EXHIBIT 10.1

                              AMENDED AND RESTATED

                           LOAN AND SECURITY AGREEMENT

     THIS  AMENDED  AND  RESTATED LOAN AND SECURITY AGREEMENT (this "AGREEMENT")
dated  as  of  the  Effective  Date  between  SILICON  VALLEY BANK, a California
corporation  ("BANK"),  and  CONCURRENT  COMPUTER  CORPORATION,  a  Delaware
corporation  ("BORROWER"),  provides  the  terms  on  which  Bank  shall lend to
Borrower  and  Borrower  shall  repay  Bank.  The  parties  agree  as  follows:

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS,  Borrower  and  the  Bank  are  a  party  to that certain Loan and
Security Agreement dated as of December 23, 2004, as amended (as so amended, the
"EXISTING  LOAN  AGREEMENT") pursuant to which Bank made available to Borrower a
$10,000,000  revolving  line  of  credit and made a term loan to Borrower in the
original  principal  amount of Three Million Dollars ($3,000,000) (the "EXISTING
TERM  LOAN");  and

     WHEREAS,  Borrower  and  Bank desire to amend and restate the Existing Loan
Agreement  to  restructure  the credit facilities outstanding under the Existing
Loan  Agreement;

     NOW  THEREFORE,  in  consideration  of the forgoing, and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  Borrower  and  Bank  hereby  agree  as  follows:

     1.     ACCOUNTING AND OTHER TERMS

     Accounting terms not defined in this Agreement shall be construed following
GAAP.  Calculations and determinations must be made following GAAP.  Capitalized
terms  not otherwise defined in this Agreement shall have the meanings set forth
in  Section  13.  All  other terms contained in this Agreement, unless otherwise
indicated,  shall have the meaning provided by the Code to the extent such terms
are  defined  therein.

     2.     LOAN  AND  TERMS  OF  PAYMENT

     2.1     PROMISE  TO  PAY.

          Borrower  hereby  unconditionally promises to pay Bank the outstanding
principal  amount  of  all  Credit  Extensions  and  accrued and unpaid interest
thereon  as  and  when  due  in  accordance  with  this  Agreement.

     2.2     REVOLVING  ADVANCES.

          (a)     Formula  Loans  Availability.  Subject  to  the  terms  and
                  ----------------------------
conditions  of  this  Agreement  and  to  deduction  of Reserves, Bank will make
Formula  Advances to Borrower up to an amount ("NET BORROWING AVAILABILITY") not
to  exceed  the  lesser  of:  (1)  the  Availability  Amount; or (2) the amounts
available  under  the  Borrowing  Base.

          (b)     Non-Formula  Loan  Availability.  Subject  to  the  terms  and
                  -------------------------------
conditions  of  this Agreement and provided that (x) a Streamline Period is then
in  effect  and  (y)  the  Net  Borrowing  Availability  is zero, Bank will make
Non-Formula  Advances  to  Borrower in an amount not to exceed the lesser of (1)
the Availability Amount and (2) Two Million Dollars ($2,000,000) at any one time
outstanding.

          (c)     Termination;  Repayment.  The Revolving Line terminates on the
                  -----------------------
Revolving  Line Maturity Date, when the principal amount of all Formula Advances
and  all  Non-Formula  Advances,  the  unpaid  interest  thereon,  and all other
Obligations relating to the Revolving Line shall be immediately due and payable.


<PAGE>
     2.3     LETTERS  OF  CREDIT  SUBLIMIT.

          (a)     As part of the Revolving Line, Bank shall issue or have issued
Letters  of  Credit  for  Borrower's  account.  The  face  amount of outstanding
Letters  of  Credit  (including drawn but unreimbursed Letters of Credit and any
Letter of Credit Reserve) may not exceed Two Million Dollars ($2,000,000).  Such
aggregate  amounts  utilized  hereunder  shall  at  all  times reduce the amount
otherwise available for Advances under the Revolving Line.  If, on the Revolving
Line  Maturity  Date,  there are any outstanding Letters of Credit, then on such
date  Borrower  shall provide to Bank cash collateral in an amount equal to 102%
of  the  face  amount of all such Letters of Credit plus all interest, fees, and
costs  due or to become due in connection therewith (as estimated by Bank in its
good faith business judgment), to secure all of the Obligations relating to said
Letters  of  Credit.  All  Letters  of  Credit  shall  be  in form and substance
acceptable  to Bank in its sole discretion and shall be subject to the terms and
conditions  of  Bank's  standard Application and Letter of Credit Agreement (the
"LETTER  OF  CREDIT  APPLICATION").  Borrower  agrees  to  execute  any  further
documentation  in  connection  with the Letters of Credit as Bank may reasonably
request.  Borrower  further  agrees  to  be  bound  by  the  regulations  and
interpretations  of  the  issuer of any Letters of Credit guarantied by Bank and
opened  for  Borrower's  account  or  by Bank's interpretations of any Letter of
Credit  issued  by  Bank  for  Borrower's  account, and Borrower understands and
agrees  that  Bank  shall  not  be liable for any error, negligence, or mistake,
whether of omission or commission, in following Borrower's instructions or those
contained  in  the  Letters  of  Credit  or  any  modifications,  amendments, or
supplements thereto other than in connection with the Bank's gross negligence or
wilful  misconduct.

          (b)     The  obligation  of Borrower to immediately reimburse Bank for
drawings  made  under  Letters  of  Credit shall be absolute, unconditional, and
irrevocable,  and  shall  be  performed strictly in accordance with the terms of
this  Agreement,  such  Letters of Credit, and the Letter of Credit Application.

          (c)     Borrower  may  request  that  Bank  issue  a  Letter of Credit
payable  in  a Foreign Currency.  If a demand for payment is made under any such
Letter  of Credit, Bank shall treat such demand as an Advance to Borrower of the
equivalent  of the amount thereof (plus fees and charges in connection therewith
such as wire, cable, SWIFT or similar charges) in Dollars at the then-prevailing
rate of exchange in San Francisco, California, for sales of the Foreign Currency
for  transfer  to  the  country  issuing  such  Foreign  Currency.

          (d)     To guard against fluctuations in currency exchange rates, upon
the  issuance  of any Letter of Credit payable in a Foreign Currency, Bank shall
create a reserve (the "LETTER OF CREDIT RESERVE") under the Revolving Line in an
amount  equal  to ten percent (10%) of the face amount of such Letter of Credit.
The  amount of the Letter of Credit Reserve may be adjusted by Bank from time to
time  to  account  for  fluctuations  in the exchange rate.  The availability of
funds  under the Revolving Line shall be reduced by the amount of such Letter of
Credit  Reserve  for  as  long  as  such  Letter  of Credit remains outstanding.

     2.4     FOREIGN EXCHANGE SUBLIMIT.  As part of the Revolving Line, Borrower
may enter into foreign exchange contracts with Bank under which Borrower commits
to  purchase from or sell to Bank a specific amount of Foreign Currency (each, a
"FX  FORWARD CONTRACT") on a specified date (the "SETTLEMENT DATE").  FX Forward
Contracts shall have a Settlement Date of at least one (1) FX Business Day after
the contract date and shall be subject to a reserve of ten percent (10%) of each
outstanding  FX  Forward  Contract  in  a  maximum  aggregate  amount  equal


                                     -2-
<PAGE>
to One Million Dollars ($1,000,000) (the "FX RESERVE").  The aggregate amount of
FX Forward Contracts at any one time may not exceed ten (10) times the amount of
the  FX  Reserve.

     2.5     CASH  MANAGEMENT  SERVICES  SUBLIMIT.  Borrower  may  use up to One
Million  Dollars  ($1,000,000)  (the "CASH MANAGEMENT SERVICES SUBLIMIT") of the
Revolving  Line  for  Bank's cash management services which may include merchant
services,  direct  deposit  of  payroll, business credit card, and check cashing
services  identified  in  Bank's  various  cash  management  services agreements
(collectively, the "CASH MANAGEMENT SERVICES").  Any amounts Bank pays on behalf
of Borrower or any amounts that are not paid by Borrower for any Cash Management
Services  will  be  treated as Advances under the Revolving Line and will accrue
interest  at  the  interest  rate  applicable  to  Advances.

     2.6     OVERADVANCES.  If  at  any  time or for any reason the total of all
outstanding  Formula  Advances  exceeds  the  Net  Borrowing  Availability  (an
"Overadvance"), Borrower shall immediately pay the amount of the excess to Bank,
without  notice  or  demand.  If  at  any  time  that  Non-Formula  Advances are
outstanding  at  the  end of a Streamline Period, Borrower shall immediately pay
the  amount  of  such  Non-Formula  Advances  to Bank, without notice or demand.
Without  limiting  Borrower's  obligation  to  repay  to  Bank the amount of any
Non-Formula  Advance  upon  the  end  of  the  Streamline  Period  or to pay any
Overadvance,  Borrower  agrees to pay Bank interest on the outstanding amount of
any such Non-Formula Advance or any Overadvance, on demand, at the Default Rate.

     2.7     PAYMENT  OF  INTEREST  ON  THE  CREDIT  EXTENSIONS.

          (a)     Interest  Rate;  Formula  Advances. Subject to Section 2.7(c),
                  --------------   -----------------
the  principal  amount  of  the  Formula  Advances amounts outstanding under the
Revolving  Line  shall  accrue  interest  at a per annum rate equal to: (i) 1.50
percentage points above the Prime Rate, if a Streamline Period is not in effect;
and  (ii)  0.50  percentage  points  above  the Prime Rate during any Streamline
Period.

          (b)     Interest  Rate;  Non-Formula  Advances.  Subject  to  Section
                  ------------------------------------
2.7(c),  the  principal  amount  of the Non-Formula Advances amounts outstanding
under the Revolving Line shall accrue interest at a per annum rate equal to 2.50
percentage  points  above  the  Prime  Rate.

