8.00 percentage
      points	3.50 percentage
      points
	II	If the Total Leverage
      Ratio is
greater than or equal to 1.5:1.0	9.00 percentage
      points	4.00 percentage
      points




     Except as set forth in the foregoing
proviso, the Base Rate Margin shall be based upon the most recent Total Leverage
Ratio Calculation, which will be calculated as of the end of each fiscal
quarter. Except as set forth in the foregoing proviso, the Base Rate Margin
shall be re-determined quarterly on the first day of the month following the
date of delivery to Agent of the certified calculation of the Total Leverage
Ratio pursuant to Section 5.1 of the Agreement; provided, however, that if Borrower fails to
provide such certification when such certification is due, the Base Rate Margin
shall be set at the margin in the row styled “Level II” as of the first day of
the month following the date on which the certification was required to be
delivered until the date on which such certification is delivered (on which date
(but not retroactively), without constituting a waiver of any Default or Event
of Default occasioned by the failure to timely deliver such certification, the
Base Rate Margin shall be set at the margin based upon the calculations
disclosed by such certification. In the event that the information regarding the
Total Leverage Ratio contained in any certificate delivered pursuant to
Section 5.1
of the Agreement is shown to be inaccurate, and such inaccuracy, if corrected,
would have led to the application of a higher Base Rate Margin for any period (a
“Base Rate Period”) than the Base Rate Margin actually applied for such Base Rate Period,
then (i) Borrower shall immediately deliver to Agent a correct certificate for
such Base Rate Period, (ii) the Base Rate Margin shall be determined as if the
correct Base Rate Margin (as set forth in the table above) were applicable for
such Base Rate Period, and (iii) Borrower shall immediately deliver to Agent
full payment in respect of the accrued additional interest as a result of such
increased Base Rate Margin for such Base Rate Period, which payment shall be
promptly applied by Agent to the affected Obligations. 

     “Credit Amount Multiplier”
means:


6








     (a) for any date of determination
through and including March 31, 2012, the result of (i) 1.50 times (ii)
Recurring Revenues, calculated on a trailing twelve (12) month basis as of the
last month for which financial statements have most recently been delivered
pursuant to Section 5.1 of the Agreement,

     (b) for any date of determination
beginning on April 1, 2012 through and including June 30, 2012, the result of
(i) 1.45 times (ii) Recurring Revenues, calculated on a trailing twelve (12)
month basis as of the last month for which financial statements have most
recently been delivered pursuant to Section
5.1 of the Agreement,

     (c) for any date of determination
beginning on July 1, 2012 through and including September 30, 2012, the result
of (i) 1.35 times (ii) Recurring Revenues, calculated on a trailing twelve (12)
month basis as of the last month for which financial statements have most
recently been delivered pursuant to Section
5.1 of the Agreement, and 

     (d) at all times on or after October
1, 2012, the result of (i) 1.30 times (ii) Recurring Revenues, calculated on a
trailing twelve (12) month basis as of the last month for which financial
statements have most recently been delivered pursuant to Section 5.1 of the
Agreement. 

     “LIBOR Rate” means the greatest of (a)
2.00 percent per annum with respect to Term Loan B and 1.50 percent per annum
with respect to all other Obligations, (b) the rate per annum rate appearing on
Bloomberg L.P.’s (the “Service”) Page BBAM1/(Official BBA USD Dollar Libor Fixings) (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service) 2 Business Days prior to the commencement of the
requested Interest Period, for a term and in an amount comparable to the
Interest Period and the amount of the LIBOR Rate Loan requested (whether as an
initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a
conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrower in accordance
with the Agreement, which determination shall be conclusive in the absence of
manifest error, and (c) the rate per annum rate appearing on the Service Page
BBAM1/(Official BBA USD Dollar Libor Fixings) (or on any successor or substitute
page of such Service, or any successor to or substitute for such Service) 2
Business Days prior to the commencement of the requested Interest Period, for a
term of 90 days. 

