EXHIBIT 10(j)


                FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTY,
                   HYPOTHECATION AGREEMENT AND LOAN DOCUMENTS

                  FIRST   AMENDMENT   TO   CREDIT    AGREEMENT   AND   GUARANTY,
HYPOTHECATION  AGREEMENT  AND LOAN  DOCUMENTS,  dated  as of  February  2,  1996
("Amendment Agreement") among SunRiver Data Systems, Inc. ("Borrower"), SunRiver
Acquisition  Corporation  ("SRAC"),  SunRiver Corporation (formerly known as All
Quotes.  Inc.) ("SRC"),  SunRiver Group, Inc. ("SRG"), The Chase Manhattan Bank,
N.A.  ("Chase"),  each other lender which may  hereafter  execute and deliver an
instrument of assignment with respect to the Credit Facilities as defined in and
under the Credit  Agreement  referred to below (each a "Bank" and  collectively,
the "Banks"),  and The Chase  Manhattan  Bank,  N.A., as agent for the Banks (in
such capacity, together with its successors in such capacity, the "Agent").

                  PRELIMINARY  STATEMENT.  Reference  is made to each of (1) the
Credit  Agreement and Guaranty  dated as of October 20, 1995 among the Borrower,
SRAC,  SRC, SRG, Chase and the Agent (as amended,  supplemented or modified from
time to time, the "Credit Agreement"); and (2) the Hypothecation Agreement dated
as of  October  20,  1995  made by SRG to each of the  Banks  and the  Agent (as
amended,  supplemented  or  modified  from  time  to  time,  the  "Hypothecation
Agreement"). Any term used in this Amendment Agreement and not otherwise defined
in this Amendment  Agreement shall have the meaning assigned to such term in the
Credit Agreement.

                  The  parties  hereto  have  agreed to amend each of the Credit
Agreement and the  Hypothecation  Agreement and certain of the Loan Documents as
hereinafter set forth.

                  SECTION  1.  Amendments  to  Credit   Agreement.   The  Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the  conditions  precedent  set forth in  Section 4 hereof,  hereby  amended  as
follows:

                  (a) The Cover Page and  Preamble  are amended by changing  the
date of the Credit Agreement to October 23, 1995.

                  (b) Section 2.11, Mandatory Prepayments,  is amended by adding
at the end of the fourth paragraph therein the following:

                  "In addition,  notwithstanding the foregoing,  the proceeds of
                  SRC's  issuance  of not more than  Nine  Hundred  Eighty  Four
                  Thousand Three Hundred  Seventy Five  (984,375)  shares of its
                  capital stock in January and February, 1996 may be



<PAGE>



                  used by SRC to repurchase not more than Eight Hundred  Seventy
                  Five  Thousand  (875,000)  shares of its capital  stock during
                  January  and  February,  1996 and are not  required  to make a
                  Prepayment Obligation as required above. In addition,  each of
                  the  exceptions  set  forth in this  paragraph  will not count
                  against the Borrower or either  Guarantors right to retain the
                  first One Million Five Hundred Thousand  Dollars  ($1,500,000)
                  in  accordance  with  item (1) of the first  sentence  of this
                  paragraph."

                  (c) Section 11.01,  Minimum  Tangible Net Worth, is amended by
(i) deleting each "Period" and its corresponding  "Minimum Amount" and inserting
in their place the following:


                "Period                                           Minimum Amount
                -------                                           --------------
     From December 31, 1995 to and                                  ($ 500,000)
     including March 30, 1996

     From March 31, 1996 to and                                     $ 1,500,000
     including June 29, 1996

     From June 30, 1996 to and                                      $ 3,500,000
     including September 29, 1996

     From September 30, 1996 to and                                 $ 6,500,000
     including December 30, 1996

     From December 31, 1996 to and                                  $11,000,000"
     including March 30, 1997



and by (ii)  deleting  "Fifteen  Million  Dollars  ($15,000,000)"  in the second
paragraph thereof and inserting in its place the following:
"Eleven Million Dollars ($11,000,000)"

                  (d) Section 11.02,  Fixed Charge Coverage Ratio, is amended in
its entirety to read as follows:

                  "Borrower will have for each period specified below a ratio of
         (1) the sum of (a) Earnings Before  Interest,  Taxes,  Depreciation and
         Amortization  for such period minus (b) Capital  Expenditures  for such
         period,  to (2) the sum of (a) Cash  Interest  Expense for such period,
         plus (b) the  Current  Portion  of Long Term Debt as of the last day of
         such period,  plus (c) Dividends  Paid during such period,  of not less
         than the ratio specified below for such period:




                                        2

<PAGE>




                  Period                                                  Ratio
                  ------                                                  -----
For the four quarters (taken                                          1.00 to 1
together as a whole) ending on
December 31, 1995

For the four quarters (taken                                          1.05 to 1
together as a whole) ending on March
31, 1996

For the four quarters (taken                                          1.10 to 1
together as a whole) ending on June
30, 1996

For the four quarters (taken                                         1.25 to 1"
together as a whole) ending on each
Quarterly Date during the period
from and including September 30,
1996 to and including September 30,
1998



                  (e) Section  11.03,  Interest  Coverage  Ratio,  is amended by
deleting  each  "Period" and its  corresponding  "Ratio" and  inserting in their
place the following:


"Period                                                                   Ratio

For the four quarters  (taken together as a whole) ending on each
Quarterly Date during the period from and including December 31,       3.75 to 1
1995 to and including June 30, 1996

For the four quarters  (taken together as a whole) ending on each
Quarterly Date during the period from and including September 30,     4.00 to 1"
1996 to and including September 30,
1998


                  (f) Section  11.04,  Cash Flow Leverage  Ratio,  is amended by
deleting each "Date" and its corresponding  "Ratio" and inserting in their place
the following:




                                        3

<PAGE>




"Date                                                             Ratio
-----                                                             -----
December 31, 1995                                                 4.15 to 1

March 31, 1996                                                    3.75 to 1

June 30, 1996                                                     3.00 to 1

Each Quarterly Date between
and including September 30,
1996 and September 30, 1998                                       2.50 to 1"



                  SECTION  2.   Amendment  to   Hypothecation   Agreement.   The
Hypothecation  Agreement is,  effective as of the date hereof and subject to the
satisfaction of the conditions  precedent set forth in Section 4 hereof,  hereby
amended as follows:

                  (a) The  Preamble  is  amended  by  changing  the  date of the
Hypothecation Agreement to October 23, 1995.

                  (a) Section  15,  Termination  and  Release of  Hypothecation
Agreement, is amended in its entirety to read as follows:

                           "If at any time after  December 31,  1996,  (i) there
                  are no  outstanding  Defaults or Events of  Default,  (ii) the
                  Interest  Rate  Adjustment  Ratio  is lees  than 2 to 1 on two
                  consecutive  Quarterly Dates, and (iii) the Tangible Net Worth
                  of  Borrower  is  equal to or  greater  than  Fifteen  Million
                  Dollars ($15,000,000),  then the Hypothecator is released from
                  its  pledge  and   hypothecation   under  this   Hypothecation
                  Agreement and this Hypothecation Agreement is terminated."

                  SECTION 3.  Amendment  to All Loan  Documents.  Each and every
Loan  Document,  which has not already  been so amended or is not already  dated
October  23,  1995,  is,  effective  as of the date  hereof  and  subject to the
satisfaction of the conditions  precedent set forth in Section 4 hereof,  hereby
amended as follows:

                  (a) The Preamble of each end every Loan Document is amended by
changing the date of such Loan Document to October 23, 1995.

                  SECTION  4.  Conditions  of   Effectiveness.   This  Amendment
Agreement shall become effective as of the date of this Amendment Agreement when
and if the  Agent  shall  have  received  on or  before  such  date  each of the
following  documents,  in form and substance  satisfactory to the Lender and its
counsel, and each of the following conditions has been fulfilled:





                                        4

<PAGE>



               (1) Amendment  Agreement.  This Amendment Agreement duly executed
by each party hereto:

                  (2) Officer's  Certificate.  The following statements shall be
true and the Agent shall have received a certificate signed by a duly authorized
officer of the Borrower dated the date hereof stating that,  after giving effect
to this Amendment Agreement and the transactions contemplated hereby:

                  (a)      The representations  and warranties  contained in the
                           Credit  Agreement  and in each of the Loan  Documents
                           are correct in all material respects on and as of the
                           date  hereof as though  made on and as of such  date;
                           and

                  (b)      No Default or Event of Default has occurred and is
                           continuing; and

                  (3) Other Documents.  The Agent shall have received such other
approvals, opinions or documents as the Agent may reasonably request.

                  SECTION 5. Reference to and Effect on the Loan Documents.  (a)
Upon the  effectiveness  of Section 1 hereto,  on and after the date hereof each
reference in the Credit Agreement to "this  Agreement",  "hereunder",  "hereof",
"herein" or words of like import, and each reference in the other Loan Documents
to the Credit  Agreement,  shall mean and be a reference to the Credit Agreement
as amended hereby.

                  (b) Except as specifically amended above, the Credit Agreement
and all other  Loan  Documents  shall  remain in full  force and  effect and are
hereby ratified and confirmed.

                  (c) The  execution,   delivery  and   effectiveness  of  this
Amendment  Agreement shall not operate as a waiver of any right, power or remedy
of the Banks or the Agent  under any of the Loan  Documents,  nor  constitute  a
waiver  of  any  provision  of  any  of  the  Loan  Documents,  and,  except  as
specifically  provided herein, the Credit Agreement and each other Loan Document
shall remain in full force and effect and are hereby ratified and confirmed.

                  SECTION 6. Costs,  Expenses and Taxes.  The Borrower agrees to
reimburse the Agent on demand for all out-of-pocket costs,  expenses and charges
(including without limitation,  all reasonable fees and charges of legal counsel
for the Agent, Chase and each Bank) incurred by the Agent, Chase or the Banks in
connection with the  preparation,  reproduction,  execution and delivery of this
Amendment  Agreement  and any other  instruments  and  documents to be delivered
hereunder. In addition, the Borrower




                                        5

<PAGE>



shall pay any and all stamp and other taxes and fees payable or determined to be
payable in connection  with the  execution and delivery,  filing or recording of
this Amendment Agreement and the other instruments and documents to be delivered
hereunder,  and agrees to save the Banks and the Agent harmless from and against
any and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes or fees.

               SECTION 7.  Governing  Law.  This  Amendment  Agreement  shall be
governed by and construed in accordance with the laws of the State of New York.

               SECTION 8. Headings. Section headings in this Amendment Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Amendment Agreement for any other purpose.