          (c)     Default  Rate.  Immediately upon the occurrence and during the
                  -------------
continuance  of  an  Event of Default, Obligations shall bear interest at a rate
per  annum which is three percentage points above the rate effective immediately
before  the Event of Default (the "DEFAULT RATE").  Payment or acceptance of the
increased  interest  rate  provided  in  this  Section 2.7(c) is not a permitted
alternative  to timely payment and shall not constitute a waiver of any Event of
Default  or  otherwise  prejudice  or  limit  any  rights  or  remedies of Bank.

          (d)     Adjustment  to Interest Rate.  Changes to the interest rate of
                  ----------------------------
any  Credit  Extension  based on changes to the Prime Rate shall be effective on
the effective date of any change to the Prime Rate and to the extent of any such
change.

          (e)     360-Day  Year.  Interest  shall  be computed on the basis of a
                  -------------
360-day  year  for  the  actual  number  of  days  elapsed.

          (f)     Debit  of  Accounts.  Bank may debit any of Borrower's deposit
                  -------------------
accounts,  including  the Designated Deposit Account, for principal and interest
payments  or  any other amounts Borrower owes Bank when due.  These debits shall
not  constitute  a  set-off.


                                     -3-
<PAGE>
          (g)     Minimum  Monthly  Interest.  In the event the aggregate amount
                  --------------------------
of  interest  earned by Bank in any month with respect to Advances (exclusive of
any collateral monitoring fees, or any other fees and charges hereunder) is less
than  $10,000  (the  "MINIMUM  MONTHLY  INTEREST"); provided, however, that upon
                                                    --------  -------
closing  of  a Subsequent Equity Offering, the Minimum Monthly Interest shall be
automatically  reduced  to $5,000, Borrower shall pay Bank an amount, payable on
the  last  day  of  such  month,  in  an amount equal to the (i) Minimum Monthly
Interest  minus  (ii)  the  aggregate  amount  of  all  interest  earned by Bank
(exclusive  of  any  collateral  monitoring  fees  or any other fees and charges
hereunder)  in  such  month.

          (h)     Payment;  Interest  Computation;  Float  Charge.  Interest  is
                  -----------------------------------------------
payable  monthly  on the last calendar day of each month.  In computing interest
on  the  Obligations, all Payments received after 12:00 p.m. Pacific time on any
day  shall be deemed received on the next Business Day.  In addition, so long as
any principal or interest with respect to any Advances remains outstanding, Bank
shall  be entitled to charge Borrower a "float" charge in an amount equal to two
(2)  Business Days interest, at the interest rate applicable to the Advances, on
all  Payments  received  by Bank.  Said float charge is not included in interest
for  purposes  of  computing  Minimum  Monthly  Interest  (if  any)  under  this
Agreement.  The  float charge for each month shall be payable on the last day of
the  month.  Bank  shall  not, however, be required to credit Borrower's account
for  the  amount  of  any item of payment which is unsatisfactory to Bank in its
good  faith business judgment, and Bank may charge Borrower's Designated Deposit
Account  for the amount of any item of payment which is returned to Bank unpaid.

     2.8     FEES.  Borrower  shall  pay  to  Bank:

          (a)     Facility  Fee.  A fully earned, non-refundable facility fee of
                  -------------
$50,000,  on  the  Effective  Date;

          (b)     Renewal  Fee.  A  fully  earned, non-refundable renewal fee of
                  ------------
$50,000,  payable  on  the  first  anniversary  of  the  Effective  Date, if the
Revolving  Line  Maturity  Date  is  extended  to  the second anniversary of the
Effective Date as set forth in the definition of "Revolving Line Maturity Date."

          (c)     Letter  of Credit Fee.  Bank's customary fees and expenses for
                  ---------------------
the  issuance  or renewal of Letters of Credit, including, without limitation, a
Letter  of Credit Fee of two percent (2.0%) per annum of the face amount of each
Letter  of  Credit issued, upon the issuance or renewal of such Letter of Credit
by  Bank;

          (d)     Termination  Fee.  In  the event Borrower prepays the Advances
                  ----------------
and  terminates  the  Revolving  Line  of Credit, a termination fee equal to the
Minimum  Monthly Interest that would have been payable for each month (pro rated
for  any  partial  month) between the date of such termination and the Revolving
Line  Maturity Date in effect prior to such termination; provided, however, that
                                                         --------  -------
no  such  termination  fee  shall be payable if the credit facility hereunder is
replaced  with  a  new  facility  from  Silicon  Valley  Bank.

          (e)     Collateral  Monitoring  Fee.  A  monthly collateral monitoring
                  ---------------------------
fee  of  $1,000,  payable in arrears on the last day of each month (prorated for
any  partial  month)  at  the  beginning and upon termination of this Agreement;
provided,  however,  that  Bank  waives  the  payment  of  such  fee  during any
--------   -------
Streamline  Period;  and

          (f)     Bank  Expenses.  All  Bank  Expenses  (including  reasonable
                  --------------
attorneys'  fees  and  reasonable expenses, plus expenses, for documentation and
negotiation  of  this  Agreement) incurred through and after the Effective Date,
when  due.


                                     -4-
<PAGE>
     3.     CONDITIONS OF LOANS

     3.1     Conditions  Precedent  to Effectiveness.  The effectiveness of this
Agreement  is  subject to the condition precedent that Bank shall have received,
in  form  and  substance satisfactory to Bank, such documents, and completion of
such  other  matters,  as  Bank  may  reasonably  deem necessary or appropriate,
including,  without  limitation:

          (a)     Borrower  shall  have  delivered  duly  executed  original
signatures  to  the  Loan  Documents  to  which  it  is  a  party;

          (b)     Borrower and each Guarantor shall have delivered its Operating
Documents and a good standing certificate of Borrower certified by the Secretary
of  State  of  its  state of incorporation or formation, as of a date no earlier
than  thirty  (30)  days  prior  to  the  Effective  Date;

          (c)     Borrower  shall  have  delivered  duly  executed  original
signatures  to  the  completed  Borrowing  Resolutions  for  Borrower  and  each
Guarantor  shall  have  delivered  duly  executed  original  signatures  for its
completed  guaranteeing  resolutions;

          (d)     Bank  shall  have  received  certified  copies,  dated as of a
recent date, of financing statement searches, as Bank shall request, accompanied
by  written  evidence  (including any UCC termination statements) that the Liens
indicated  in any such financing statements either constitute Permitted Liens or
have  been  terminated  or  released;

          (e)     Borrower  shall  have  delivered  the  Perfection Certificates
executed  by  Borrower  and  each  Guarantor;

          (f)     Borrower shall have delivered a landlord's consent in favor of
Bank  executed  by  the  landlord  of  Borrower's  headquarters  office;

          (g)     Borrower  shall  have  delivered  the  duly  executed original
signatures  to  the  Guaranty, together with the completed Borrowing Resolutions
for  each  Guarantor;

          (h)     Borrower  shall  have  delivered evidence satisfactory to Bank
that the insurance policies required by Section 6.7 hereof are in full force and
effect,  together  with  appropriate  evidence  showing  loss  payable  and/or
additional  insured  clauses  or  endorsements  in  favor  of  Bank;  and

          (i)     Borrower  shall  have paid the fees and Bank Expenses then due
as  specified  in  Section  2.8(f)  hereof.

     3.2     Conditions  Precedent to all Credit Extensions.  Bank's obligations
to  make  each  Credit  Extension,  including  the  initial Credit Extension, is
subject  to  the  following:

          (a)     except as otherwise provided in Section 3.4, timely receipt of
an  executed  Payment/Advance  Form;

          (b)     the  representations and warranties in Section 5 shall be true
in  all  material  respects  on  the date of the Payment/Advance Form and on the
Funding  Date of each Credit Extension; provided, however, that such materiality
qualifier  shall  not  be  applicable to any representations and warranties that
already  are  qualified  or  modified  by  materiality  in the text thereof; and
provided,  further that those representations and warranties expressly referring
to a specific date shall be true, accurate and complete in all material respects
as  of  such date, and no Default or Event of Default shall have occurred and be
continuing  or  result  from  the  Credit


                                     -5-
<PAGE>
Extension.  Each  Credit  Extension is Borrower's representation and warranty on
that  date  that  the representations and warranties in Section 5 remain true in
all  material respects; provided, however, that such materiality qualifier shall
not  be  applicable  to  any  representations  and  warranties  that already are
qualified  or modified by materiality in the text thereof; and provided, further
that those representations and warranties expressly referring to a specific date
shall  be  true, accurate and complete in all material respects as of such date;
and

          (c)     in  Bank's  sole  discretion,  there  has  not been a Material
Adverse  Change.

     3.3     COVENANT  TO DELIVER.  Borrower agrees to deliver to Bank each item
required  to  be  delivered  to  Bank under this Agreement as a condition to any
Credit  Extension.  Borrower  expressly  agrees  that  the extension of a Credit
Extension  prior  to the receipt by Bank of any such item shall not constitute a
waiver  by  Bank  of  Borrower's  obligation  to deliver such item, and any such
extension  in the absence of a required item shall be in Bank's sole discretion.

     3.4     PROCEDURES FOR BORROWING.  Subject to the prior satisfaction of all
other  applicable  conditions  to  the  making  of  an Advance set forth in this
Agreement,  to obtain an Advance, Borrower shall notify Bank (which notice shall
be  irrevocable)  by  electronic  mail,  facsimile,  or  telephone by 12:00 p.m.
Pacific  time  on  the  Funding  Date  of  the  Advance.  Together  with  such
notification,  Borrower  must  promptly  deliver  to  Bank by electronic mail or
facsimile  a  completed  Transaction Report executed by a Responsible Officer or
his  or  her  designee.  Bank  shall  credit  Advances to the Designated Deposit
Account.  Bank may make Advances under this Agreement based on instructions from
a  Responsible  Officer  or  his  or her designee or without instructions if the
Advances are necessary to meet Obligations which have become due.  Bank may rely
on  any  telephone  notice given by a person whom Bank believes is a Responsible
Officer  or  designee.