     “LIBOR Rate Margin” means, as of any
date of determination (with respect to any portion of the outstanding Advances
or the Term Loans on such date that is a LIBOR Rate Loan), the applicable margin
set forth in the following table that correspond to the most recent Total
Leverage Ratio calculation delivered to Agent pursuant to Section 5.1 of the
Agreement (the “Total Leverage Ratio
Calculation”); provided, however, that for the period from the
Closing Date through the date Agent receives the Total Leverage Ratio
Calculation in respect of the testing period ending October 31, 2011, the LIBOR
Rate Margin shall be at the margin in the row styled “Level I”:




	Level	Total Leverage
      Ratio
Calculation	LIBOR Rate Margin
      for
LIBOR Rate Loans under
Term Loan B	LIBOR Rate Margin
      for
all other LIBOR Rate
Loans
	I	If the Total Leverage Ratio is
less than 1.5:1.0	9.00 percentage points	4.50 percentage points
	II	If the Total Leverage Ratio is
greater than or equal to
      1.5:1.0	10.00 percentage points	5.00 percentage points



7








     Except as set forth in the foregoing
proviso, the LIBOR Rate Margin shall be based upon the most recent Total
Leverage Ratio Calculation, which will be calculated as of the end of each
fiscal quarter. Except as set forth in the foregoing proviso, the LIBOR Rate
Margin shall be re-determined quarterly on the first day of the month following
the date of delivery to Agent of the certified calculation of the Total Leverage
Ratio pursuant to Section 5.1 of the Agreement; provided, however, that if Borrower fails to
provide such certification when such certification is due, the LIBOR Rate Margin
shall be set at the margin in the row styled “Level II” as of the first day of
the month following the date on which the certification was required to be
delivered until the date on which such certification is delivered (on which date
(but not retroactively), without constituting a waiver of any Default or Event
of Default occasioned by the failure to timely deliver such certification, the
LIBOR Rate Margin shall be set at the margin based upon the calculations
disclosed by such certification. In the event that the information regarding the
Total Leverage Ratio contained in any certificate delivered pursuant to
Section 5.1
of the Agreement is shown to be inaccurate, and such inaccuracy, if corrected,
would have led to the application of a higher LIBOR Rate Margin for any period
(a “LIBOR Rate Period”) than the LIBOR Rate Margin actually applied for such LIBOR Rate
Period, then (i) Borrower shall immediately deliver to Agent a correct
certificate for such LIBOR Rate Period, (ii) the LIBOR Rate Margin shall be
determined as if the correct LIBOR Rate Margin (as set forth in the table above)
were applicable for such LIBOR Rate Period, and (iii) Borrower shall immediately
deliver to Agent full payment in respect of the accrued additional interest and
Letter of Credit fees as a result of such increased LIBOR Rate Margin for such
LIBOR Rate Period, which payment shall be promptly applied by Agent to the
affected Obligations. 


          (c) Schedule
1.1 of the Credit Agreement is hereby amended
by adding the following sentence to the end of the definition of “Excess Cash
Flow” therein: 


     Notwithstanding anything herein to
the contrary, if the foregoing calculation of “Excess Cash Flow” for any fiscal
period results in an amount less than zero, “Excess Cash Flow” for such fiscal
period shall be deemed to be zero. 


          (d) Section
7(a) of the Credit Agreement is hereby
amended in its entirety and replaced with the following: 


     (a) Minimum TTM EBITDA. Achieve TTM
EBITDA, measured on a quarter-end basis, of at least the required amount set
forth in the following table for the applicable period set forth opposite
thereto: 



	Applicable
Amount	
      Applicable Period

	$7,700,000	
      For the 12 month period
ending
      January 31, 2012 

	$4,700,000	
      For the 12 month period
ending
      April 30, 2012

	$3,600,000	
      For the 12 month period
ending
      July 31, 2012 

	$2,600,000	
      For the 12 month period
ending
      October 31, 2012 




8







	$2,900,000	
      For the 12 month period
      
ending January 31, 2013 

	$5,300,000	
      For the 12 month period
      
ending April 30, 2013

	$7,000,000	
      For the 12 month period
      
ending July 31, 2013 

	$9,500,000	
      For the 12 month period
      
ending October 31, 2013 

	$12,800,000	
      For the 12 month period
      
ending January 31, 2014 

	$13,200,000	
      For the 12 month period
      
ending April 30, 2014 

	$13,500,000	
      For the 12 month period ending
      July 31, 2014 and
on the last day of each fiscal quarter thereafter
      




          (e) Section
7(b) of the Credit Agreement is hereby
amended in its entirety and replaced with the following: 


     (b) Minimum Liquidity. Maintain Liquidity
at all times, measured on a month-end basis, of at least the required amount set
forth in the following table for the period set forth opposite thereto:




	Applicable
Amount	Applicable
      Period (Measured on the Last Day of Such
Calendar
  Month)

	$3,500,000	
      March 2012

	$3,500,000	
      April 2012

	$3,500,000	
      May 2012

	$3,500,000	
      June 2012

	$3,500,000	
      July 2012

	$3,500,000	
      August 2012

	$4,000,000	
      September 2012

	$4,000,000	
      October 2012

	$4,000,000	
      November 2012

	$4,000,000	
      December 2012
  




9







	$5,000,000	January 2013
	$5,000,000	February 2013
	$5,000,000	March 2013
	$5,000,000	April 2013



          (f) Section
7(c) of the Credit Agreement is hereby
amended in its entirety and replaced with the following: 


     (c) Minimum Fixed Charge Coverage Ratio.
Have a Fixed Charge Coverage Ratio, measured on a fiscal quarter-end basis, of
at least the required amount set forth in the following table for the applicable
period set forth opposite thereto: 




	Applicable Ratio	Applicable
  Period
	1.1:1.0	For the 12 month
      period
ending April 30, 2013 and each fiscal
      quarter
thereafter.




          (g) Exhibit C-1 of the Credit Agreement is hereby amended in its entirety and
replaced with the Exhibit C-1 attached hereto. 

          (h) Each reference to “Unify
Corporation” in the Credit Agreement shall be deleted in its entirety and
replaced with “Daegis Inc. (formerly known as Unify Corporation)”. 

     2.
Conditions Precedent to Amendment Number
One. This Amendment shall become effective as
of the date hereof (such date, the “First
Amendment Effective Date”) upon satisfaction
or waiver by the Lender Group of each of the following conditions precedent:


          (a) Certain
Documents. Agent shall have received this
Amendment, duly executed by Borrower, each Guarantor, Agent and each
Lender.

          (b) Representations and
Warranties. Immediately after giving effect
to this Amendment, the representations and warranties contained in
Section 4
below shall be true and correct in all respects. 

          (c) Amendment
Fee. Agent shall have received an amendment
fee in the amount $58,500, which fee shall be due and payable on the First
Amendment Effective Date. 

          (d) Fees and Expenses
Paid. There shall have been paid to Agent and
each Lender all fees and expenses (including fees and expenses of counsel to
Agent) incurred in connection with this Amendment and the transactions
contemplated hereby, and all other fees and expenses due and payable on or
before the date hereof under any Loan Document shall have been paid. 

     3.
Excess Cash Flow For Fiscal Year
2012. Notwithstanding anything to the
contrary in the Credit Agreement, the parties hereto agree that the outstanding
principal amount of the Obligations Borrower shall prepay pursuant to
Section 2.4(e)(vi) of the Credit Agreement, solely with respect to Borrower’s fiscal year
ended April 30, 2012, shall be the greater of (a) $1,700,000 and (b) the amount
set forth in Section 2.4(e)(vi) of the Credit Agreement without regard to
the provisions of this Section 3.

10







     4.
Representations and Warranties. Borrower and each Guarantor represent and warrant as
follows: 

          (a) Authority. Borrower and each Guarantor have the requisite corporate
power and authority to execute and deliver this Amendment, and to perform its
obligations hereunder and under the Loan Documents (as amended hereby) to which
it is a party. The execution, delivery and performance by Borrower and each
Guarantor of this Amendment have been duly approved by all necessary corporate
action, have received all necessary governmental approval, if any, and do not
contravene any law or any contractual restrictions binding on Borrower and each
Guarantor. 

          (b) Enforceability. This Amendment has
been duly executed and delivered by Borrower and each Guarantor. This Amendment
and the Credit Agreement (as amended or modified hereby) is the legal, valid and
binding obligation of Borrower, enforceable against Borrower in accordance with
its terms, and is in full force and effect, except to the extent that (i) the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of
creditors’ rights or general principles of equity or (ii) the availability of
the remedies of specific performance or injunctive relief are subject to the
discretion of the court before which any proceeding therefor may be brought.


          (c) Representations and
Warranties. Immediately after giving effect
to this Amendment, the representations and warranties contained in the Credit
Agreement are true, complete and accurate in all respects as of the date hereof.


          (d) No Default. Immediately after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing. 