                  SECTION 9.  Counterpart.  This  Amendment  Agreement  may  be
executed  in any  number of  counterparts,  all of which  taken  together  shall
constitute  one and the same  instrument,  and any party hereto may execute this
Amendment Agreement by signing any such counterpart.

                           [INTENTIONALLY LEFT BLANK]





                                        6

<PAGE>




                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  Agreement  to be duly  executed  as of the day and year  first  above
written.

                                   SUNRIVER DATA SYSTEMS, INC.


                                   By  /s/
                                     --------------------------------
                                     Name:     Gerald Youngblood
                                     Title:    President


                                   SUNRIVER ACQUISITION CORPORATION


                                   By  /s/
                                     -------------------------------
                                     Name:     Gerald Youngblood
                                     Title:    President


                                   SUNRIVER CORPORATION

                                   By  /s/
                                     -------------------------------
                                     Name:     Gerald Youngblood
                                     Title:    President


                                   SUNRIVER GROUP, INC.

                                   By  /s/
                                     ------------------------------
                                     Name:     Gerald Youngblood
                                     Title:    President


                                   THE CHASE MANHATTAN BANK, N.A.,
                                     as Agent


                                   By  /s/
                                     --------------  -------------
                                     Name:    Gary R. Olson
                                     Title:   Vice President






                                        7

<PAGE>



                                   THE CHASE MANHATTAN BANK, N.A.,
                                     as Bank


                                   By  /s/
                                     --------------------------
                                     Name:   Gary R. Olson
                                     Title:  Vice President







                                        8

<PAGE>




                  SECOND AMENDMENT TO CREDIT AGREEMENT AND GUARANTY

                  SECOND  AMENDMENT TO CREDIT AGREEMENT AND GUARANTY dated as of
May  22,  1996  ("Second   Amendment")   among   SunRiver  Data  Systems,   Inc.
("Borrower"),  SunRiver Acquisition  Corporation ("SRAC"),  SunRiver Corporation
(formerly known as All Quotes, Inc.) ("SRC") , SunRiver Group, Inc. ("SRG"), The
Chase  Manhattan  Bank,  N.A.  ("Chase"),  each other lender which may hereafter
execute and  deliver an  instrument  of  assignment  with  respect to the Credit
Facilities as defined in and under the Credit Agreement  referred to below (each
a "Bank" and collectively,  the "Banks"), and The Chase Manhattan Bank, N.A., as
agent for the Banks (in such  capacity,  together  with its  successors  in such
capacity, the "Agent").

                  PRELIMINARY  STATEMENT.   Reference  is  made  to  the  Credit
Agreement and Guaranty  dated as of October 23, 1995 among the  Borrower,  SRAC,
SRC,  SRG,  Chase and the Agent,  as amended  by the First  Amendment  to Credit
Agreement and Guaranty,  Hypothecation Agreement and Loan Documents (the "Credit
Agreement"). Any term used in this Second Amendment and not otherwise defined in
this Second Amendment shall have the meaning assigned to such term in the Credit
Agreement.

                  The parties  hereto have agreed to amend the Credit  Agreement
as hereinafter set forth.

                  SECTION 1. Amendment to Credit Agreement. Section 14.01 of the
Credit  Agreement,  Amendments and Waivers,  is, effective as of the date hereof
and subject to the satisfaction of the conditions precedent set forth in Section
2 hereof, hereby amended by (i) renumbering clause "(6)" to become clause "(8)",
and (ii) inserting  after  "Documents;"  in the  twenty-second  line thereof the
following:

                  "(6) change the definition of "Borrowing Base"; (7)
                  release any Guarantor from its obligations under
                  its Guaranty;"

                  SECTION 2. Conditions of Effectiveness.  This Second Amendment
shall  become  effective  on the date on which  each  party  hereto  shall  have
executed and delivered this Second Amendment.

                  SECTION 3. Reference to and Effect on the Loan Documents.  (a)
Upon the  effectiveness  of Section 1 hereof,  on and after the date hereof each
reference in the Credit Agreement to "this  Agreement",  "hereunder",  "hereof",
"herein" or words of like import, and each reference in the other Loan Documents
to the Credit  Agreement,  shall mean and be a reference to the Credit Agreement
as amended hereby.




<PAGE>




                  (b) The execution,  delivery and  effectiveness of this Second
Amendment  shall not  operate as a waiver of any  right,  power or remedy of the
Banks or the Agent under any of the Loan  Documents,  nor constitute a waiver of
any provision of any of the Loan Documents, and, except as specifically provided
herein,  the Credit  Agreement and each other Loan Document shall remain in full
force and effect and are hereby ratified and confirmed.

                  SECTION 4. Costs,  Expenses and Taxes.  The Borrower agrees to
reimburse the Agent on demand for all out-of-pocket costs,  expenses and charges
(including, without limitation, all reasonable fees and charges of legal counsel
for the Agent, Chase and each Bank) incurred by the Agent, Chase or the Banks in
connection with the  preparation,  reproduction,  execution and delivery of this
Second  Amendment  and any  other  instruments  and  documents  to be  delivered
hereunder. In addition, the Borrower shall pay any and all stamp and other taxes
and fees payable or determined  to be payable in  connection  with the execution
and  delivery,  filing  or  recording  of this  Second  Amendment  and the other
instruments  and  documents  to be delivered  hereunder,  and agrees to save the
Banks and the Agent  harmless  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.

               SECTION 5. Governing Law. This Second Amendment shall be governed
by and construed in accordance with the laws of the State of New York.

               SECTION 6. Headings.  Section  headings in this Second  Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Second Amendment for any other purpose.

                  SECTION 7. Counterparts. This Second Amendment may be executed
in any number of counterparts,  all of which taken together shall constitute one
and the same instrument,  and any party hereto may execute this Second Amendment
by signing any such counterpart.



                           [INTENTIONALLY LEFT BLANK]





                                        2

<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the day and year first above written.


                                    SUNRIVER DATA SYSTEMS, INC.


                                    By    /s/
                                      -------------------------------
                                      Name:   Gerald Youngblood
                                      Title:  President


                                      SUNRIVER ACQUISITION CORPORATION

                                    By  /s/
                                      ----------------------------
                                      Name:   Gerald Youngblood
                                      Title:  President


                                      SUNRIVER CORPORATION

                                    By  /s/
                                      ----------------------------
                                      Name:   Gerald Youngblood
                                      Title:  President


                                    SUNRIVER GROUP, INC.


                                    By  /s/
                                      ---------------------------
                                      Name:   Gerald Youngblood
                                      Title:  President


                                    THE CHASE MANHATTAN BANK, N.A.,
                                      as Agent

                                    By  /s/
                                      --------------------------
                                      Name:  Gary R. Olson
                                      Title: Vice President





                                        3

<PAGE>




                                     THE CHASE MANHATTAN BANK, N.A.,
                                      as Bank

                                     By  /s/
                                       -----------------------
                                       Name:  Gary R. Olson
                                       Title: Vice President







                                        4

<PAGE>





           THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT AND GUARANTY

                  THIRD  AMENDMENT  AND WAIVER TO CREDIT  AGREEMENT AND GUARANTY
dated as of July 9, 1996 ("Third  Amendment  and Waiver")  among  SunRiver  Data
Systems, Inc. ("Borrower"),  SunRiver Acquisition Corporation ("SRAC"), SunRiver
Corporation  (formerly known as All Quotes,  Inc.; "SRC"),  SunRiver Group, Inc.
("SRG"),  The Chase Manhattan Bank, N.A.  ("Chase"),  The First National Bank of
Chicago  ("FNBC"),  Silicon  Valley Bank  ("SVB"),  each other  lender which may
hereafter  execute and deliver an instrument  of assignment  with respect to the
Credit Facilities as defined in and under the Credit Agreement referred to below
(each a "Bank" and  collectively,  the "Banks"),  and The Chase  Manhattan Bank,
N.A., as agent for the Banks (in such capacity,  together with its successors in
such capacity, the "Agent").

                  PRELIMINARY  STATEMENT.   Reference  is  made  to  the  Credit
Agreement and Guaranty  dated as of October 23, 1995 among the  Borrower,  SRAC,
SRC, SRG,  Chase,  FNBC, SVB and the Agent, as amended by the First Amendment to
Credit Agreement and Guaranty,  Hypothecation Agreement and Loan Documents dated
as of February 2, 1996, and as further amended by the Second Amendment to Credit
Agreement and Guaranty  dated as of May 22, 1996 (the "Credit  Agreement").  Any
term used in this Third  Amendment and Waiver and not otherwise  defined in this
Third  Amendment and Waiver shall have the meaning  assigned to such term in the
Credit Agreement.

                  The  parties  hereto  have  agreed to amend and waive  certain
provisions of the Credit Agreement as hereinafter set forth.

                  SECTION  1.  Amendments  to  Credit   Agreement.   The  Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the  conditions  precedent  set forth in  Section 3 hereof,  hereby  amended  as
follows:

                  (a) The  following  definitions  are  added  in  their  proper
alphabetical order:

                           "'Additional Warrant Agreement' means the Additional
                  Warrant Agreement dated July 9, 1996 among TradeWave, the
                  Banks and the Agent."

                           "'Operating   Investment'  means  a  debt  or  equity
                  investment  made by SRC in TradeWave the proceeds of which are
                  used by  TradeWave  for any purpose  other than to fulfill its
                  obligation to redeem shares of  TradeWave's  stock pursuant to
                  the terms and provisions of the Redemption Agreements."



<PAGE>




                           "'Redemption Agreements' means each of the Redemption
                  Option Agreements by and among, TradeWave, SRC and each of the
                  Stockholders party thereto,  each in substantially the form of
                  Exhibit A to the Third Amendment."

                           "'Redemption  Investment'  means  a  debt  or  equity
                  investment  made by SRC in TradeWave the proceeds of which are
                  used  by  TradeWave   to  enable   TradeWave  to  fulfill  its
                  obligations to redeem shares of TradeWave's  stock pursuant to
                  the terms and provisions of the Redemption Agreements."

                           "'SRC  Issuance'  means  issuance  by SRC on or after
                  July 9,  1996  and  before  December  31,  1996 of up to Eight
                  Hundred  Thirty-Three   Thousand  Three  Hundred  Thirty-Three
                  (833,333)  shares of its capital stock,  the proceeds of which
                  are to be used by SRC to (1) make a Redemption Investment, (2)
                  purchase   shares  of  stock  of   TradeWave  to  satisfy  its
                  obligation to purchase  such shares  pursuant to the terms and
                  provisions  of  the  Redemption  Agreements  or  (3)  make  an
                  Operating Investment."