     4.     CREATION OF SECURITY INTEREST

     4.1     GRANT OF SECURITY INTEREST.  Borrower hereby grants Bank, to secure
the  payment  and  performance  in  full of all of the Obligations, a continuing
security  interest  in,  and  pledges to Bank, the Collateral, wherever located,
whether  now  owned  or  hereafter  acquired  or  arising,  and all proceeds and
products  thereof.  Borrower  represents,  warrants,  and  covenants  that  the
security  interest  granted  herein  is  and shall at all times continue to be a
first  priority  perfected  security interest in the Collateral (subject only to
Permitted  Liens  that  may  have  superior  priority  to Bank's Lien under this
Agreement).  If  Borrower  shall acquire a commercial tort claim, Borrower shall
promptly  notify  Bank  in  a  writing signed by Borrower of the general details
thereof and grant to Bank in such writing a security interest therein and in the
proceeds  thereof, all upon the terms of this Agreement, with such writing to be
in  form  and  substance  reasonably  satisfactory  to  Bank.

     This  Agreement may be terminated prior to the Revolving Line Maturity Date
by  Borrower,  effective  three  (3)  Business  Days  after  written  notice  of
termination  is  given to Bank or if Bank's obligation to fund Credit Extensions
terminates  pursuant  to  the terms of Section 2.2(c).  Notwithstanding any such
termination,  Bank's lien and security interest in the Collateral shall continue
until  Borrower  fully  satisfies  its  Obligations.  If  such termination is at
Borrower's  election or at Bank's election due to the occurrence and continuance
of  an  Event of Default, Borrower shall pay to Bank, in addition to the payment
of  any  other  expenses  or  fees  then-owing, the termination fee set forth in
Section  2.8(d)  provided  that  no  termination  fee  shall  be  charged  if


                                     -6-
<PAGE>
the  credit  facility  hereunder  is  replaced  with a new facility from Silicon
Valley Bank.  Upon payment in full of the Obligations and at such time as Bank's
obligation  to  make  Credit  Extensions  has terminated, Bank shall release its
liens  and  security  interests  in  the Collateral and all rights therein shall
revert  to  Borrower.

     4.2     AUTHORIZATION  TO  FILE  FINANCING  STATEMENTS.  Borrower  hereby
authorizes  Bank  to file financing statements, without notice to Borrower, with
all  appropriate  jurisdictions  to perfect or protect Bank's interest or rights
hereunder,  including a notice that any disposition of the Collateral, by either
Borrower  or  any  other  Person,  shall be deemed to violate the rights of Bank
under  the  Code.


     5.     REPRESENTATIONS AND WARRANTIES

     Borrower  represents  and  warrants  as  follows:

     5.1     DUE  ORGANIZATION  AND  AUTHORIZATION.  Borrower  and  each  of its
Subsidiaries  are duly existing and in good standing as Registered Organizations
only  in  the  States  in  their  respective  jurisdictions of formation and are
qualified  and  licensed  to  do  business  and  are  in  good  standing  in any
jurisdiction  in  which  the  conduct  of  their  business or their ownership of
property requires that they be qualified except where the failure to do so could
not  reasonably  be  expected to cause a Material Adverse Change.  In connection
with  this  Agreement,  Borrower  has  delivered  to Bank completed certificates
substantially  in  the  form attached hereto as Exhibit C signed by Borrower and
each  Guarantor,  respectively,  entitled  "Perfection  Certificate".  Borrower
represents  and  warrants  to  Bank that (a) Borrower's exact legal name is that
indicated  on  the  Perfection Certificate and on the signature page hereof; (b)
Borrower is an organization of the type and is organized in the jurisdiction set
forth  in  the Perfection Certificate; (c) the Perfection Certificate accurately
sets  forth Borrower's organizational identification number or accurately states
that  Borrower  has  none;  (d) the Perfection Certificate accurately sets forth
Borrower's  place  of business, or, if more than one, its chief executive office
as  well  as  Borrower's  mailing address (if different than its chief executive
office);  (e)  Borrower (and each of its predecessors) has not, in the past five
(5)  years,  changed  its jurisdiction of formation, organizational structure or
type,  or  any  organizational  number assigned by its jurisdiction; and (f) all
other information set forth on the Perfection Certificate pertaining to Borrower
and  each of its Subsidiaries is accurate and complete in all material respects.
If Borrower is not now a Registered Organization but later becomes one, Borrower
shall  promptly  notify Bank of such occurrence and provide Bank with Borrower's
organizational  identification  number.

          The  execution,  delivery  and  performance of the Loan Documents have
been  duly  authorized,  and  do  not  conflict  with  Borrower's organizational
documents,  nor  constitute  an event of default under any material agreement by
which  Borrower  is  bound.  Borrower  is  not in default under any agreement to
which  it  is  a  party  or  by  which  it  is  bound in which the default could
reasonably  be  expected  to  cause  a  Material  Adverse  Change.

     5.2     COLLATERAL.  Borrower  has  good  title  to the Collateral, free of
Liens  except  Permitted  Liens.  Borrower has no deposit account other than the
deposit  accounts  with  Bank  and  deposit accounts described in the Perfection
Certificate  delivered  to  Bank  in  connection  herewith.


                                     -7-
<PAGE>
          The  Collateral  is  not  in  the possession of any third party bailee
(such  as  a  warehouse).  Except  as  hereafter disclosed to Bank in writing by
Borrower,  none  of  the  components  of  the  Collateral shall be maintained at
locations  other  than  as provided in the Perfection Certificate.  In the event
that  Borrower, after the date hereof, intends to store or otherwise deliver any
portion  of  the  Collateral  to  a bailee, then Borrower will first receive the
written  consent  of  Bank  and such bailee must acknowledge in writing that the
bailee  is  holding  such  Collateral  for  the  benefit  of  Bank.

          All  Inventory  is  in  all  material  respects of good and marketable
quality,  free  from  material  defects.

          Borrower  is  the  sole owner of its Intellectual Property, except for
non-exclusive  licenses  granted  to  its  customers  in  the ordinary course of
business.  Each  Patent is valid and enforceable and no part of the Intellectual
Property  has  been judged invalid or unenforceable, in whole or in part, and to
the  best  of  Borrower's knowledge, no claim has been made that any part of the
Intellectual  Property  violates  the  rights  of  any  third  party.

          Except as noted on the Perfection Certificate, Borrower is not a party
to,  nor  is  bound  by, any material license or other agreement with respect to
which  Borrower  is  the licensee that prohibits or otherwise restricts Borrower
from  granting  a  security  interest  in Borrower's interest in such license or
agreement  or any other property.  Borrower shall provide written notice to Bank
within  ten  (10)  days  of  entering  or  becoming bound by any such license or
agreement  which  is  reasonably  likely to have a material impact on Borrower's
business  or  financial  condition (other than over-the-counter software that is
commercially  available  to the public).  Borrower shall take such steps as Bank
requests  to  obtain  the  consent of, or waiver by, any person whose consent or
waiver  is  necessary  for  all  such  licenses  or contract rights to be deemed
"Collateral" and for Bank to have a security interest in it that might otherwise
be  restricted  or  prohibited  by  law  or  by the terms of any such license or
agreement (such consent or authorization may include a licensor's agreement to a
contingent  assignment  of  the  license  to  Bank  if  Bank  determines that is
necessary  in  its good faith judgment), whether now existing or entered into in
the  future.

     5.3     ACCOUNTS  RECEIVABLE.

          (a)     For each Account with respect to which Advances are requested,
on  the  date  each  Advance  is  requested  and  made, such Account shall be an
Eligible  Account.

          (b)     All  statements  made and all unpaid balances appearing in all
invoices,  instruments and other documents evidencing the Accounts are and shall
be  true and correct and all such invoices, instruments and other documents, and
all of Borrower's Books are genuine and in all respects what they purport to be.
All sales and other transactions underlying or giving rise to each Account shall
comply  in all material respects with all applicable laws and governmental rules
and regulations.  Borrower has no knowledge of any actual or imminent Insolvency
Proceeding  of  any Account Debtor whose accounts are an Eligible Account in any
Transaction  Report.  To  the  best  of Borrower's knowledge, all signatures and
endorsements  on  all  documents,  instruments,  and  agreements relating to all
Accounts  are  genuine,  and  all such documents, instruments and agreements are
legally  enforceable  in  accordance  with  their  terms.


                                     -8-
<PAGE>
     5.4     LITIGATION.  There are no actions or proceedings pending or, to the
knowledge  of  the  Responsible  Officers,  threatened  in writing by or against
Borrower or any of its Subsidiaries which could reasonably be expected to cause,
during  the  term  of  this  Agreement,  a  Material  Adverse  Change.

     5.5     NO  MATERIAL  DEVIATION  IN FINANCIAL STATEMENTS.  All consolidated
financial  statements for Borrower and any of its Subsidiaries delivered to Bank
fairly  present  in  all  material  respects  Borrower's  consolidated financial
condition and Borrower's consolidated results of operations.  There has not been
any  material deterioration in Borrower's consolidated financial condition since
the  date  of  the  most  recent  financial  statements  submitted  to  Bank.

     5.6     SOLVENCY.  The  fair  salable value of Borrower's assets (including
goodwill  minus  disposition  costs)  exceeds the fair value of its liabilities;
Borrower  is  not left with unreasonably small capital after the transactions in
this Agreement; and Borrower is able to pay its debts (including trade debts) as
they  mature.