     5.
No Waiver.
The execution of this Amendment and any documents related hereto shall not be
deemed to be a waiver of any Default or Event of Default under the Credit
Agreement or breach, default or event of default under any Loan Document,
whether or not known to Agent or any of the Lenders and whether or not existing
as of the date hereof.

     6.
Choice of Law and Venue; Jury Trial
Waiver.

          (a) THE VALIDITY OF THIS
AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF,
AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS
ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA. 

          (b) THE PARTIES AGREE THAT ALL
ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AMENDMENT SHALL BE TRIED
AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA;
PROVIDED,
HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. EACH OF PARENT AND BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO
THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE
TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 6(b).

11









          (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF PARENT AND
BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. EACH OF PARENT AND BORROWER AND EACH MEMBER OF THE LENDER
GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AMENDMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT. 

    
7. Counterparts. This Amendment may be
executed in any number of counterparts and by different parties and separate
counterparts, each of which when so executed and delivered, shall be deemed an
original, and all of which, when taken together, shall constitute one and the
same instrument. Delivery of an executed counterpart of a signature page to this
Amendment by telefacsimile or other electronic method of transmission shall be
effective as delivery of a manually executed counterpart of this Amendment.


    
8. Reference to and Effect on the Loan Documents. 

         
(a) Upon
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to “the Credit Agreement”, “thereof” or words of like import referring
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as modified and amended hereby. 

         
(b) Except
as specifically amended above, the Credit Agreement and all other Loan
Documents, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed and shall constitute the legal, valid,
binding and enforceable obligations of Borrower and each Guarantor without
defense, offset, claim or contribution. 

         
(c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
Agent under any of the Loan Documents, nor constitute a waiver of any provision
of any of the Loan Documents. 

         
(d) To the
extent that any terms and conditions in any of the Loan Documents shall
contradict or be in conflict with any terms or conditions of the Credit
Agreement, after giving effect to this Amendment, such terms and conditions are
hereby deemed modified or amended accordingly to reflect the terms and
conditions of the Credit Agreement as modified or amended hereby. 

    
9. Ratification. Borrower and each
Guarantor hereby restates, ratifies and reaffirms each and every term and
condition set forth in the Credit Agreement, as amended hereby, and the Loan
Documents effective as of the date hereof. 

    
10. Estoppel. To induce Agent to enter
into this Amendment and to continue to make advances to Borrower under the
Credit Agreement, Borrower hereby acknowledges and agrees that, immediately
before and after giving effect to this Amendment, as of the date hereof, there
exists no Default or Event of Default and no right of offset, defense,
counterclaim or objection in favor of Borrower or any Guarantor as against Agent
or any Lender with respect to the Obligations. 

    
11. Reaffirmation of Guaranty. Each of the
undersigned Guarantors hereby reaffirms and agrees that: (a) the Guaranty and
the Loan Documents to which it is a party shall remain in full force and effect
(including, without limitation, any security interests granted therein) after
this Amendment is consummated as if consummated contemporaneously therewith; (b)
nothing in the Loan Documents to which it is a party obligates Agent or the
Lenders to notify the undersigned of any changes in the financial accommodations
made available to the Loan Parties or to seek reaffirmations of the Loan
Documents; and (c) no requirement to so notify either the undersigned or to seek
the undersigned’s reaffirmations in the future shall be implied by this
Section 11.


[The remainder of the page is
intentionally left blank.] 

12 







     IN WITNESS
WHEREOF, the parties have entered into this Amendment as of the date first above
written. 

		BORROWER:
	 	 
		DAEGIS
      INC.
		a Delaware
      corporation,
		 
		By:	 /s/ Todd E. Wille
		Name:   	 Todd E. Wille
		Title:	 President & CEO




Signature Page to Amendment Number One
to Credit Agreement 







		GUARANTORS:
		 
		UNIFY
      INTERNATIONAL (US) CORPORATION,
		a Delaware
      corporation,
	 	 
		By:	/s/Todd E. Wille
		Name:   	Todd E. Wille
		Title:	President
		 
		STRATEGIC
      OFFICE SOLUTIONS, INC.,
		a California
      corporation,
		 
		By:	/s/
      Todd E. Wille
		Name:	Todd E. Wille
		Title:	President
		 
		AXS-ONE
      INC.,
		a Delaware
      corporation,
		 
		By:	/s/
      Todd E. Wille
		Name:	Todd E. Wille
		Title:	President
			 
		WELLS FARGO
      CAPITAL FINANCE, LLC,
		a Delaware limited
      liability company, as Agent and sole
	 	Lender
		 