                           "'Third  Amendment'  means  the Third  Amendment  and
                  Waiver to Credit  Agreement  and Guaranty  dated as of July 9,
                  1996 among Borrower,  the Guarantors,  the  Hypothecator,  the
                  Banks, and the Agent."

                           "'TradeWave' means the TradeWave Corporation, a
                  Delaware corporation."

                           "'Warrants' means, collectively, each of the warrants
                  issued to each of the Banks by  TradeWave  in July 9, 1996 and
                  each of the warrants issued to the Banks by TradeWave pursuant
                  to the terms of Additional Warrant Agreement."

                  (b)  Section  2.11,  Mandatory  Prepayments,   is  amended  by
inserting at the end thereof the following:

                           "In  addition,  notwithstanding  the  foregoing,  the
                  proceeds of any SRC  Issuance  are not  required to be used to
                  make a Prepayment  Obligation as required above.  Finally, the
                  Borrower's  obligation  to make a Prepayment  Obligation on or
                  about June 28,  1996 in the amount of Seven  Hundred  Thousand
                  Dollars  ($700,000)  is  deferred  until  the  earlier  of (1)
                  December  31,  1996 or (2) the  date on  which  either  SRC or
                  TradeWave  receives an  aggregate  amount for the  issuance of
                  equity in either SRC



                                        2

<PAGE>



                  or TradeWave,  as the case may be, on or after July 9, 1996 in
                  an amount  equal to or greater  than One Million  Five Hundred
                  Thousand Dollars  ($1,500,000),  provided,  that, the Borrower
                  remains obligated to make all other Prepayment  Obligations in
                  accordance with the terms of the Agreement."

                  (c) The following additional  affirmative covenant is added at
the end of Article IX Affirmative Covenants:

                           "Section 9.10. Purchase of Warrants. Upon the request
                  of any Bank made at any time on or after January 1, 1997,  SRC
                  agrees  to  purchase  for  cash  within  five (5) days of such
                  request  all or any  portion  of the  Warrants  for a purchase
                  price of Five Dollars and  Seventy-One  Cents ($5.71) for each
                  share of  TradeWave to be issued to the holder of the Warrant,
                  provided, however, SRC will only be required to pay the Banks,
                  in the aggregate,  Three Hundred Thousand  Dollars  ($300,000)
                  for the purchase of Warrants pursuant to this Section.

                           Section 9.11.  Compliance with Additional Warrant
                  Agreement.  Take any and all actions required to ensure
                  that TradeWave complies with all the terms and provisions
                  of the Additional Warrant Agreement."

                  (d) Section 10.02., Guaranty, is amended by (i) deleting "and"
before clause "(4)" thereof and inserting after  "($250,000)" at the end thereof
the following:

                  "and  (5)  the  guaranty  provided  by  SRC  pursuant  to  the
                  Redemption Agreements of TradeWave's  obligation to redeem its
                  stock pursuant to the terms of the Redemption Agreements."

                  (e)  Section  12.01,  Events of  Default,  is  amended  by (i)
deleting the brackets in clause  "(3)"  thereof,  (ii)  deleting  clause  "(10)"
thereof in its entirety, and (iii) deleting "or" after clause "(15)" thereof and
inserting after "manner" at the end of clause "(16)" thereof the following:

                  ";  or  (17)  If  at  any  time  SRC  enters  into  Redemption
                  Agreements,  the collective  effect of which could require SRC
                  in  satisfaction  of all of its  obligations  under  all  such
                  Agreements  to issue  more SRC  shares  than the  total of (a)
                  Eight Hundred Thirty-Three Thousand Three Hundred Thirty-Three
                  (833,333) SRC shares, less (b) the number of SRC shares issued
                  by SRC the  proceeds  of which were used to make an  Operating
                  Investment; or




                                        3

<PAGE>



                  (18) The Additional Warrant Agreement shall, at any time after
                  its execution and delivery and for any reason,  cease to be in
                  full force and effect or shall be declared  null and void,  or
                  the validity or  enforceability  thereof shall be contested by
                  TradeWave  or   TradeWave   shall  deny  it  has  any  further
                  obligation  under such  Agreement or  TradeWave  shall fail to
                  perform any of its obligations under such Agreement."

                  SECTION 2.  Waiver.  The  Borrower  has advised the Banks that
because the Borrower  has failed or may fail,  as the case may be, to deliver at
least twelve percent (12%) of the aggregate purchase price of Material scheduled
for delivery in each of the Measurement  Periods ended March 31, 1996, April 30,
1996, May 31, 1996, and June 30, 1996 there exist or may exist,  as the case may
be,  Events of Default  due to  violations  of clause  "(16)" of Section  12.01,
Events of Default, of the Credit Agreement.

                  The Borrower has  requested  that both Banks waive such Events
of Default.  Both Banks waive the  Borrower's  compliance  with clause "(16)" of
Section 12.01, Events of Default for each of the Measurement Periods ended March
31, 1996,  April 30, 1996, May 31, 1996, and June 30, 1996.  Neither Bank waives
any future noncompliance by the Borrower with such Section.

                  SECTION 3. Conditions of  Effectiveness.  This Third Amendment
and Waiver shall become  effective  as of the date of this Third  Amendment  and
Waiver when and if the Agent shall have  received on or before such date each of
the following documents,  in form and substance  satisfactory to the Agent, each
Bank, and their  respective  counsel,  and each of the following  conditions has
been fulfilled:

               (1) Third  Amendment and Waiver.  This Third Amendment and Waiver
duly executed by each party hereto;

                  (2) First Amendment to Pledge  Agreement  (AQI). The execution
and delivery of the First Amendment to Pledge  Agreement (AQI) in  substantially
the form of Exhibit A hereto  together with the  certificates  representing  the
TradeWave  shares  pledged  pursuant to such First  Amendment  and undated stock
powers executed in blank for each such certificate;

                  (3) Warrants and Additional Warrant  Agreement.  The execution
and delivery of each of the Warrants of TradeWave in  substantially  the form of
Exhibits  B-1,  B-2,  and B-3  hereto  and the  execution  and  delivery  of the
Additional Warrant Agreement;

                  (4) Consent of SRG. SRG's consent to this Third  Amendment and
Waiver and all of the actions contemplated by this



                                        4

<PAGE>



Third  Amendment  and  Waiver,  including  but not  limited  to SRC's  pledge of
one-third  (1/3) of its shares of TradeWave  pursuant to the First  Amendment to
Pledge Agreement (AQI) and such consent shall be evidenced by SRG's signature on
the appropriate space on this Third Amendment and Waiver;

                  (5) Evidence of All Corporate  Action by Borrower and SRC. The
Agent shall have received a certificate of the Secretary or Assistant  Secretary
of Borrower  and SRC (dated as of the date of this Third  Amendment  and Waiver)
attesting  to  all  corporate   action  taken  by  Borrower  and  SRC  including
resolutions of its  respective  Board of Directors,  authorizing  the execution,
delivery,  and  performance  of this Third  Amendment  and Waiver and each other
document to be delivered  pursuant to or in connection with this Third Amendment
and Waiver;

               (6)  Evidence of All  Corporate  Action by  TradeWave.  The Agent
shall have  received a certificate  of the  Secretary or Assistant  Secretary of
TradeWave (dated as of the date of this Third Amendment and Waiver) attesting to
all corporate  action taken by TradeWave  including  resolutions of its Board of
Directors,  authorizing  the execution,  delivery,  and  performance of both the
Warrants and each other  document to be delivered  pursuant to or in  connection
with the Warrant and the Additional Warrant Agreement and each other document to
be delivered pursuant to or in connection with the Additional Warrant Agreement;

                  (7) Opinion of Counsel for  Borrower.  A favorable  opinion of
Fischbein, Badillo, Wagner & Harding, counsel for Borrower, dated as of the date
of this Third  Amendment and Wavier [sic], in a form acceptable to the Agent and
the Banks;

                  (8) Legal Bill.  Dewey Ballantine has been paid in full
for all legal fees, costs and expenses in connection with the
preparation of the Third Amendment and Waiver and all past due
legal fees, costs and expenses;

                  (9) Officer's  Certificate.  The following statements shall be
true and the Agent shall have received a certificate signed by a duly authorized
officer of the Borrower dated the date hereof stating that,  after giving effect
to this Third Amendment and Waiver and the transactions contemplated hereby:

                      (a)      The representations and warranties contained
                               in the Credit  Agreement  and in each of the
                               other Loan  Documents  are correct on and as
                               of the date  hereof as though made on and as
                               of such date; and




                                        5

<PAGE>



                           (b)      No Default or Event of Default has occurred
                                    and is continuing; and

                  (10) Other Documents. The Agent shall have received such other
approvals, opinions or documents as the Agent may reasonably request.

               SECTION 4. Reference to and Effect on the Loan Documents.  a)Upon
the  effectiveness  of  Section 1 hereof,  on and  after  the date  hereof  each
reference in the Credit Agreement to "this  Agreement",  "hereunder",  "hereof",
"herein" or words of like import, and each reference in the other Loan Documents
to the Credit  Agreement,  shall mean and be a reference to the Credit Agreement
as amended hereby.

                    (b) The execution,  delivery and effectiveness of this Third
Amendment and Waiver shall not, except as specifically provided herein,  operate
as a waiver of any right, power or remedy of the Banks or the Agent under any of
the Loan Documents,  nor constitute a waiver of any provision of any of the Loan
Documents, and, except as specifically provided herein, the Credit Agreement and
each other Loan  Document  shall  remain in full force and effect and are hereby
ratified and confirmed.

                  SECTION 5. Costs,  Expenses and Taxes.  The Borrower agrees to
reimburse the Agent, Chase, and the Banks on demand for all out-of-pocket costs,
expenses and charges  (including,  without  limitation,  all reasonable fees and
charges of legal  counsel  for the Agent,  Chase and each Bank)  incurred by the
Agent  Chase or the  Banks in  connection  with the  preparation,  reproduction,
execution  and  delivery  of this  Third  Amendment  and  Waiver  and any  other
instruments and documents to be delivered hereunder.  In addition,  the Borrower
shall pay any and all stamp and other taxes and fees payable or determined to be
payable in connection  with the  execution and delivery,  filing or recording of
this Third  Amendment and Waiver and the other  instruments  and documents to be
delivered  hereunder,  and agrees to save the Banks and the Agent  harmless from
and against any and all liabilities  with respect to or resulting from any delay
in paying or omission to pay such taxes or fees.

               SECTION 6. Governing  Law. This Third  Amendment and Waiver shall
be governed by and  construed  in  accordance  with the laws of the State of New
York.