     5.7     REGULATORY  COMPLIANCE.  Borrower is not an "investment company" or
a  company  "controlled" by an "investment company" under the Investment Company
Act.  Borrower  is  not  engaged as one of its important activities in extending
credit  for margin stock (under Regulations T and U of the Federal Reserve Board
of  Governors).  Borrower has complied in all material respects with the Federal
Fair  Labor  Standards  Act.  Borrower  has not violated any laws, ordinances or
rules,  the  violation of which could reasonably be expected to cause a Material
Adverse  Change.  None  of  Borrower's or any of its Subsidiaries' properties or
assets has been used by Borrower or any Subsidiary or, to the best of Borrower's
knowledge,  by  previous Persons, in disposing, producing, storing, treating, or
transporting  any  hazardous substance other than legally.  Borrower and each of
its  Subsidiaries  have  obtained all consents, approvals and authorizations of,
made  all declarations or filings with, and given all notices to, all government
authorities  that  are necessary to continue its business as currently conducted
except  where the failure to so obtain could not reasonable be expected to cause
a  Material  Adverse  Change.

     5.8     SUBSIDIARIES;  INVESTMENTS.  Borrower  does  not  own  any  stock,
partnership  interest  or  other  equity  securities  except  for  Permitted
Investments.

     5.9     TAX  RETURNS  AND  PAYMENTS;  PENSION  CONTRIBUTIONS.  Borrower has
timely  filed  all  required  federal  tax  returns and reports and all material
foreign,  state  and local tax returns and reports, and Borrower has timely paid
all  foreign,  federal,  state  and  local  taxes,  assessments,  deposits  and
contributions  owed  by  Borrower.  Borrower  may defer payment of any contested
taxes,  provided  that Borrower (a) in good faith contests its obligation to pay
the  taxes  by  appropriate  proceedings  promptly and diligently instituted and
conducted, (b) notifies Bank in writing of the commencement of, and any material
development  in,  the  proceedings, and (c) posts bonds or takes any other steps
required to prevent the governmental authority levying such contested taxes from
obtaining  a  Lien  upon  any  of the Collateral that is other than a "Permitted
Lien".  Borrower  is  unaware  of  any claims or adjustments proposed for any of
Borrower's  prior  tax years which could result in additional taxes becoming due
and  payable  by  Borrower.  Borrower has paid all amounts necessary to fund all
present  pension,  profit  sharing and deferred compensation plans in accordance
with  their terms, and Borrower has not withdrawn from participation in, and has
not  permitted  partial  or  complete  termination  of,  or  permitted  the


                                     -9-
<PAGE>
occurrence  of  any  other  event  with  respect  to,  any such plan which could
reasonably  be  expected  to  result in any liability of Borrower, including any
liability  to  the Pension Benefit Guaranty Corporation or its successors or any
other  governmental  agency.

     5.10     USE  OF  PROCEEDS.  Borrower  shall use the proceeds of the Credit
Extensions  solely  as  working  capital  and  to  fund  its  general  business
requirements  and  not for personal, family, household or agricultural purposes.

     5.11     FULL  DISCLOSURE.  No  written  representation,  warranty or other
statement  of Borrower in any certificate or written statement given to Bank, as
of  the  date  such  representations, warranties, or other statements were made,
taken  together  with all such written certificates and written statements given
to  Bank,  contains  any untrue statement of a material fact or omits to state a
material  fact necessary to make the statements contained in the certificates or
statements  not misleading (it being recognized by Bank that the projections and
forecasts  provided  by  Borrower  in  good  faith  and  based  upon  reasonable
assumptions are not viewed as facts and that actual results during the period or
periods  covered by such projections and forecasts may differ from the projected
or  forecasted  results).

     6.     AFFIRMATIVE COVENANTS

Borrower  shall  do  all  of  the  following:

     6.1     GOVERNMENT  COMPLIANCE.  Maintain  its  and  all  its Subsidiaries'
legal existence and good standing in their respective jurisdictions of formation
and  maintain  qualification  in  each  jurisdiction  in which the failure to so
qualify  would  reasonably  be  expected  to  cause  a  Material Adverse Change.
Borrower  shall  comply,  and  have  each  Subsidiary  comply,  with  all  laws,
ordinances  and  regulations  to  which  it is subject, noncompliance with which
could  cause  a  Material  Adverse  Change.

     6.2     FINANCIAL  STATEMENTS,  REPORTS,  CERTIFICATES.

     Provide  Bank  with  the  following:

          (a)     a  Transaction Report, delivered monthly during any Streamline
Period  and  otherwise delivered weekly and upon delivery of each request for an
Advance;

          (b)     within  thirty  (30)  days  after the end of each month (other
than  the  first month of Borrower's fiscal year, to the extent not prepared for
such  month),  (A) monthly accounts receivable agings, aged by invoice date, (B)
monthly  accounts  payable agings, aged by invoice date, and outstanding or held
check  registers, if any, and (C) monthly reconciliations of accounts receivable
agings  (aged  by  invoice  date),  transaction  reports,  and  general  ledger;

          (c)     as soon as available, and in any event within thirty (30) days
after  the  end  of  each month (other than the first month of Borrower's fiscal
year, to the extent not prepared for such month), monthly unaudited consolidated
and  consolidating  financial  statements;

          (d)     within  thirty (30) days after the end of each fiscal quarter,
a  schedule  of  Deferred  Revenue

          (e)     within  thirty  (30)  days  after the end of each month (other
than  the first month of Borrower's fiscal year, to the extent Borrower does not
prepare  financial  statements  for


                                      -10-
<PAGE>
such  month),  a monthly Compliance Certificate signed by a Responsible Officer,
certifying  that  as  of  the end of such month, Borrower was in full compliance
with  all  of  the  terms  and  conditions  of this Agreement, and setting forth
calculations  showing  compliance with the financial covenants set forth in this
Agreement  and  such  other  information  as  Bank  shall  reasonably  request,
including,  without  limitation, a statement that at the end of such month there
were  no  held  checks;

          (f)     within sixty (60) days after the first day of each fiscal year
of  Borrower, (A) annual operating budgets (including income statements, balance
sheets and cash flow statements, by month) for such fiscal year of Borrower, and
(B)  annual financial projections for such fiscal year (on a quarterly basis) as
approved  by  Borrower's  board of directors, together with any related business
forecasts  used  in  the  preparation  of  such  annual  financial  projections;

          (g)     as  soon  as  available,  and  in  any  event  within 120 days
following  the  end  of  Borrower's  fiscal  year,  annual  financial statements
certified  by,  and with an unqualified opinion of, independent certified public
accountants  acceptable  to  Bank;

          (h)     within  five  (5) days after filing, all reports on Form 10-K,
10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto
on  Borrower's  or  another  website  on  the  Internet;  and

          (i)     prompt  written  notice  of  (i)  any  material  change in the
composition  of  the  Intellectual  Property,  (ii)  the  registration  of  any
Copyright,  including  any  subsequent  ownership right of Borrower in or to any
Copyright,  Patent or Trademark not shown in the IP Security Agreement, or (iii)
Borrower's  knowledge of an event that materially adversely affects the value of
the  Intellectual  Property.

     6.3     ACCOUNTS  RECEIVABLE.

          (a)     Schedules and Documents Relating to Accounts.  Deliver to Bank
                  --------------------------------------------
transaction reports and schedules of collections, as provided in Section 6.2, on
Bank's standard forms; provided, however, that Borrower's failure to execute and
deliver  the  same shall not affect or limit Bank's Lien and other rights in all
of  Borrower's  Accounts,  nor shall Bank's failure to advance or lend against a
specific  Account  affect  or  limit  Bank's  Lien and other rights therein.  If
requested  by  Bank,  Borrower  shall  furnish  Bank  with copies (or, at Bank's
request,  originals)  of  all  contracts,  orders,  invoices,  and other similar
documents,  and  all  shipping instructions, delivery receipts, bills of lading,
and  other  evidence of delivery, for any goods the sale or disposition of which
gave rise to such Accounts.  In addition, Borrower shall deliver to Bank, on its
request,  the  originals of all instruments, chattel paper, security agreements,
guarantees and other documents and property evidencing or securing any Accounts,
in the same form as received, with all necessary indorsements, and copies of all
credit  memos.

          (b)     Disputes.  Promptly  notify  Bank  of  all  disputes or claims
                  --------
relating  to  Accounts  involving more than $100,000 or which would result in an
Overadvance.  Borrower  may  forgive  (completely  or partially), compromise, or
settle  any  Account  for  less  than payment in full, or agree to do any of the
foregoing  so  long  as  (i)  Borrower  does so in good faith, in a commercially
reasonable  manner,  in  the  ordinary  course  of  business,  in  arm's-length
transactions,  and  reports  the same to Bank in the regular reports provided to
Bank;  (ii)  no  Default or Event of Default has occurred and is continuing; and
(iii) after taking into account all such discounts, settlements and forgiveness,
the  total  outstanding  Formula  Advances  will  not exceed the Borrowing Base.


                                      -11-
<PAGE>
          (c)     Collection  of  Accounts.  Borrower  shall  have  the right to
                  ------------------------
collect  all  Accounts,  unless  and  until a Default or an Event of Default has
occurred and is continuing.  Whether or not an Event of Default has occurred and
is continuing, Borrower shall hold all payments on, and proceeds of, Accounts in
trust  for  Bank,  and  Borrower shall immediately deliver all such payments and
proceeds  to  Bank  in  their original form, duly endorsed, to be applied to the
Obligations  pursuant to the terms of Section 9.4 hereof.  Bank may, in its good
faith  business  judgment, require that all proceeds of Accounts be deposited by
Borrower  into  a  lockbox  account, or such other "blocked account" as Bank may
specify,  pursuant  to  a  blocked  account  agreement  in such form as Bank may
specify  in  its  good  faith  business  judgment.