		By:	/s/
      Chris Parker
		Name:	Chris Parker
		Title:	Vice President




Signature Page to Amendment Number One
to Credit Agreement 







Exhibit C-1 

FORM OF COMPLIANCE
CERTIFICATE 

[on Borrower’s letterhead] 

	To:	      	Wells Fargo Capital
      Finance, LLC
			2450 Colorado Avenue,
      Suite 3000 West
			Santa Monica, CA
      90404
			Attn: Technology Finance
      Division Manager
	 
			                     
      Re:	     Compliance
      Certificate dated ________________



Ladies and Gentlemen: 

     Reference is made
to that certain CREDIT
AGREEMENT (the “Credit Agreement”) dated as of June
30, 2011, by and among the lenders identified on the signature pages thereof
(such lenders, together with their respective successors and permitted assigns,
are referred to hereinafter each individually as a “Lender” and collectively as the
“Lenders”),
WELLS FARGO CAPITAL FINANCE,
LLC, a Delaware limited liability company, as
the arranger and administrative agent for the Lenders (“Agent”), and
DAEGIS INC., a Delaware corporation (formerly known as Unify Corporation, the
“Borrower”). Capitalized terms used in this Compliance Certificate have the
meanings set forth in the Credit Agreement unless specifically defined herein.


     Pursuant to Schedule 5.1 of the Credit Agreement,
the undersigned officer of Borrower hereby certifies that: 

    
1. The
financial information of Borrower and its Subsidiaries furnished in
Schedule 1
attached hereto, has been prepared in accordance with GAAP (except for year-end
adjustments and the lack of footnotes), and fairly presents in all material
respects the financial condition of Borrower and its Subsidiaries. 

    
2. Such
officer has reviewed the terms of the Credit Agreement and has made, or caused
to be made under his/her supervision, a review in reasonable detail of the
transactions and condition of Borrower and its Subsidiaries during the
accounting period covered by the financial statements delivered pursuant to
Schedule 5.1 of the Credit Agreement. 

    
3. Such
review has not disclosed the existence on and as of the date hereof, and the
undersigned does not have knowledge of the existence as of the date hereof, of
any event or condition that constitutes a Default or Event of Default, except
for such conditions or events listed on Schedule 2 attached hereto, specifying
the nature and period of existence thereof and what action Borrower and its
Subsidiaries have taken, are taking, or propose to take with respect thereto.


    
4. The
representations and warranties of Borrower and its Subsidiaries set forth in the
Credit Agreement and the other Loan Documents are
true and correct in all material respects on and as of the date hereof (except
to the extent they relate to a specified date), except as set forth on
Schedule 3
attached hereto.

    
5. Borrower
and its Subsidiaries are in compliance with the applicable covenants contained
in Section 7 of the Credit Agreement as demonstrated on Schedule 4 hereof. 

    
IN WITNESS WHEREOF, this Compliance Certificate is executed by the
undersigned this _____ day of _______________, ________. 


		DAEGIS
      INC.,
	 	a Delaware
      corporation
	 	 
		By:	 	 
		Name:  	 	 
		
      Title:
	 	 










SCHEDULE 1 

Financial Information 


2







SCHEDULE 2 

Default or Event of Default









SCHEDULE 3 

Representations and Warranties









SCHEDULE 4 

Financial Covenants 

     1.
Minimum TTM EBITDA.

          Borrower’s and
its Subsidiaries’ TTM EBITDA, measured on a quarter-end basis, for the quarter
period ending _________, ________is $______________, which amount
[is/is not]
greater than or equal to the amount set forth in Section 7(a) of the Credit Agreement
for the corresponding period 

     2.
Minimum Liquidity.

         
Liquidity, measured on a month-end basis, for the calendar month ending
_________, ________is $______________, which amount [is/is not] greater than or equal to
the amount set forth in Section
7(b) of the Credit Agreement for the
corresponding period. 

     3.
Minimum Fixed Charge Coverage
Ratio.

        
Borrower’s and its Subsidiaries’ Fixed Charge Coverage Ratio, measured on
a fiscal quarter-end basis, for the fiscal quarter ending _________, ________is
____:1.0, which amount [is/is
not] greater than or equal to the amount set
forth in Section 7(c) of the Credit Agreement for the corresponding period.