                  SECTION 7. Headings.  Section headings in this Third Amendment
and Waiver are included  herein for  convenience of reference only and shall not
constitute a part of this Third Amendment and Waiver for any other purpose.





                                        6

<PAGE>



                  SECTION 8.  Counterparts.  This Third Amendment and Waiver may
be executed in any number of  counterparts,  all of which taken  together  shall
constitute  one and the same  instrument,  and any party hereto may execute this
Third Amendment and Waiver by signing any such counterpart.

                  IN WITNESS WHEREOF,  the parties hereto have caused to be duly
executed  as of this Third  Amendment  and  Waiver the day and year first  above
written.



                                           SUNRIVER DATA SYSTEMS, INC.

                                            By  /s/
                                              --------------------------
                                              Name:   Gerald Youngblood
                                              Title:  President


                                           SUNRIVER ACQUISITION CORPORATION


                                            By  /s/
                                              -------------------------
                                              Name:   Gerald Youngblood
                                              Title:  President



                                           SUNRIVER CORPORATION (formerly
                                           known as All Quotes, Inc.)


                                           By  /s/
                                             -------------------------
                                             Name:   Gerald Youngblood
                                             Title:  President







                                        7

<PAGE>



                                          THE CHASE MANHATTAN BANK, N.A.,
                                            as Bank


                                          By  /s/
                                            --------------------------
                                            Name:   William A. DeMilt, Jr.
                                            Title:  Assistant Vice President


                                          THE FIRST NATIONAL BANK OF CHICAGO,
                                           as Bank


                                          By  /s/
                                            --------------------------
                                            Name:  Anna R. Hoffman
                                            Title: Authorized Agent


                                          SILICON VALLEY BANK


                                          By  /s/
                                            -------------------------
                                            Name:   J. Doug Mangum
                                            Title:  Senior Vice President


                                          THE CHASE MANHATTAN BANK, N.A.,
                                           as Agent


                                           By  /s/
                                            -----------------------
                                            Name:   William A. DeMilt, Jr.
                                            Title:  Assistant Vice President


AGREED AND CONSENTED TO:

SUNRIVER GROUP, INC.


By  /s/
  ----------------------------------
  Name:   Gerald Youngblood
  Title:  President



                                        8

<PAGE>



                FOURTH AMENDMENT TO CREDIT AGREEMENT AND GUARANTY

                  FOURTH  AMENDMENT TO CREDIT AGREEMENT AND GUARANTY dated as of
August  21,  1996  ("Fourth  Amendment")  among  SunRiver  Data  Systems,   Inc.
("Borrower"),  SunRiver Acquisition  Corporation ("SRAC"),  Sunriver Corporation
(formerly known as All Quotes,  Inc.; "SRC"),  SunRiver Group, Inc. ("SRG"), The
Chase Manhattan Bank  (successor by merger to The Chase  Manhattan  Bank,  N.A.;
"Chase"),  The First  National  Bank of Chicago  ("FNBC"),  Silicon  Valley Bank
("SVB"), each other lender which may hereafter execute and deliver an instrument
of assignment with respect to the Credit  Facilities as defined in and under the
Credit  Agreement  referred  to  below  (each a  "Bank"  and  collectively,  the
"Banks"),  and The  Chase  Manhattan  Bank  (successor  by  merger  to The Chase
Manhattan Bank,  N.A.), as agent for the Banks (in such capacity,  together with
its successors in such capacity, the "Agent").

                  PRELIMINARY  STATEMENT.   Reference  is  made  to  the  Credit
Agreement and Guaranty  dated as of October 23, 1995 among the  Borrower,  SRAC,
SRC, SRG,  Chase,  FNBC, SVB and the Agent, as amended by the First Amendment to
Credit Agreement and Guaranty,  Hypothecation Agreement and Loan Documents dated
as of February 2, 1996,  as further  amended by the Second  Amendment  to Credit
Agreement and Guaranty dated as of May 22, 1996,  and as further  amended by the
Third  Amendment to Credit  Agreement and Guaranty dated as of July 9, 1996 (the
"Credit  Agreement").  Any term used in this Fourth  Amendment and not otherwise
defined in this Fourth Amendment shall have the meaning assigned to such term in
the Credit Agreement.

                  The parties hereto have agreed to amend a certain provision of
the Credit Agreement as hereinafter set forth.

                  SECTION 1. Amendment to Credit Agreement. The Credit Agreement
is, effective as of the Closing Date,  hereby amended by deleting "Monthly Date"
in the  third  line of the  third  paragraph  of  Section  2.07,  Interest,  and
inserting in its place the following:
"Quarterly Date".

                  SECTION 2. Reference to and Effect on the Loan Documents.  (a)
Upon the  effectiveness  of Section 1 hereof,  on and after the date hereof each
reference in the Credit Agreement to "this  Agreement",  "hereunder",  "hereof",
"herein" or words of like import, and each reference in the other Loan Documents
to the Credit  Agreement,  shall mean and be a reference to the Credit Agreement
as amended hereby.

                  (b) The execution,  delivery and  effectiveness of this Fourth
Amendment  shall not  operate as a waiver of any  right,  power or remedy of the





<PAGE>



Banks or the Agent under any of the Loan  Documents,  nor constitute a waiver of
any provision of any of the Loan Documents, and, except as specifically provided
herein,  the Credit  Agreement and each other Loan Document shall remain in full
force and effect and are hereby ratified and confirmed.

                  SECTION 3. Costs,  Expenses and Taxes.  The Borrower agrees to
reimburse the Agent, Chase, and the Banks on demand for all out-of-pocket costs,
expenses and charges  (including,  without  limitation,  all reasonable fees and
charges of legal  counsel  for the Agent,  Chase and each Bank)  incurred by the
Agent,  Chase or the Banks in  connection  with the  preparation,  reproduction,
execution and delivery of this Fourth  Amendment and any other  instruments  and
documents to be delivered hereunder. In addition, the Borrower shall pay any and
all stamp and other  taxes and fees  payable  or  determined  to be  payable  in
connection  with the execution and delivery,  filing or recording of this Fourth
Amendment and the other instruments and documents to be delivered hereunder, and
agrees to save the Banks and the Agent  harmless  from and  against  any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes or fees.

                  SECTION 4.  Governing Law.  This Fourth Amendment shall
be governed by and construed in accordance with the laws of the
State of New York.

               SECTION 5. Headings.  Section  headings in this Fourth  Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Fourth Amendment for any other purpose.

                  SECTION 6. Counterparts. This Fourth Amendment may be executed
in any number of counterparts,  all of which taken together shall constitute one
and the same  instrument and any party hereto may execute this Fourth  Amendment
by signing any such counterpart.





                                        2

<PAGE>



                  IN WITNESS WHEREOF,  the parties hereto have caused his Fourth
Amendment to be duly executed as of the day and year first above written.

                                        SUNRIVER DATA SYSTEMS, INC.


                                        By  /s/
                                          ---------------------------
                                          Name:   Gerald Youngblood
                                          Title:  President


                                        SUNRIVER ACQUISITION CORPORATION

                                        By  /s/
                                          ---------------------------
                                          Name:   Gerald Youngblood
                                          Title:  President



                                        SUNRIVER CORPORATION (formerly known
                                        as All Quotes, Inc.)

                                        By  /s/
                                          ---------------------------
                                        Name:   Gerald Youngblood
                                        Title:  President


                                        SUNRIVER GROUP, INC.

                                        By  /s/
                                          ---------------------------
                                          Name:  Gerald Youngblood
                                          Title: President



                                        THE CHASE  MANHATTAN  BANK  (successor
                                        by merger to The Chase  Manhattan  Bank,
                                        N.A.), as Bank


                                        By  /s/
                                          -------------------------
                                          Name:  William A. DeMilt, Jr.
                                          Title:  Assistant Vice President





                                        3

<PAGE>





           FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT AND GUARANTY

               FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT AND GUARANTY dated
as of March 31, 1997 ("Fifth Amendment and Waiver") among Boundless Technologies
(formerly  known  as  SunRiver  Data  Systems,   Inc.;   "Borrower"),   SunRiver
Acquisition  Corporation ("SRAC") , SunRiver Corporation  (formerly known as All
Quotes,  Inc.;  "SRC"),  SunRiver Group, Inc. ("SRG"),  The Chase Manhattan Bank
(successor by merger to The Chase  Manhattan  Bank,  N.A.;  "Chase"),  The First
National  Bank of Chicago  ("FNBC"),  Silicon  Valley Bank  ("SVB"),  each other
lender which may hereafter  execute and deliver an instrument of assignment with
respect to the Credit  Facilities  as defined in and under the Credit  Agreement
referred to below (each a "Bank" and collectively,  the "Banks"),  and The Chase
Manhattan Bank (successor by merger to The Chase Manhattan Bank, N.A.), as agent
for the Banks (in such capacity,  together with its successors in such capacity,
the "Agent").

               PRELIMINARY STATEMENT.  Reference is made to the Credit Agreement
and Guaranty  dated as of October 23, 1995 among the Borrower,  SRAC,  SRC, SRG,
Chase,  FNBC,  SVB and the Agent,  as amended by the First  Amendment  to Credit
Agreement and Guaranty,  Hypothecation  Agreement and Loan Documents dated as of
February 2, 1996, as further amended by the Second Amendment to Credit Agreement
and Guaranty dated as of May 22, 1996, as further waived by a Waiver dated June,
1996, as further  amended and waived by the Third Amendment and Waiver to Credit
Agreement  and Guaranty  dated as of July 9, 1996,  and as further  amended by a
Fourth  Amendment to Credit  Agreement and Guaranty  dated as of August 21, 1996
(as so amended, the "Credit  Agreement").  Any term used in this Fifth Amendment
and Waiver and not  otherwise  defined in this Fifth  Amendment and Waiver shall
have the meaning assigned to such term in the Credit Agreement.

               The  parties  hereto  have  agreed  to amend  and  waive  certain
provisions of the Credit Agreement as hereinafter set forth.

               SECTION 1. Amendments to Credit  Agreement.  The Credit Agreement
is,  effective  as of the date  hereof and  subject to the  satisfaction  of the
conditions precedent set forth in Section 3 hereof, hereby amended as follows:

               (a)  The  following   definitions   are  added  in  their  proper
alphabetical order:

                           "Fifth  Amendment"  means  the  Fifth  Amendment  and
                  Waiver to Credit  Agreement and Guaranty dated as of March 31,
                  1997 among Borrower,  the Guarantors,  the  Hypothecator,  the
                  Banks, and the Agent.




<PAGE>




                           "SRC" means SunRiver Corporation (formerly known as
                   All Quotes, Inc.).