          (d)     Returns.  Provided  no  Event  of  Default has occurred and is
                  -------
continuing,  if  any  Account Debtor returns any Inventory to Borrower, Borrower
shall  promptly  (i)  determine  the reason for such return, (ii) issue a credit
memorandum  to the Account Debtor in the appropriate amount, and (iii) provide a
copy  of  such  credit memorandum to Bank, upon request from Bank.  In the event
any  attempted  return occurs after the occurrence and during the continuance of
any  Event  of  Default, Borrower shall hold the returned Inventory in trust for
Bank,  and  immediately  notify  Bank  of  the  return  of  the  Inventory.

          (e)     Verification.  Bank  may,  from  time to time, verify directly
                  ------------
with  the  respective  Account  Debtors  the  validity, amount and other matters
relating  to  the Accounts, either in the name of Borrower or Bank or such other
name  as  Bank  may  choose.

          (f)     No Liability.  Bank shall not be responsible or liable for any
                  ------------
shortage or discrepancy in, damage to, or loss or destruction of, any goods, the
sale  or  other disposition of which gives rise to an Account, or for any error,
act,  omission,  or  delay  of  any kind occurring in the settlement, failure to
settle,  collection  or  failure  to  collect  any  Account, or for settling any
Account  in  good faith for less than the full amount thereof, nor shall Bank be
deemed to be responsible for any of Borrower's obligations under any contract or
agreement  giving  rise  to  an Account.  Nothing herein shall, however, relieve
Bank  from  liability  for  its  own  gross  negligence  or  willful misconduct.

     6.4     REMITTANCE  OF  PROCEEDS.  Deliver,  in  kind, all proceeds arising
from  the  disposition  of  any Collateral to Bank in the original form in which
received  by Borrower not later than the following Business Day after receipt by
Borrower,  to be applied to the Obligations pursuant to the terms of Section 9.4
hereof;  provided  that,  if  no Default or Event of Default has occurred and is
continuing, Borrower shall not be obligated to remit to Bank the proceeds of the
sale  of worn out or obsolete Equipment disposed of by Borrower in good faith in
an  arm's length transaction for an aggregate purchase price of $250,000 or less
(for  all  such  transactions in any fiscal year).  Borrower agrees that it will
not  commingle  proceeds  of  Collateral  with  any of Borrower's other funds or
property,  but  will hold such proceeds separate and apart from such other funds
and  property  and in an express trust for Bank.  Nothing in this Section limits
the  restrictions  on  disposition  of  Collateral  set  forth elsewhere in this
Agreement.

     6.5     TAXES;  PENSIONS.  Timely file all required tax returns and reports
and  timely  pay  all  foreign,  federal,  state  and  local taxes, assessments,
deposits  and  contributions owed by Borrower except for deferred payment of any
taxes contested pursuant to the terms of Section 5.9 hereof, and pay all amounts
necessary  to fund all present pension, profit sharing and deferred compensation
plans  in  accordance  with  their  terms.


                                      -12-
<PAGE>
     6.6     ACCESS  TO  COLLATERAL;  BOOKS  AND RECORDS. During normal business
hours,  on  five (5) Business Day's notice (provided no notice is required if an
Event  of  Default  has  occurred and is continuing), Bank, or its agents, shall
have  the  right  to  inspect  the  Collateral  and  the right to audit and copy
Borrower's  Books.  The  foregoing inspections and audits shall be at Borrower's
expense,  and  the  charge  therefor  shall  be $750 per person per day (or such
higher  amount  as  shall  represent Bank's then-current standard charge for the
same),  plus  reasonable out-of-pocket expenses.  In the event Borrower and Bank
schedule  an  audit  more than ten (10) days in advance, and Borrower cancels or
seeks  to  reschedules  the audit with less than ten (10) days written notice to
Bank,  then  (without limiting any of Bank's rights or remedies), Borrower shall
pay  Bank  a  fee  of $1,000 plus any out-of-pocket expenses incurred by Bank to
compensate  Bank  for  the anticipated costs and expenses of the cancellation or
rescheduling.

     6.7     INSURANCE.  Keep  its business and the Collateral insured for risks
and in amounts standard for companies in Borrower's industry and location and as
Bank  may  reasonably  request.  Insurance  policies  shall  be  in a form, with
companies,  and in amounts that are satisfactory to Bank.  All property policies
shall  have  a lender's loss payable endorsement showing Bank as the sole lender
loss  payee and waive subrogation against Bank, and all liability policies shall
show, or have endorsements showing, Bank as an additional insured.  All property
policies  (or the loss payable) shall provide that the insurer must give Bank at
least  thirty (30) days notice before canceling, amending, or declining to renew
its policy and all liability policies (or additional insured endorsements) shall
provide  that  the  insurer will endeavor to give Bank at least thirty (30) days
notice  before canceling, amending, or declining to renew its policy.  At Bank's
request, Borrower shall deliver certified copies of policies and evidence of all
premium payments.  Proceeds of more than $50,000 payable under any policy shall,
at  Bank's  option,  be  payable  to  Bank  on  account  of  the  Obligations.
Notwithstanding  the  foregoing, (a) so long as no Event of Default has occurred
and  is  continuing,  Borrower shall have the option of applying the proceeds of
any  casualty  policy up to $50,000, in the aggregate, toward the replacement or
repair  of  destroyed  or  damaged  property; provided that any such replaced or
repaired  property  (i)  shall  be  of  equal  or  like value as the replaced or
repaired  Collateral  and (ii) shall be deemed Collateral in which Bank has been
granted  a  first  priority  security interest, and (b) after the occurrence and
during  the  continuance of an Event of Default, all proceeds payable under such
casualty  policy  shall, at the option of Bank, be payable to Bank on account of
the  Obligations.  If  Borrower fails to obtain insurance as required under this
Section  6.7  or  to  pay any amount or furnish any required proof of payment to
third persons and Bank, Bank may make all or part of such payment or obtain such
insurance  policies  required in this Section 6.7, and take any action under the
policies  Bank  deems  reasonably  prudent.

     6.8     OPERATING  ACCOUNTS.  Maintain  its  and its Domestic Subsidiaries'
primary  depository and operating accounts and securities accounts with Bank and
Bank's affiliates which accounts shall include all accounts in the United States
and  shall  at  all  times  represent  not  less than 35% of the dollar value of
Borrower's  and  all  Subsidiaries'  accounts  at  all  financial  institutions.
Additionally,  Borrower  shall at all times maintain not less than $1,000,000 in
its  primary  demand  deposit  operating  account  with  the  Bank.

     6.9     FINANCIAL  COVENANTS.

          (a)     Adjusted  Quick  Ratio.  Borrower shall maintain at all times,
                  ----------------------
to  be  tested  as  of  the last day of each month, on a consolidated basis with
respect  to  Borrower  and  its


                                      -13-
<PAGE>
Subsidiaries,  a ratio of (i) Quick Assets to (ii) Current Liabilities minus the
current  portion  of  Deferred  Revenue  of  at  least  1.25  to  1.00.

          (b)     Tangible  Net Worth.  Borrower shall maintain at all times, to
                  -------------------
be  tested  as  of  the  last  day of each quarter, on a consolidated basis with
respect  to  Borrower  and  its  Subsidiaries,  a Tangible Net Worth of at least
$10,000,000, during the fiscal quarter ending December 31, 2006, and of at least
$8,000,000 at all time thereafter, increasing by 50% of quarterly Net Income and
50%  of issuances of equity, net of issuance costs, after the Effective Date and
the  principal  amount  of  Subordinated  Debt.

     6.10     PROTECTION  AND  REGISTRATION  OF  INTELLECTUAL  PROPERTY  RIGHTS.
Borrower  shall:  (a)  protect,  defend  and  maintain  the  validity  and
enforceability of its intellectual property; (b) promptly advise Bank in writing
of  material  infringements  of its intellectual property; and (c) not allow any
intellectual property material to Borrower's business to be abandoned, forfeited
or  dedicated to the public without Bank's written consent.  If Borrower decides
to  register any copyrights or mask works in the United States Copyright Office,
Borrower  shall:  (x) provide Bank with at least fifteen (15) days prior written
notice  of  its intent to register such copyrights or mask works together with a
copy  of  the  application  it  intends to file with the United States Copyright
Office  (excluding  exhibits  thereto);  (y)  execute  an  intellectual property
security  agreement  or  such  other documents as Bank may reasonably request to
maintain  the  perfection  and  priority  of  Bank's  security  interest  in the
copyrights  or  mask  works  intended  to  be  registered with the United States
Copyright  Office;  and (z) record such intellectual property security agreement
with  the  United  States  Copyright  Office  contemporaneously  with filing the
copyright  or  mask work application(s) with the United States Copyright Office.
Borrower  shall promptly provide to Bank a copy of the application(s) filed with
the  United  States  Copyright Office together with evidence of the recording of
the  intellectual property security agreement necessary for Bank to maintain the
perfection  and  priority  of  its  security interest in such copyrights or mask
works.  Borrower  shall  provide written notice to Bank of any application filed
by  Borrower in the United States Patent and Trademark Office for a patent or to
register  a  trademark  or  service  mark  within 30 days after any such filing.

     6.11     LITIGATION  COOPERATION.  From  the  date  hereof  and  continuing
through  the  termination  of  this  Agreement,  make available to Bank, without
expense  to Bank, Borrower and its officers, employees and agents and Borrower's
books and records, to the extent that Bank may deem them reasonably necessary to
prosecute  or defend any third-party suit or proceeding instituted by or against
Bank  with  respect  to  any  Collateral  or  relating  to  Borrower.

     6.12     FURTHER  ASSURANCES.  Borrower  shall  execute  any  further
instruments  and  take  further action as Bank reasonably requests to perfect or
continue  Bank's  Lien  in  the  Collateral  or  to  effect the purposes of this
Agreement.