               (b) The definition of "Applicable Margin" is amended by adding at
the end thereof the following:

                      "Notwithstanding  the foregoing,  for the period from
                  April 1, 1997 to and including  November 30, 1997,  Applicable
                  Margin  means:  (1) with  respect to a  Revolving  Credit Loan
                  which is a Base  Rate  Loan,  one and three  quarters  percent
                  (1.75%),  and (2) with  respect to a Term Loan which is a Base
                  Rate Loan, one and three quarters percent  (1.75%);  provided,
                  however, if on December 1, 1997 the aggregate principal amount
                  of the Revolving  Credit Loans  exceeds the  Revolving  Credit
                  Facility  (Loans) then the  Applicable  Margin shall remain at
                  the  rates  set forth in this  paragraph  until the  aggregate
                  principal  amount of the Revolving Credit Loans is equal to or
                  less than the Revolving  Credit  Facility  (Loans).  Neither a
                  Revolving  Credit Loan nor a Term Loan shall be outstanding as
                  a LIBOR Loan during this period."

               (c) The definition of "Borrowing Base  Certificate" is amended in
its entirety to read as follows:

                      "Borrowing Base  Certificate"  means a certificate in
                  substantially  the form of  Exhibit A to the Fifth  Amendment,
                  certified by the chief financial officer of the Borrower, with
                  respect to the Borrowing Base.

               (d) The  definition  of  "Eligible  Account" is amended by adding
after  "Banks" in the last line of clause "(9)" thereof the  following:  "or the
obligations  of the Account  Debtor on such Account are fully  covered by credit
insurance  policies  issued by insurance  companies  acceptable  to the Required
Banks  and such  policy  is in form and  substance  acceptable  to the  Required
Banks".

               (e) The definition of "Revolving  Credit  Facility" is amended by
deleting  "Twenty Million Dollars  ($20,000,000)"  in the first and second lines
thereof and  inserting in its place the  following:  "Eighteen  Million  Dollars
($18,000,000)".

               (f) The  definition of  "Revolving  Credit  Facility  (Loans)" is
amended in its entirety to read as follows:

                      "Revolving  Credit  Facility  (Loans)" means (1) from
                  March 31, 1997 to and including August 29, 1997, the lesser of
                  (a) the Revolving Credit Facility less the aggregate amount of
                  all  outstanding  Letter  of  Credit  Obligations  or (b)  the
                  Borrowing Base less the aggregate




                                        2

<PAGE>



                  amount of all outstanding  Letter of Credit  Obligations,  (2)
                  from August 30, 1997 to and including  November 29, 1997,  the
                  lesser of (a) the Revolving Credit Facility less the aggregate
                  amount of all outstanding  Letter of Credit Obligations or (b)
                  the Borrowing Base less the sum of (i) the aggregate amount of
                  all outstanding  Letter of Credit  Obligations plus (ii) fifty
                  percent  (50%)  of the  outstanding  Term  Loan,  and (3) from
                  August 30, 1997 at all times thereafter, the lesser of (a) the
                  Revolving  Credit  Facility less the  aggregate  amount of all
                  outstanding  Letter of Credit Obligations or (b) the Borrowing
                  Base  less  the  sum  of  (i)  the  aggregate  amount  of  all
                  outstanding Letter of Credit Obligations plus (ii) one hundred
                  percent (100%) of the outstanding Term Loan.

               (g) Section 2.11. Mandatory Prepayment is amended by deleting the
last paragraph therein and inserting in its place the following:

                      "To the extent that the aggregate principal amount of
                  the  Revolving  Credit  Loans  exceeds  the  Revolving  Credit
                  Facility  (Loans),   Borrower  shall  immediately  prepay  the
                  Revolving  Credit  Loans  over  the then  effective  Revolving
                  Credit Facility (Loans)."

               (h) Article IX. Affirmative Covenants is amended by adding at the
end thereof the following:

                      "Section  9.12.  Payment of Fees.  The Borrower shall
                  pay to the Agent  amendment fees in connection  with the Fifth
                  Amendment  in the amount of (1) Two Hundred  Thousand  Dollars
                  ($200,000)  on September 1, 1997 and (2) Two Hundred  Thousand
                  Dollars  ($200,000)  on March 6,  1998,  such fees are for the
                  account of the Banks,  and the Agent will deliver to each Bank
                  its Pro Rata Share of such fees."

                  (i) Section 10.04.  Investments is amended by deleting  clause
"(5)" in its entirety and inserting in its place the following:

                  "(5) loans or advances by the Borrower to SRC,  provided  that
                  the aggregate amount of all such loans or advances made in any
                  Fiscal  Year will not exceed  Five  Hundred  Thousand  Dollars
                  ($500,000)  less the  aggregate  amount of all cash  dividends
                  paid by the Borrower in such Fiscal Year;".





                                        3

<PAGE>



                  (j) Section  11.01.  Minimum  Tangible Net Worth is amended by
(i) deleting each "Period" and its corresponding  "Minimum Amount" and inserting
in their place the following:

                  "Period                                         Minimum Amount

                  From March 31, 1997 to and
                  including June 29, 1997                             $3,000,000

                  From June 30, 1997 to and
                  including September 29, 1997                        $3,400,000

                  From September 30, 1997 to and
                  including December 30, 1997                         $4,100,000

                  From December 31, 1997 to and
                  including March 30, 1998                            $6,900,000

                  From March 31, 1998 to and
                  including June 29, 1998                             $8,000,000

                  From June 30, 1998 to and
                  including September 30, 1998                        $9,500,000

and (ii) by deleting the second paragraph thereof in its entirety.

                  (k) Section 11.02.  Fixed Charge  Coverage Ratio is amended in
its entirety to read as follows:

                      "Section 11.02. Fixed Charge Coverage Ratio. Borrower
                  will have for each period  specified  below a ratio of (1) the
                  sum of (a) Earnings Before Interest,  Taxes,  Depreciation and
                  Amortization  for such period  minus (b) Capital  Expenditures
                  for such period,  to (2) the sum of (a) Cash Interest  Expense
                  for such  period,  plus (b) the  Current  Portion of Long Term
                  Debt as of the last  day of such  period,  plus (c)  Dividends
                  Paid during such period,  of not less than the ratio specified
                  below for such period:





                                        4

<PAGE>



                    "Period                                                Ratio

         For the four quarters (taken together
         as a whole) ending on March 31, 1997                           .50 to 1

         For the four quarters (taken together
         as a whole) ending on June 30, 1997                            .50 to 1

         For the four quarters (taken together
         as a whole) ending on September 30, 1997                       .75 to 1

         For the  four  quarters  (taken  together
         as a whole)  ending  on each Quarterly  Date
         during the period from and including
         December 31, 1997 to and including
         September 30, 1998                                           1.25 to 1"

                  (l) Section 11.03.  Interest  Coverage Ratio is amended by (i)
deleting  each  "Period" and its  corresponding  "Ratio" and  inserting in their
place the following:

                  "Period                                                 Ratio


         For the four quarters (taken together
         as a whole) ending on March 31, 1997                          1.50 to 1

         For the four quarters (taken together
         as a whole) ending on June 30, 1997                           1.75 to 1

         For the four quarters (taken together
         as a whole) ending on September 30, 1997                      2.25 to 1

         For the four quarters (taken together
         as a whole) ending on December 31, 1997                       3.50 to 1

         For the  four  quarters  (taken  together
         as a whole)  ending  on each Quarterly  Date
         during the period from and including
         March 30, 1998 to and including
         September 30, 1998                                           4.00 to 1"

                   (m) Section 11.04. Cash Flow Coverage Ratio is amended by (i)
deleting each "Date" and its corresponding  "Ratio" and inserting in their place
the following:




                                        5

<PAGE>



                      "Date                                                Ratio

                  March 30, 1997                                       4.50 to 1

                  June 30, 1997                                        3.75 to 1

                  September 30, 1997                                   3.00 to 1

                  Each Quarterly Date between
                  and including December 31, 1997
                  and September 30, 1998                              2.50 to 1"

                  (n)  Section  12.01.  Events of Default is amended by deleting
"or" after clause "(17)" thereof and inserting  after  "Agreement" at the end of
clause "(18)" thereof the following:

"; or (19) the  Borrower  fails to pay  either of the fees set forth in  Section
9.12 hereof."

                  SECTION 2. Waiver.  The Borrower has advised each Bank and the
Agent that because (1) SRC issued  $1,400,000 of notes  convertible  into common
stock of SRC in two separate  Regulation S transactions on February 28, 1997 and
March 14, 1997 and SRC received  $300,000 in February,  1997 with respect to the
sale of shares of common stock to Cook Capital  Corp.  (of which shares equal in
value to $71,657.88 will be issued in the future) and failed to make a mandatory
prepayment in an amount equal to 80% of the proceeds of such issuances in excess
of $1,500,000, (2) the Borrower made repeated advances to TradeWave on and prior
to  February  27,  1997,  (3) the  Borrower  made  advances  to SRC in excess of
$200,000 for the Fiscal Year ended  December  31,  1996,  (4) the Borrower had a
Tangible Net Worth of (a)  $4,112,000  for the period from September 30, 1996 to
and including  December 30, 1996 and (b) $4,227,000 for the period from December
31, 1996 to and  including  March 30,  1996,  (5) the  Borrower had for the four
quarters (taken together as a whole) ended on June 30, 1996,  September 30, 1996
and on December 31, 1996 a ratio of (a) the sum of (i) Earnings Before Interest,
Taxes,  Depreciation  and  Amortization  for  such  period  minus  (ii)  Capital
Expenditures for such period,  to (b) the sum of (i) Cash Interest  Expenses for
such period, plus (ii) the Current Portion of Long Term Debt as of September 30,
1996 and December 31, 1996,  plus (iii)  Dividends  Paid during such period,  of
3.08 to 1, 3.14 to 1 and 3.57 to 1,  respectively,  (6) the Borrower had for the
four  quarters  (taken  together as a whole) ended on September  30, 1996 and on
December 31, 1996, a ratio of (a) Earnings Before Interest,  Taxes, Depreciation
and Amortization  for such periods to (b) the sum of (i) Cash Interest  Expenses
for such periods plus (ii) Dividends Paid during such periods,  of 3.17 to 1 and
2.14 to 1,  respectively,  (7) the  Borrower  had for the four  quarters  (taken





                                        6

<PAGE>



together as a whole) ended on June 30, 1996,  September 30, 1996 and on December
31,  1996, a ratio of (a) Funded Debt as of such dates,  to (b) Earnings  Before
Interest,  Taxes,  Depreciation and Amortization for such periods, of 1.04 to 1,
 .93 to 1 and .73 to 1, respectively,  (8) several modifications were made to the
Basic Order  Agreement  for Text  Terminal  Products and Parts dated October 20,
1995, (9) an amendment was made to the Borrower's  certificate of  incorporation
reflecting  the  Borrower's  name  change to  Boundless  Technologies,  and (10)
TradeWave  failed  to  fulfill  its  obligations  under the  Additional  Warrant
Agreement,  there are  Events of Default  due to  violations  of  Section  2.11,
Mandatory  Prepayment,  Section  10.04,  Investments,  Section  10.10,  Changes,
Amendments or Modifications,  Section 11.01, Minimum Tangible Net Worth, Section
11.02,  Fixed Charge Coverage  Ratio,  Section 11.03,  Interest  Coverage Ratio,
Section  11.04,  Cash Flow  Leverage  Ratio,  and clause (18) of Section  12.01,
Events of Default, of the Credit Agreement.

               The  Borrower  has  requested  that each Bank and the Agent waive
such Events of Default. Each Bank and the Agent waives the Borrower's compliance
with each of the aforementioned Sections of the Credit Agreement for the periods
set forth in the preceding paragraph.  None of the Banks nor the Agent waive any
future  noncompliance  by the Borrower with such Sections or any other provision
of the Loan Documents.

               SECTION 3. Conditions of Effectiveness.  This Fifth Amendment and
Waiver shall become  effective as of the date of this Fifth Amendment and Waiver
when and if the Agent  shall have  received  on or before  such date each of the
following documents, in form and substance satisfactory to the Agent, each Bank,
and their  respective  counsel,  and each of the following  conditions  has been
fulfilled:

               (1) Fifth  Amendment and Waiver.  This Fifth Amendment and Waiver
duly executed by each party hereto;

               (2) Borrowing  Base  Certificate.  A Borrowing  Base  Certificate
substantially in the form of Exhibit A hereto;

               (3)  Purchase  of  Warrants.  SRC will pay to the  Agent  for the
benefit  of the  Banks  a fee of Two  Hundred  Seventy  Thousand  Eight  Hundred
Forty-Eight  Dollars  ($270,848)  in  connection  with  SRC's  purchase  of  the
Warrants;

               (4) Amendment  Fee. The Borrower  shall have paid to the Agent an
amendment fee in the amount of One Hundred Thousand  Dollars  ($100,000) for the
account of the Banks, and the Agent will deliver to each Bank its Pro Rata Share
of such fee;





                                        7

<PAGE>



                  (5) Evidence of All  Corporate  Action by Borrower.  The Agent
shall have  received a certificate  of the  Secretary or Assistant  Secretary of
Borrower (dated as of the date of this Fifth Amendment and Waiver)  attesting to
all corporate  action taken by Borrower  including  resolutions  of its Board of
Directors,  authorizing the execution,  delivery,  and performance of this Fifth
Amendment and Waiver and each other  document to be delivered  pursuant to or in
connection with this Fifth Amendment and Waiver;

                  (6) Officer's  Certificate.  The following statements shall be
true and the Agent shall have received a certificate signed by a duly authorized
officer of the Borrower dated the date hereof stating that,  after giving effect
to this Fifth Amendment and Waiver and the transactions contemplated hereby:

                  (a)      The representations  and warranties  contained in the
                           Credit  Agreement  and  in  each  of the  other  Loan
                           Documents are correct on and as of the date hereof as
                           though made on and as of such date; and

                  (b)      No Default or Event of Default has occurred and is
                           continuing; and

                  (7) Legal Bill. Dewey Ballantine has been paid in full for all
legal fees,  costs and expenses in connection with the preparation of this Fifth
Amendment and Waiver and all past due legal fees, costs and expenses; and

               (8) Other  Documents.  The Agent shall have  received  such other
approvals, opinions or documents as the Agent may reasonably request.

                  SECTION 4. Reference to and Effect on the Loan Documents.  (a)
Upon the  effectiveness  of Section 1 hereof,  on and after the date hereof each
reference in the Credit Agreement to "this  Agreement",  "hereunder",  "hereof",
"herein" or words of like import, and each reference in the other Loan Documents
to the Credit  Agreement,  shall mean and be a reference to the Credit Agreement
as amended hereby.

                  (b) The execution,  delivery and  effectiveness  of this Fifth
Amendment and Waiver shall not, except as specifically provided herein,  operate
as a waiver of any right, power or remedy of the Banks or the Agent under any of
the Loan Documents,  nor constitute a waiver of any provision of any of the Loan
Documents, and, except as specifically provided herein, the Credit Agreement and
each other Loan  Document  shall  remain in full force and effect and are hereby
ratified and confirmed.






                                        8

<PAGE>



                  SECTION 5. Costs,  Expenses and Taxes.  The Borrower agrees to
reimburse the Agent, Chase, and the Banks on demand for all out-of-pocket costs,
expenses and charges  (including,  without  limitation,  all reasonable fees and
charges of legal  counsel  for the Agent,  Chase and each Bank)  incurred by the
Agent,  Chase or the Banks in  connection  with the  preparation,  reproduction,
execution  and  delivery  of this  Fifth  Amendment  and  Waiver  and any  other
instruments and documents to be delivered hereunder.  In addition,  the Borrower
shall pay any and all stamp and other taxes and fees payable or determined to be
payable in connection  with the  execution and delivery,  filing or recording of
this Fifth  Amendment and Waiver and the other  instruments  and documents to be
delivered  hereunder,  and agrees to save the Banks and the Agent  harmless from
and against any and all liabilities  with respect to or resulting from any delay
in paying or omission to pay such taxes or fees.

               SECTION 6. Governing  Law. This Fifth  Amendment and Waiver shall
be governed by and  construed  in  accordance  with the laws of the State of New
York.

               SECTION 7. Headings. Section headings in this Fifth Amendment and
Waiver are  included  herein for  convenience  of  reference  only and shall not
constitute a part of this Fifth Amendment and Waiver for any other purpose.

               SECTION 8.  Counterparts.  This Fifth Amendment and Waiver may be
executed  in any  number of  counterparts,  all of which  taken  together  shall
constitute  one and the same  instrument,  and any party hereto may execute this
Fifth Amendment and Waiver by signing any such counterpart.





                                        9

<PAGE>



               IN WITNESS  WHEREOF,  the  parties  hereto have caused this Fifth
Amendment  and Waiver to be duly  executed  as of the day and year  first  above
written.

                                          BOUNDLESS TECHNOLOGIES, INC.
                                          (formerly known as Sunriver Data
                                          Systems, Inc.)


                                           By:  /s/
                                              -----------------------------
                                              Name:   Wayne Schroeder
                                              Title:  V.P. Finance


                                            SUNRIVER ACQUISITION CORPORATION

                                           By:  /s/
                                              ---------------------------
                                              Name:  Wayne Schroeder
                                              Title: V.P. Finance


                                            SUNRIVER CORPORATION
                                            (formerly   known   as  All
                                            Quotes, Inc.)


                                            By:  /s/
                                               --------------------------
                                               Name:   Wayne Schroeder
                                               Title:  V.P. Finance


                                            THE CHASE MANHATTAN BANK
                                            (successor by merger to The
                                            Chase Manhattan Bank, N.A.), as
                                            Bank


                                            By:  /s/
                                               ------------------------
                                               Name:  William A. DeMilt, Jr.
                                               Title: Assistant Vice President






                                       10

<PAGE>



                                        THE FIRST NATIONAL BANK OF CHICAGO,
                                        as Bank


                                        By: /s/
                                          -----------------------------
                                          Name:   Phillip D. Martin
                                          Title:  Vice President


                                        THE CHASE MANHATTAN BANK
                                        (successor by merger to The
                                        Chase Manhattan Bank, N.A.), as Agent


                                        By:
                                           -------------------------
                                           Name:
                                           Title:


AGREED AND CONSENTED TO:

SUNRIVER GROUP, INC.


By:  -----------------------------
     Name:
     Title:





                                       11

<PAGE>







                SIXTH AMENDMENT TO CREDIT AGREEMENT AND GUARANTY
                AND SECOND AMENDMENT TO HYPOTHECATION AGREEMENT

                  SIXTH  AMENDMENT TO CREDIT  AGREEMENT  AND GUARANTY AND SECOND
AMENDMENT TO  HYPOTHECATION  AGREEMENT dated as of December 22, 1997 ("Amendment
Agreement") among Boundless Technologies,  Inc. (formerly known as SunRiver Data
Systems, Inc.; "Borrower"), SunRiver Acquisition Corporation ("SRAC"), Boundless
Corporation (formerly known as SunRiver  Corporation;  "BC"), Morgan Kent Group,
Inc.  (formerly known as SunRiver Group,  Inc.; "MKG"), The Chase Manhattan Bank
(successor by merger to The Chase Manhattan Bank, N.A.; "Chase"), Silicon Valley
Bank  ("SVB"),  each other  lender  which may  hereafter  execute and deliver an
instrument of assignment with respect to the Credit Facilities as defined in and
under the Credit  Agreement  referred to below (each a "Bank" and  collectively,
the "Banks"),  and The Chase  Manhattan  Bank  (successor by merger to The Chase
Manhattan Bank,  N.A.), as agent for the Banks (in such capacity,  together with
its successors in such capacity, the "Agent").

                  PRELIMINARY  STATEMENT.   Reference  is  made  to  the  Credit
Agreement and Guaranty  dated as of October 23, 1995 among the  Borrower,  SRAC,
BC,  MKG,  Chase,  The First  National  Bank of Chicago,  SVB and the Agent,  as
amended by the First Amendment to Credit  Agreement and Guaranty,  Hypothecation
Agreement and Loan Documents dated as of February 2, 1996, as further amended by
the Second  Amendment to Credit Agreement and Guaranty dated as of May 22, 1996,
as further waived by a Waiver dated June, 1996, as further amended and waived by
the Third Amendment and Waiver to Credit Agreement and Guaranty dated as of July
9,  1996,  as further  amended by a Fourth  Amendment  to Credit  Agreement  and
Guaranty  dated  as of  August  21,  1996,  and as  further  amended  by a Fifth
Amendment and Waiver to Credit Agreement and Guaranty dated as of March 31, 1997
(as so  amended,  the  "Credit  Agreement").  Any  term  used in this  Amendment
Agreement and not otherwise  defined in this Amendment  Agreement shall have the
meaning assigned to such term in the Credit Agreement.

                  The parties hereto have agreed to amend certain  provisions of
each of the Credit Agreement and the Hypothecation  Agreement as hereinafter set
forth.