     7.     NEGATIVE COVENANTS

Borrower shall not do any of the following without Bank's prior written consent:

     7.1     DISPOSITIONS.  Convey,  sell,  lease, transfer or otherwise dispose
of  (collectively,  "TRANSFER"),  or permit any of its Subsidiaries to Transfer,
all  or  any  part  of  its  business  or  property, except for Transfers (a) of
Inventory  in  the  ordinary  course  of  business;  (b) of worn-out or obsolete
Equipment;  (c)  of Equipment or other fixed assets having a value not in excess
of


                                      -14-
<PAGE>
$500,000 in the aggregate during any fiscal year; and (d) of Equipment and other
fixed  assets  in connection with Permitted Liens and Permitted Investments; and
(e)  of  non-exclusive  licenses  for the use of the property of Borrower or its
Subsidiaries  in  the  ordinary course of business.  The issuance by Borrower of
shares  of  its  common  stock  shall  not  be  subject  to  this  Section  7.1.

     7.2     CHANGES IN BUSINESS, MANAGEMENT OR BUSINESS LOCATIONS.   (a) Engage
in  or  permit  any of its Subsidiaries to engage in any business other than the
businesses  currently engaged in by Borrower and such Subsidiary, as applicable,
or  reasonably  related or incidental thereto and reasonable extensions thereof;
(b)  liquidate  or dissolve; or (c) (i)  if the Chief Executive Officer or Chief
Financial  Officer  ceases  to  hold  such office with Borrower and replacements
satisfactory  to  Bank  are  not  made  within  90 days after his departure from
Borrower.  Borrower  shall  not, without at least thirty (30) days prior written
notice  to  Bank:  (1)  add  any  new  offices  or business locations, including
warehouses  (unless such new offices or business locations contain less than Ten
Thousand  Dollars  ($10,000)  in  Borrower's assets or property), (2) change its
jurisdiction  of  organization, (3) change its organizational structure or type,
(4)  change  its  legal  name,  or (5) change any organizational number (if any)
assigned  by  its  jurisdiction  of  organization.

     7.3     MERGERS  OR  ACQUISITIONS.  Merge  or consolidate, or permit any of
its  Subsidiaries to merge or consolidate, with any other Person, or acquire, or
permit  any  of  its  Subsidiaries  to  acquire, all or substantially all of the
capital  stock  or  property  of  another  Person.  A  Subsidiary  may  merge or
consolidate  into  another  Subsidiary  or  into  Borrower.

     7.4     INDEBTEDNESS.  Create,  incur,  assume,  or  be  liable  for  any
Indebtedness,  or  permit  any  Subsidiary  to  do  so,  other  than  Permitted
Indebtedness.

     7.5     ENCUMBRANCE.  Create,  incur,  or  allow  any  Lien  on  any of its
property, or assign or convey any right to receive income, including the sale of
any  Accounts,  or permit any of its Subsidiaries to do so, except for Permitted
Liens,  permit  any  Collateral not to be subject to the first priority security
interest  granted  herein.

     7.6     MAINTENANCE  OF  COLLATERAL  ACCOUNTS.  Maintain  any  Collateral
Account  except  pursuant  to  the  terms  of  Section  6.8  hereof.

     7.7     INVESTMENTS;  DISTRIBUTIONS.  (a)  Directly  or indirectly make any
Investment other than Permitted Investments and Investments in Subsidiaries, net
of  returns  on Investments received from Subsidiaries, not to exceed $1,000,000
during  any  fiscal year, or permit any of its Subsidiaries to do so; or (b) pay
any  dividends or make any distribution or payment or redeem, retire or purchase
any  capital stock provided that (i) Borrower may convert any of its convertible
securities  into  other  securities  pursuant  to  the terms of such convertible
securities  or  otherwise  in  exchange thereof, (ii) Borrower may pay dividends
solely  in  common  stock; and (iii) Borrower may repurchase the stock of former
employees  or  consultants pursuant to stock repurchase agreements so long as an
Event  of  Default  does  not exist at the time of such repurchase and would not
exist  after giving effect to such repurchase, provided such repurchase does not
exceed  in  the  aggregate  of  $500,000  per  fiscal  year.

     7.8     TRANSACTIONS WITH AFFILIATES.  Directly or indirectly enter into or
permit  to exist any material transaction with any Affiliate of Borrower, except
for  transactions  that  are  in  the


                                      -15-
<PAGE>
ordinary  course of Borrower's business, upon fair and reasonable terms that are
no  less  favorable  to  Borrower  than  would  be  obtained  in an arm's length
transaction  with  a  non-affiliated  Person.

     7.9     SUBORDINATED  DEBT.  (a)  Make  or  permit  any  payment  on  any
Subordinated  Debt,  except under the terms of the subordination, intercreditor,
or  other  similar  agreement to which such Subordinated Debt is subject, or (b)
amend  any  provision  in  any  document relating to the Subordinated Debt which
would  increase the amount thereof or adversely affect the subordination thereof
to  Obligations  owed  to  Bank.

     7.10     COMPLIANCE.  Become  an  "investment  company"  or  a  company
controlled  by an "investment company", under the Investment Company Act of 1940
or  undertake as one of its important activities extending credit to purchase or
carry  margin stock (as defined in Regulation U of the Board of Governors of the
Federal  Reserve  System),  or use the proceeds of any Credit Extension for that
purpose;  fail  to  meet  the  minimum  funding  requirements of ERISA, permit a
Reportable Event or Prohibited Transaction, as defined in ERISA, to occur unless
such  Reportable  Event or Prohibited Transaction could not reasonably be expect
to  cause  a Material Adverse Change; fail to comply with the Federal Fair Labor
Standards  Act  or  violate  any other law or regulation, if the violation could
reasonably  be expected to cause a Material Adverse Change, or permit any of its
Subsidiaries  to  do  so;  withdraw  or  permit  any Subsidiary to withdraw from
participation  in,  permit  partial  or  complete  termination of, or permit the
occurrence  of  any  other  event  with  respect to, any present pension, profit
sharing  and  deferred  compensation  plan which could reasonably be expected to
result  in  any  liability  of  Borrower, including any liability to the Pension
Benefit Guaranty Corporation or its successors or any other governmental agency.

     8.     EVENTS OF DEFAULT

Any  one  of  the  following  shall constitute an event of default (an "EVENT OF
DEFAULT")  under  this  Agreement:

     8.1     PAYMENT  DEFAULT.  Borrower or any Subsidiary fails to (a) make any
payment of principal or interest on any Credit Extension on its due date, or (b)
pay  any other Obligations within three (3) Business Days after such Obligations
are  due  and  payable.  During the cure period, the failure to cure the payment
default  is not an Event of Default (but no Credit Extension will be made during
the  cure  period);

     8.2     COVENANT  DEFAULT.

          (a)     Borrower  or  any  Subsidiary fails or neglects to perform any
obligation in Sections 6.2, 6.7, 6.8, or 6.9 or violates any covenant in Section
7;  or

          (b)     Borrower or any Subsidiary fails or neglects to perform, keep,
or observe any other term, provision, condition, covenant or agreement contained
in  this  Agreement, any Loan Documents, and as to any default (other than those
specified  in Section 8.2(a) above) under such other term, provision, condition,
covenant  or  agreement that can be cured, has failed to cure the default within
ten  (10)  days  after  the  occurrence  thereof; provided, however, that if the
default  cannot  by its nature be cured within the ten (10) day period or cannot
after  diligent attempts by Borrower or such Subsidiary be cured within such ten
(10)  day  period,  and  such  default is likely to be cured within a reasonable
time,  then  Borrower  shall  have  an  additional


                                      -16-
<PAGE>
period  (which shall not in any case exceed thirty (30) days) to attempt to cure
such  default,  and  within  such reasonable time period the failure to cure the
default  shall not be deemed an Event of Default (but no Credit Extensions shall
be  made  during  such  cure period).  Grace periods provided under this section
shall  not  apply,  among  other  things,  to  financial  covenants or any other
covenants  set  forth  in  subsection  (a)  above;

     8.3     MATERIAL  ADVERSE  CHANGE.  A  Material  Adverse  Change  occurs;

     8.4     ATTACHMENT.  (a)  Any  material  portion  of  Borrower's  or  any
Subsidiary's  assets is attached, seized, levied on, or comes into possession of
a  trustee or receiver and the attachment, seizure or levy is not removed in ten
(10) days; (b) the service of process upon Borrower or any Subsidiary seeking to
attach,  by trustee or similar process, any funds of Borrower or such Subsidiary
on  deposit  with  Bank,  or  any  entity  under  control  of  Bank (including a
subsidiary);  (c)  Borrower  or  any  Subsidiary  is  enjoined,  restrained,  or
prevented by court order from conducting a material part of its business; or (d)
a  notice of lien, levy, or assessment is filed against any of Borrower's or any
Subsidiary's  assets  by any government agency and not paid within ten (10) days
after  Borrower  or  such  Subsidiary  receives notice.  These are not Events of
Default  if  stayed  or  if a bond is posted pending contest by Borrower (but no
Credit  Extensions  shall  be  made  during  the  cure  period);

     8.5     INSOLVENCY.  Borrower  or any Subsidiary is unable to pay its debts
(including  trade  debts) as they become due or otherwise becomes insolvent; (b)
Borrower or any Subsidiary begins an Insolvency Proceeding; or (c) an Insolvency
Proceeding  is  begun  against  Borrower  or any Subsidiary and not dismissed or
stayed  within thirty (30) days (but no Credit Extensions shall be made while of
any  of the conditions described in clause (a) exist and/or until any Insolvency
Proceeding  is  dismissed);

     8.6     OTHER  AGREEMENTS.  There  is  a  default in any agreement to which
Borrower or any Subsidiary is a party with a third party or parties resulting in
a  right by such third party or parties, whether or not exercised, to accelerate
the  maturity  of  any  Indebtedness in an amount in excess of Two Hundred Fifty
Thousand  Dollars  ($250,000)  or  that  could  cause a Material Adverse Change;