                  SECTION  1.  Amendments  to  Credit   Agreement.   The  Credit
Agreement is, effective as of the date hereof and subject to the satisfaction of
the  conditions  precedent  set forth in  Section 3 hereof,  hereby  amended  as
follows:





<PAGE>



                  (1) The  following  definitions  are  added  in  their  proper
alphabetical order:

                           "Amendment  Agreement"  means the Sixth  Amendment to
                  Credit  Agreement  and  Guaranty  and the Second  Amendment to
                  Hypothecation  Agreement  dated as of December  22, 1997 among
                  Borrower, the Guarantors, the Hypothecator,  the Banks and the
                  Agent."

                           "Amendment Agreement Date" means December 22,
                  1997.

                  (2) The definition of "Applicable Margin" is amended by adding
at the end thereof the following:

                           "In addition,  notwithstanding  the foregoing,  if on
                  and  after   December  1,  1997,   the  aggregate   amount  of
                  Outstanding  Credit  Facilities  is less than  eighty  percent
                  (80%) of the face  amount of  Eligible  Accounts,  then during
                  such  period the  "Applicable  Margin"  shall  mean:  (1) with
                  respect to a Revolving  Credit Loan which is a Base Rate Loan,
                  three  quarters of one percent  (.75%),  (2) with respect to a
                  Revolving  Credit Loan which is a LIBOR Rate Loan, two percent
                  (2.00%),  (3) with respect to a Term Loan which is a Base Rate
                  Loan,  three  quarters  of one  percent  (.75%),  and (4) with
                  respect to a Term Loan which is a LIBOR Rate Loan, two percent
                  (2.00%).

                  (3) The definition of "Revolving  Credit  Facility" is amended
in its entirety to read as follows:

                           "Revolving  Credit  Facility"  means Fifteen  Million
                  Dollars  ($15,000,000),  less the total of (1) an amount equal
                  to the aggregate of any and all mandatory  prepayments  of the
                  Revolving  Credit  Loans made  pursuant  to any and all of the
                  first four (4) paragraphs of Section 2.11, plus (2) the amount
                  of the Letter of Indemnity Obligations.

                  (4) The definition of "Revolving  Credit Facility  (Loans)" is
amended in its entirety to read as follows:

                           "Revolving  Credit  Facility  (Loans)" means (1) from
                  the Amendment  Agreement  Date to and  including  November 29,
                  1997, the lesser of (a) the Revolving Credit Facility less the
                  aggregate   amount  of  all   outstanding   Letter  of  Credit
                  Obligations  or (b) the Borrowing Base less the sum of (i) the
                  aggregate   amount  of  all   outstanding   Letter  of  Credit
                  Obligations plus




                                        2

<PAGE>



                  (ii) fifty percent (50%) of the outstanding Term Loan, and (2)
                  from November 30, 1997 and at all times thereafter, the lesser
                  of (a) the Revolving Credit Facility less the aggregate amount
                  of all  outstanding  Letter of Credit  Obligations  or (b) the
                  Borrowing Base less the sum of (i) the aggregate amount of all
                  outstanding Letter of Credit Obligations plus (ii) one hundred
                  percent (100%) of the outstanding Term Loan.

                  (5)  The  definition  of  "Termination  Date"  is  amended  by
deleting  "September  30,  1998"  and  inserting  in its  place  the  following:
"December 31, 1998".

                  (6) Section  2.02,  Term Loan,  is amended in its  entirety to
read as follows:

                           "Borrower and each Bank acknowledge that Three
                  Million Two Hundred Fifty Thousand Dollars ($3,250,000)
                  of the Term Loan remains outstanding as of the
                  Amendment Agreement Date. Amounts prepaid on the Term
                  Loan cannot be reborrowed."

                  (7) Section  2.09,  Notes,  is amended by deleting  the second
paragraph therein in its entirety and inserting in its place the following:

                           "The Term Loan made by each Bank under this Agreement
                  shall be evidenced  by, and repaid with interest in accordance
                  with  a  single  form  of  promissory   note  of  Borrower  in
                  substantially the form of Exhibit B to the Amendment Agreement
                  duly  completed  and payable to the order of such Bank for the
                  account of its  Applicable  Lending  Office (each a "Term Loan
                  Note").  Each of the Term Loan Notes  evidencing the Term Loan
                  shall be dated the  Amendment  Agreement  Date.  The Term Loan
                  will be repaid in four (4) consecutive quarterly installments,
                  where  the  first  installment  is in an  amount  equal to Two
                  Hundred Fifty  Thousand  Dollars  ($250,000) and the remaining
                  three  (3)  installments  are each in an  amount  equal to One
                  Million Dollars ($1,000,000).  The first installment is due on
                  March 31, 1998, with subsequent installments on each Quarterly
                  Date thereafter, to and including December 31, 1998; provided,
                  however, that the last such installment shall be in the amount
                  necessary to repay in full the unpaid  principal amount of the
                  Term Loan and any accrued interest and fees."

               (8) Section 2.11,  Mandatory  Prepayment,  is amended by deleting
"One Million Five Hundred Thousand Dollars  ($1,500,000)" in the twelfth line of




                                        3

<PAGE>



the fourth  paragraph  thereof and inserting in its place the  following:  "Five
Million Dollars ($5,000,000) on and after the Amendment Agreement Date".

               SECTION   2.   Amendment   to   Hypothecation    Agreement.   The
Hypothecation  Agreement is,  effective as of the date hereof and subject to the
satisfaction of the conditions  precedent set forth in Section 3 hereof,  hereby
amended by  deleting  Section  15,  Termination  and  Release  of  Hypothecation
Agreement, in its entirety and inserting in its place the following:

                           "Section 15. Termination and Release of Hypothecation
                  Agreement.  On the  Amendment  Agreement  Date,  the  Agent on
                  behalf of the Banks shall release Eight Million (8,000,000) of
                  the Pledged Shares to the  Hypothecator.  If at any time after
                  December 1, 1997 there are no  outstanding  Defaults or Events
                  of Default,  then the Hypothecator is released from its pledge
                  and hypothecation under this Hypothecation  Agreement and this
                  Hypothecation Agreement is terminated."

               SECTION 3. Conditions of Effectiveness.  This Amendment Agreement
shall become  effective as of the date of this  Amendment  Agreement when and if
the Agent  shall  have  received  on or before  such date each of the  following
documents, in form and substance satisfactory to the Agent, each Bank, and their
respective counsel, and each of the following conditions has been fulfilled:

               (1) Amendment  Agreement.  This Amendment Agreement duly executed
by each party hereto and consented to by MKG;

               (2) Prepayment of Loans.  Borrower shall prepay the Loans so that
the outstanding  principal amount of the Term Loan is equal to Three Million Two
Hundred Fifty Thousand Dollars ($3,250,000) and the outstanding principal amount
of the  Revolving  Credit  Facility  (Loans)  is less  than or equal to  Fifteen
Million Dollars ($15,000,000);

               (3) Notes.  Borrower  shall have duly  executed and  delivered to
each Bank a  Revolving  Credit  Note in the form of  Exhibit A hereto and a Term
Loan Note in the form of Exhibit B hereto;

               (4)  Assignment  and  Assumption  Agreement.  An  Assignment  and
Assumption  Agreement  duly  executed  by SVB and  The  First  National  Bank of
Chicago;

               (5) Evidence of All Corporate Action by Borrower. The Agent shall
have received a certificate of the Secretary or Assistant  Secretary of Borrower





                                        4

<PAGE>



(dated as of the date of this  Amendment  Agreement)  attesting to all corporate
action  taken by  Borrower  including  resolutions  of its  Board of  Directors,
authorizing the execution, delivery, and performance of this Amendment Agreement
and each other document to be delivered  pursuant to or in connection  with this
Amendment Agreement;

               (6) Amendment  Fee. The Borrower  shall have paid to the Agent an
amendment  fee in an amount equal to Fifty  Thousand  Dollars  ($50,000) for the
account of the Banks, and the Agent will deliver to each Bank its Pro Rata Share
of such fee;

               (7) Officer's Certificate. The following statements shall be true
and the Agent  shall have  received a  certificate  signed by a duly  authorized
officer of the Borrower dated the date hereof stating that,  after giving effect
to this Amendment Agreement and the transactions contemplated hereby:

                           (a)      The representations and warranties contained
                                    in the Credit  Agreement  and in each of the
                                    other Loan  Documents  are correct on and as
                                    of the date  hereof as though made on and as
                                    of such date; and

                           (b)      No Default or Event of Default has occurred
                                    and is continuing; and

               (8) Legal Bill.  Dewey  Ballantine  has been paid in full for all
legal  fees,  costs and  expenses in  connection  with the  preparation  of this
Amendment Agreement and all past due legal fees, costs and expenses; and

               (9) Other  Documents.  The Agent shall have  received  such other
approvals, opinions or documents as the Agent may reasonably request.

               SECTION 4.  Reference  to and Effect on the Loan  Documents.  (a)
Upon the  effectiveness  of Section 1 hereof,  on and after the date hereof each
reference in the Credit Agreement to "this  Agreement",  "hereunder",  "hereof",
"herein" or words of like import, and each reference in the other Loan Documents
to the Credit  Agreement,  shall mean and be a reference to the Credit Agreement
as amended hereby.

               (b) The execution,  delivery and  effectiveness of this Amendment
Agreement  shall not  operate as a waiver of any  right,  power or remedy of the
Banks or the Agent under any of the Loan  Documents,  nor constitute a waiver of
any provision of any of the Loan Documents, and, except as specifically provided
herein,  the Credit  Agreement and each other Loan Document shall remain in full
force and effect and are hereby ratified and confirmed.




                                        5

<PAGE>




               SECTION 5. Costs,  Expenses  and Taxes.  The  Borrower  agrees to
reimburse the Agent, Chase, and the Banks on demand for all out-of-pocket costs,
expenses and charges  (including,  without  limitation,  all reasonable fees and
charges of legal  counsel  for the Agent,  Chase and each Bank)  incurred by the
Agent,  Chase or the Banks in  connection  with the  preparation,  reproduction,
execution and delivery of this Amendment Agreement and any other instruments and
documents to be delivered hereunder. In addition, the Borrower shall pay any and
all stamp and other  taxes and fees  payable  or  determined  to be  payable  in
connection  with  the  execution  and  delivery,  filing  or  recording  of this
Amendment  Agreement  and the other  instruments  and  documents to be delivered
hereunder,  and agrees to save the Banks and the Agent harmless from and against
any and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes or fees.

               SECTION 6.  Governing  Law.  This  Amendment  Agreement  shall be
governed by and construed in accordance with the laws of the State of New York.

               SECTION 7. Headings. Section headings in this Amendment Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Amendment Agreement for any other purpose.

               SECTION 8. Counterparts. This Amendment Agreement may be executed
in any number of counterparts,  all of which taken together shall constitute one
and the same  instrument,  and any  party  hereto  may  execute  this  Amendment
Agreement by signing any such counterpart.

                           [INTENTIONALLY LEFT BLANK.]






                                        6

<PAGE>



               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed as of the day and year first above written.

                                            BOUNDLESS TECHNOLOGIES, INC.
                                            (formerly known as SunRiver
                                            Data Systems, Inc.)


                                            By  /s/
                                              --------------------------
                                              Name:   Joseph Gardner
                                              Title:  VP Finance and
                                                      Administration


                                            SUNRIVER ACQUISITION CORPORATION


                                            By  /s/
                                              --------------------------
                                              Name:   Joseph Gardner
                                              Title:  VP Finance


                                            BOUNDLESS CORPORATION (formerly
                                            known as SunRiver Corporation)


                                            By   /s/
                                              ------------------------
                                              Name:   Joseph Gardner
                                              Title:  VP Finance and CFO


                                            THE  CHASE  MANHATTAN  BANK
                                            (successor by merger to The
                                             Chase Manhattan Bank,
                                             N.A.), as Bank


                                            By /s/
                                              ----------------------
                                              Name:   William A. DeMilt, Jr.
                                              Title:  Assistant VP






                                        7

<PAGE>




                                              SILICON VALLEY BANK,
                                              as Bank


                                              By /s/
                                                 --------------------------
                                                 Name:   J. Doug Mangum
                                                 Title:  Senior Vice President


                                              THE  CHASE  MANHATTAN  BANK
                                              (successor by merger to The
                                               Chase Manhattan Bank,
                                                N.A.), as Agent


                                              By
                                                 ---------------------------
                                                 Name:
                                                 Title:




AGREED AND CONSENTED TO:

MORGAN KENT GROUP, INC.
(formerly known as
Sunriver Group, Inc.)



By____________________________
  Name:
  Title:




                                        8

<PAGE>





               SEVENTH AMENDMENT TO CREDIT AGREEMENT AND GUARANTY

               SEVENTH  AMENDMENT TO CREDIT  AGREEMENT AND GUARANTY  dated as of
February 24, 1998  ("Seventh  Amendment")  among  Boundless  Technologies,  Inc.
(formerly  known  as  SunRiver  Data  Systems,   Inc.;   "Borrower"),   SunRiver
Acquisition  Corporation  ("SRAC"),  Boundless  Corporation  (formerly  known as
SunRiver  Corporation;  "BC"),  The Chase Manhattan Bank (successor by merger to
The Chase Manhattan Bank, N.A.; "Chase"),  Silicon Valley Bank ("SVB"), National
Bank of Canada ("NBC") each other lender Which may hereafter execute and deliver
an instrument of assignment with respect to the Credit  Facilities as defined in
and  under  the  Credit   Agreement   referred  to  below  (each  a  "Bank"  and
collectively, the "Banks"), and The Chase Manhattan Bank (successor by merger to
The Chase  Manhattan  Bank,  N.A.),  as agent  for the Banks (in such  capacity,
together with its successors in such capacity, the "Agent").

               PRELIMINARY STATEMENT.  Reference is made to the Credit Agreement
and Guaranty  dated as of October 23, 1995 among the Borrower,  SRAC, BC, Morgan
Kent Group, Inc.  (formerly known as SunRiver Group,  Inc.;  "MKG"),  Chase, The
First  National  Bank of  Chicago,  SVB and the  Agent,  as amended by the First
Amendment to Credit  Agreement  and Guaranty,  Hypothecation  Agreement and Loan
Documents  dated as of  February  2,  1996,  as  further  amended  by the Second
Amendment to Credit  Agreement and Guaranty dated as of May 22, 1996, as further
waived by a Waiver dated June,  1996, as further amended and waived by the Third
Amendment and Waiver to Credit  Agreement and Guaranty dated as of July 9, 1996,
as further amended by a Fourth  Amendment to Credit Agreement and Guaranty dated
as of August 21, 1996,  as further  amended by a Fifth  Amendment  and Waiver to
Credit Agreement and Guaranty dated as of March 31, 1997, and as further amended
by a Sixth  Amendment  and Waiver to Credit  Agreement  and  Guaranty and Second
Amendment  to  Hypothecation  Agreement  dated as of  December  22,  1997 (as so
amended,  the "Credit  Agreement").  Any term used in this Seventh Amendment and
not otherwise  defined in this Seventh Amendment shall have the meaning assigned
to such term in the Credit Agreement.

               The parties  hereto have agreed to amend  certain  provisions  of
each of the Credit Agreement and the Hypothecation  Agreement as hereinafter set
forth.

               SECTION 1. Amendments to Credit  Agreement.  The Credit Agreement
is,  effective  as of the date  hereof and  subject to the  satisfaction  of the
conditions precedent set forth in Section 2 hereof, hereby amended as follows:





<PAGE>




                  (1)  Section  10.09,  Dividends,  is amended  by adding  after
"Year" in the last line thereof the following:

                  "and (2) the  Borrower  can declare and pay cash  dividends in
                  connection  with the  repurchase  of  fractional  shares  with
                  respect to the Borrower's March 1998 one-for-ten reverse stock
                  split of its common shares, provided that the aggregate amount
                  of all such  dividends  declared and paid in  connection  with
                  such stock split shall not exceed Two Hundred  Fifty  Thousand
                  Dollars ($250,000).

                  (2) Section 10.10,  Changes,  Amendments or Modifications,  is
amended by inserting after "Agreements" in the last line thereof the following:

                  ";  provided  that the Borrower can amend its  certificate  of
                  incorporation  to permit the Borrower's March 1998 one-for-ten
                  reverse stock split of its common shares."

               SECTION 2. Conditions of  Effectiveness.  This Seventh  Amendment
shall become effective as of the date of this Seventh  Amendment when and if the
Agent  shall  have  received  on or  before  such  date  each  of the  following
documents, in form and substance satisfactory to the Agent, each Bank, and their
respective counsel, and each of the following conditions has been fulfilled:

               (1) Seventh  Amendment.  This Seventh  Amendment duly executed by
each party hereto;

                  (2) Officer's  Certificate.  The following statements shall be
true and the Agent shall have received a certificate signed by a duly authorized
officer of the Borrower dated the date hereof stating that,  after giving effect
to this Seventh Amendment and the transactions contemplated hereby:

                  (a)      The representations  and warranties  contained in the
                           Credit  Agreement  and  in  each  of the  other  Loan
                           Documents are correct on and as of the date hereof as
                           though made on and as of such date; and

                  (b)      No Default or Event of Default has occurred and is
                           continuing; and

                  (3) Other Documents.  The Agent shall have received such other
approvals, opinions or documents as the Agent may reasonably request.






                                        2

<PAGE>



               SECTION 3.  Reference  to and Effect on the Loan  Documents.  (a)
Upon the  effectiveness  of Section 1 hereof,  on and after the date hereof each
reference in the Credit Agreement to "this  Agreement",  "hereunder",  "hereof",
"herein" or words of like import, and each reference in the other Loan Documents
to the Credit  Agreement,  shall mean and be a reference to the Credit Agreement
as amended hereby.

                  (b) The execution,  delivery and effectiveness of this Seventh
Amendment  shall not  operate as a waiver of any  right,  power or remedy of the
Banks or the Agent under any of the Loan  Documents,  nor constitute a waiver of
any provision of any of the Loan Documents, and, except as specifically provided
herein,  the Credit  Agreement and each other Loan Document shall remain in full
force and effect and are hereby ratified and confirmed.

                  SECTION 4. Costs,  Expenses and Taxes.  The Borrower agrees to
reimburse the Agent, Chase, and the Banks on demand for all out-of-pocket costs,
expenses and charges  (including,  without  limitation,  all reasonable fees and
charges of legal  counsel  for the Agent,  Chase and each Bank)  incurred by the
Agent,  Chase or the Banks in  connection  with the  preparation,  reproduction,
execLution and delivery of this Seventh  Amendment and any other instruments and
documents to be delivered hereunder. In addition, the Borrower shall pay any and
all stamp and other  taxes and fees  payable  or  determined  to be  payable  in
connection with the execution and delivery,  filing or recording of this Seventh
Amendment and the other instruments and documents to be delivered hereunder, and
agrees to save the Banks and the Agent  harmless  from and  against  any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes or fees.

               SECTION  5.  Governing  Law.  This  Seventh  Amendment  shall  be
governed by and construed in accordance with the laws of the State of New York.

               SECTION 6. Headings.  Section headings in this Seventh  Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Seventh Amendment for any other purpose.

               SECTION 7.  Counterparts.  This Seventh Amendment may be executed
in any number of counterparts,  all of which taken together shall constitute one
and the same instrument, and any party hereto may execute this Seventh Amendment
by signing any such counterpart.

                           [INTENTIONALLY LEFT BLANK.]







                                        3

<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Seventh  Amendment  to be  duly  executed  as of the day and  year  first  above
written.


                                           BOUNDLESS TECHNOLOGIES, INC.
                                           (formerly known as SunRiver
                                            Data Systems, Inc.)


                                           By /s/
                                             -------------------------------
                                             Name:   Joseph Gardner
                                             Title:  VP Finance and
                                                     Administration


                                            SUNRIVER ACQUISITION CORPORATION


                                            By
                                              ------------------------------
                                              Name:  Joseph Gardner
                                              Title: CFO


                                             BOUNDLESS CORPORATION (formerly
                                             known as SunRiver Corporation)


                                             By /s/
                                               ----------------------------
                                               Name:  Joseph Gardner
                                               Title: CFO


                                             THE  CHASE  MANHATTAN  BANK
                                             (successor by merger to The
                                              Chase Manhattan Bank,
                                              N.A.), as Bank


                                              By
                                                 -------------------------
                                                 Name:
                                                 Title:






                                        4

<PAGE>


                                                SILICON VALLEY BANK, as Bank


                                               By
                                                  --------------------------
                                                  Name:
                                                  Title:


                                               NATIONAL BANK OF CANADA, as Bank


                                               By
                                                  -------------------------
                                                  Name:
                                                  Title:


                                              By
                                                 --------------------------
                                                 Name:
                                                 Title:


                                               THE  CHASE  MANHATTAN  BANK
                                               (successor by merger to The
                                                Chase Manhattan Bank,
                                                N.A.), as Agent


                                               By
                                                 --------------------------
                                               Name:
                                               Title:




                                        5