     8.7     JUDGMENTS.  A  judgment or judgments for the payment of money in an
amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand
Dollars  ($250,000)  (not covered by independent third-party insurance) shall be
rendered  against  Borrower  or  any Subsidiary and shall remain unsatisfied and
unstayed for a period of thirty (30) days after the entry thereof (provided that
no  Credit  Extensions  will  be  made prior to the satisfaction or stay of such
judgment);

     8.8     MISREPRESENTATIONS.  Borrower,  any Subsidiary or any Person acting
for  Borrower  or  any  Subsidiary  makes any representation, warranty, or other
statement  now  or  later in this Agreement, any Loan Document or in any writing
delivered  to  Bank  or  to  induce  Bank  to  enter  this Agreement or any Loan
Document,  and such representation, warranty, or other statement is incorrect in
any  material  respect  when  made;

     8.9     CHANGE  OF  CONTROL.   There  occurs  a  Change  of  Control.


                                      -17-
<PAGE>
     8.10     SUBORDINATED DEBT.  A default or breach occurs under any agreement
between Borrower and any creditor of Borrower that signed a subordination,
intercreditor, or other similar agreement with Bank, or any creditor that has
signed such an agreement with Bank breaches any terms of such agreement; or

     8.11     GUARANTY.  (a)  Any  guaranty  of  any  Obligations  terminates or
ceases for any reason to be in full force and effect; (b) any Guarantor does not
perform  any  obligation  or covenant under any guaranty of the Obligations; (c)
any  circumstance  described  in  Sections 8.3, 8.4, 8.5, 8.7 or 8.8 occurs with
respect  to any Guarantor, or (d) the liquidation, winding up, or termination of
existence  of  any  Guarantor; or (e) a material impairment in the perfection or
priority  of Bank's Lien in the collateral provided by Guarantor or in the value
of  such  collateral.

     9.     BANK'S RIGHTS AND REMEDIES

     9.1     RIGHTS  AND  REMEDIES.  While  an  Event  of  Default  occurs  and
continues  Bank  may,  without notice or demand, do any or all of the following:

          (a)     declare all Obligations immediately due and payable (but if an
Event of Default described in Section 8.5 occurs all Obligations are immediately
due  and  payable  without  any  action  by  Bank);

          (b)     stop  advancing  money  or  extending  credit  for  Borrower's
benefit  under  this Agreement or under any other agreement between Borrower and
Bank;

          (c)     demand  that Borrower (i) deposits cash with Bank in an amount
equal  to  the  aggregate  amount of any Letters of Credit remaining undrawn, as
collateral  security for the repayment of any future drawings under such Letters
of  Credit,  and Borrower shall forthwith deposit and pay such amounts, and (ii)
pay  in  advance  all Letter of Credit fees scheduled to be paid or payable over
the  remaining  term  of  any  Letters  of  Credit;

          (d)     terminate  any  FX  Contracts;

          (e)     settle  or  adjust  disputes  and claims directly with Account
Debtors  for  amounts  on  terms and in any order that Bank considers advisable,
notify  any  Person  owing  Borrower  money  of Bank's security interest in such
funds,  and  verify  the  amount  of  such  account;

          (f)     make  any  payments  and do any acts it considers necessary or
reasonable  to  protect  the  Collateral  and/or  its  security  interest in the
Collateral.  Borrower shall assemble the Collateral if Bank requests and make it
available  as  Bank designates.  Bank may enter premises where the Collateral is
located,  take  and  maintain possession of any part of the Collateral, and pay,
purchase,  contest, or compromise any Lien which appears to be prior or superior
to  its  security interest and pay all expenses incurred. Borrower grants Bank a
license to enter and occupy any of its premises, without charge, to exercise any
of  Bank's  rights  or  remedies;

          (g)     apply  to  the  Obligations  any  (i) balances and deposits of
Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or
the  account  of  Borrower;

          (h)     ship,  reclaim,  recover,  store,  finish,  maintain,  repair,
prepare  for  sale, advertise for sale, and sell the Collateral.  Bank is hereby
granted  a  non-exclusive,  royalty-free  license or other right to use, without
charge, Borrower's labels, patents, copyrights, mask works, rights of use of any
name,  trade  secrets,  trade  names, trademarks, service marks, and advertising


                                      -18-
<PAGE>
matter,  or any similar property as it pertains to the Collateral, in completing
production  of,  advertising  for  sale,  and  selling  any  Collateral  and, in
connection  with  Bank's  exercise  of its rights under this Section, Borrower's
rights  under all licenses and all franchise agreements inure to Bank's benefit;

          (i)     place  a  "hold"  on  any  account maintained with Bank and/or
deliver  a  notice  of  exclusive  control,  any  entitlement  order,  or  other
directions  or  instructions  pursuant  to  any  Control  Agreement  or  similar
agreements  providing  control  of  any  Collateral;

          (j)     demand  and  receive  possession  of  Borrower's  Books;  and

          (k)     exercise  all  rights and remedies available to Bank under the
Loan  Documents  or  at law or equity, including all remedies provided under the
Code  (including  disposal  of  the  Collateral  pursuant to the terms thereof).

     9.2     POWER OF ATTORNEY. Borrower hereby irrevocably appoints Bank as its
lawful  attorney-in-fact,  exercisable  upon  the  occurrence  and  during  the
continuance  of  an  Event  of  Default, to:  (a) endorse Borrower's name on any
checks  or  other  forms of payment or security; (b) sign Borrower's name on any
invoice or bill of lading for any Account or drafts against Account Debtors; (c)
settle  and  adjust disputes and claims about the Accounts directly with Account
Debtors,  for amounts and on terms Bank determines reasonable; (d) make, settle,
and  adjust  all claims under Borrower's insurance policies; (e) pay, contest or
settle any Lien, charge, encumbrance, security interest, and adverse claim in or
to  the  Collateral, or any judgment based thereon, or otherwise take any action
to  terminate  or  discharge  the same; and (f) transfer the Collateral into the
name  of  Bank  or  a third party as the Code permits.  Borrower hereby appoints
Bank  as  its  lawful  attorney-in-fact to sign Borrower's name on any documents
necessary  to  perfect  or  continue  the  perfection  of  any security interest
regardless  of  whether  an  Event of Default has occurred until all Obligations
have  been  satisfied  in  full  and Bank is under no further obligation to make
Credit  Extensions  hereunder.  Bank's  foregoing  appointment  as  Borrower's
attorney in fact, and all of Bank's rights and powers, coupled with an interest,
are  irrevocable  until all Obligations have been fully repaid and performed and
Bank's  obligation  to  provide  Credit  Extensions  terminates.

     9.3     PROTECTIVE  PAYMENTS.  If  Borrower  fails  to obtain the insurance
called  for  by  Section 6.7 or fails to pay any premium thereon or fails to pay
any  other amount which Borrower is obligated to pay under this Agreement or any
other  Loan  Document,  Bank may obtain such insurance or make such payment, and
all  amounts  so paid by Bank are Bank Expenses and immediately due and payable,
bearing  interest  at  the  then  highest  applicable  rate,  and secured by the
Collateral.  Bank  will  make reasonable efforts to provide Borrower with notice
of  Bank  obtaining  such  insurance  at  the  time  it  is obtained or within a
reasonable time thereafter.  No payments by Bank are deemed an agreement to make
similar  payments  in  the  future  or  Bank's  waiver  of any Event of Default.

     9.4     APPLICATION  OF  PAYMENTS AND PROCEEDS.  Unless an Event of Default
has  occurred  and  is continuing, Bank shall apply any funds in its possession,
whether  from  Borrower  account balances, payments, or proceeds realized as the
result  of  any  collection  of Accounts or other disposition of the Collateral,
first,  to the principal of the Obligations; second, to Bank Expenses, including
without limitation, the reasonable costs, expenses, liabilities, obligations and
attorneys'  fees  incurred  by  Bank  in  the  exercise of its rights under this
Agreement;  third, to the interest due upon any of the Obligations; and finally,
to  any  applicable  fees  and  other  charges,  in


                                      -19-
<PAGE>
such order as Bank shall determine in its sole discretion.  Any surplus shall be
paid  to  Borrower  by credit to the Designated Deposit Account or other Persons
legally  entitled  thereto;  Borrower  shall  remain  liable  to  Bank  for  any
deficiency.  If  an  Event  of  Default has occurred and is continuing, Bank may
apply  any  funds  in  its  possession,  whether from Borrower account balances,
payments, proceeds realized as the result of any collection of Accounts or other
disposition of the Collateral, or otherwise, to the Obligations in such order as
Bank  shall  determine  in  its  sole  discretion.  Any surplus shall be paid to
Borrower by credit to the Designated Deposit Account or to other Persons legally
entitled  thereto;  Borrower shall remain liable to Bank for any deficiency.  If
Bank,  in its good faith business judgment, directly or indirectly enters into a
deferred  payment  or other credit transaction with any purchaser at any sale of
Collateral,  Bank  shall  have  the  option,  exercisable at any time, of either
reducing  the  Obligations  by  the  principal  amount  of the purchase price or
deferring  the  reduction of the Obligations until the actual receipt by Bank of
cash  therefor.

     9.5     BANK'S  LIABILITY  FOR  COLLATERAL.  So  long as Bank complies with
reasonable  banking practices regarding the safekeeping of the Collateral in the
possession or under the control of Bank, Bank shall not be liable or responsible
for:  (a)  the  safekeeping  of  the  Collateral;  (b) any loss or damage to the
Collateral; (c) any diminution in the value of the Collateral; or (d) any act or
default  of  any carrier, warehouseman, bailee, or other Person.  Borrower bears
all  risk  of  loss,  damage  or  destruction  of  the  Collateral.

     9.6     NO  WAIVER;  REMEDIES  CUMULATIVE.  Bank's  failure, at any time or
times,  to  require  strict  performance  by  Borrower  of any provision of this
Agreement  or  any  other Loan Document shall not waive, affect, or diminish any
right of Bank thereafter to demand strict performance and compliance herewith or
therewith.  No  waiver  hereunder  shall  be effective unless signed by Bank and
then  is  only  effective  for the specific instance and purpose for which it is
given.  Bank's  rights  and  remedies  under  this  Agreement and the other Loan
Documents  are  cumulative.  Bank has all rights and remedies provided under the
Code,  by  law,  or in equity.  Bank's exercise of one right or remedy is not an
election,  and Bank's waiver of any Event of Default is not a continuing waiver.
Bank's  delay  in  exercising  any  remedy  is  not  a  waiver,  election,  or
acquiescence.

     9.7     DEMAND  WAIVER.  Borrower  waives  demand,  notice  of  default  or
dishonor, notice of payment and nonpayment, notice of any default, nonpayment at
maturity,  release,  compromise,  settlement, extension, or renewal of accounts,
documents,  instruments,  chattel  paper,  and  guarantees held by Bank on which
Borrower  is  liable.

     10.     NOTICES

All  notices,  consents,  requests,  approvals,  demands, or other communication
(collectively,  "COMMUNICATION"),  other  than Advance requests made pursuant to
Section  3.4,  by any party to this Agreement or any other Loan Document must be
in  writing  and be delivered or sent by facsimile at the addresses or facsimile
numbers  listed below.  Bank or Borrower may change its notice address by giving
the other party written notice thereof.  Each such Communication shall be deemed
to have been validly served, given, or delivered: (a) upon the earlier of actual
receipt  and  three (3) Business Days after deposit in the U.S. mail, registered
or  certified  mail,  return receipt requested, with proper postage prepaid; (b)
upon  transmission,  when  sent  by  facsimile transmission (with such facsimile
promptly  confirmed  by  delivery  of  a  copy  by  personal  delivery


                                      -20-
<PAGE>
or  United  States  mail  as otherwise provided in this Section 10); (c) one (1)
Business  Day  after deposit with a reputable overnight courier with all charges
prepaid;  or  (d)  when  delivered, if hand-delivered by messenger, all of which
shall  be  addressed  to  the  party  to  be notified and sent to the address or
facsimile number indicated below.  Advance requests made pursuant to Section 3.4
must  be in writing and may be in the form of electronic mail, delivered to Bank
by  Borrower at the e-mail address of Bank provided below and shall be deemed to
have  been  validly  served, given, or delivered when sent (with such electronic
mail  promptly  confirmed  by  delivery of a copy by personal delivery or United
States  mail  as  otherwise  provided in this Section 10).  Bank or Borrower may
change  its  address, facsimile number, or electronic mail address by giving the
other  party written notice thereof in accordance with the terms of this Section
10.

          If to Borrower:     Concurrent Computer Corporation
                              4375 River Green Parkway
                              Duluth, Georgia 30096
                              Attn:  Greg Wilson, Chief Financial Officer
                              Fax:  (678) 258-4358
                              Email:       greg.wilson@ccur.com
                                           --------------------

          With a copy, which shall not constitute notice, to:

                              King & Spalding
                              1180 Peachtree Street, N.E.
                              Atlanta, GA  30309
                              Attn: W. Todd Holleman, Esq.
                              Fax: (404) 572-5128
                              Email: tholleman@kslaw.com
                                     -------------------

          If to Bank:         Silicon Valley Bank
                              3353 Peachtree Rd. N.E.

                              North Tower, Suite M10
                              Atlanta, GA  30326
                              Attn:  J.C. Boyanton
                              Fax:   (404) 467-4467
                              Email:       jcboyanton@svbank.com
                                           ---------------------

          With a copy, which shall not constitute notice, to:

                              Troutman  Sanders  LLP
                              Suite  5200
                              600  Peachtree  Street,  N.E.
                              Atlanta,  GA  30308-2216
                              Attn:  Hazen  H.  Dempster
                              Fax:  (404)  962-6544
                              Email:  hazen.dempster@comcast.net
                                      --------------------------

     11.     CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

California  law  governs  the  Loan  Documents  without  regard to principles of
conflicts  of  law.  Borrower and Bank each submit to the exclusive jurisdiction
of  the  State  and  Federal courts in Santa Clara County, California; provided,
however,  that  nothing in this Agreement shall be deemed to operate to preclude
Bank  from  bringing suit or taking other legal action in any other jurisdiction
to  realize  on  the Collateral or any other security for the Obligations, or to
enforce  a


                                      -21-
<PAGE>
judgment  or other court order in favor of Bank.  Borrower expressly submits and
consents  in advance to such jurisdiction in any action or suit commenced in any
such court, and Borrower hereby waives any objection that it may have based upon
lack  of  personal  jurisdiction,  improper  venue,  or forum non conveniens and
hereby  consents  to the granting of such legal or equitable relief as is deemed
appropriate  by  such  court.  Borrower  hereby  waives  personal service of the
summons,  complaints, and other process issued in such action or suit and agrees
that  service  of  such  summons,  complaints,  and other process may be made by
registered  or  certified mail addressed to Borrower at the address set forth in
Section  10 of this Agreement and that service so made shall be deemed completed
upon the earlier to occur of Borrower's actual receipt thereof or three (3) days
after  deposit  in  the  U.S.  mails,  proper  postage  prepaid.

BORROWER  AND  BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY
CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER
CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS
AGREEMENT.  EACH  PARTY  HAS  REVIEWED  THIS  WAIVER  WITH  ITS  COUNSEL.

     12.     GENERAL PROVISIONS

     12.1     SUCCESSORS  AND  ASSIGNS.  This  Agreement  binds  and  is for the
benefit of the successors and permitted assigns of each party.  Borrower may not
assign this Agreement or any rights or obligations under it without Bank's prior
written  consent  (which may be granted or withheld in Bank's discretion).  Bank
has  the right, without the consent of or notice to Borrower, to sell, transfer,
negotiate,  or  grant  participation  in all or any part of, or any interest in,
Bank's obligations, rights, and benefits under this Agreement and the other Loan
Documents.

     12.2     INDEMNIFICATION.  Borrower  agrees  to  indemnify, defend and hold
Bank  and  its  directors,  officers, employees, agents, attorneys, or any other
Person  affiliated  with  or  representing  Bank  harmless  against:  (a)  all
obligations,  demands, claims, and liabilities (collectively, "Claims") asserted
by  any other party in connection with the transactions contemplated by the Loan
Documents;  and  (b) all losses or Bank Expenses incurred, or paid by Bank from,
following,  or  arising  from  transactions between Bank and Borrower (including
reasonable  attorneys'  fees  and  expenses),  except  for  Claims and/or losses
directly  caused  by  Bank's  gross  negligence  or  willful  misconduct.

     12.3     LIMITATION  OF  ACTIONS.  Any claim or cause of action by Borrower
against  Bank,  its  directors,  officers,  employees,  agents,  accountants,
attorneys,  or any other Person affiliated with or representing Bank based upon,
arising  from, or relating to this Loan Agreement or any other Loan Document, or
any  other  transaction  contemplated  hereby  or  thereby or relating hereto or
thereto, or any other matter, cause or thing whatsoever, occurred, done, omitted
or  suffered  to  be  done  by Bank, its directors, officers, employees, agents,
accountants  or  attorneys,  shall  be barred unless asserted by Borrower by the
commencement  of an action or proceeding in a court of competent jurisdiction by
the  filing  of  a  complaint within one year after the first act, occurrence or
omission  upon  which  such  claim  or  cause of action, or any part thereof, is
based,  and  the service of a summons and complaint on an officer of Bank, or on
any  other  person authorized to accept service on behalf of Bank, within thirty
(30)  days  thereafter.  Borrower


                                      -22-
<PAGE>
agrees  that  such  one-year  period  is  a  reasonable  and sufficient time for
Borrower  to  investigate  and  act upon any such claim or cause of action.  The
one-year  period provided herein shall not be waived, tolled, or extended except
by  the  written  consent  of Bank in its sole discretion.  This provision shall
survive  any  termination  of  this  Loan  Agreement or any other Loan Document.

     12.4     TIME  OF  ESSENCE.  Time  is of the essence for the performance of
all  Obligations  in  this  Agreement.

     12.5     SEVERABILITY  OF  PROVISIONS.  Each provision of this Agreement is
severable  from  every  other provision in determining the enforceability of any
provision.

     12.6     AMENDMENTS  IN  WRITING;  INTEGRATION.  All  amendments  to  this
Agreement  must  be in writing signed by both Bank and Borrower.  This Agreement
and  the Loan Documents represent the entire agreement about this subject matter
and  supersede  prior  negotiations  or  agreements.  All  prior  agreements,
understandings,  representations,  warranties,  and  negotiations  between  the
parties  about the subject matter of this Agreement and the Loan Documents merge
into  this  Agreement  and  the  Loan  Documents.

     12.7     COUNTERPARTS.  This  Agreement  may  be  executed in any number of
counterparts  and  by different parties on separate counterparts, each of which,
when executed and delivered, are an original, and all taken together, constitute
one  Agreement.

     12.8     SURVIVAL.  All  covenants,  representations and warranties made in
this  Agreement  continue  in  full  force  until  this Agreement has terminated
pursuant  to  its  terms  and  all  Obligations  (other  than inchoate indemnity
obligations  and any other obligations which, by their terms, are to survive the
termination  of this Agreement) have been satisfied.  The obligation of Borrower
in Section 12.2 to indemnify Bank shall survive until the statute of limitations
with  respect  to  such  claim  or  cause  of  action  shall  have  run.

     12.9     CONFIDENTIALITY.  In  handling  any confidential information, Bank
shall exercise the same degree of care that it exercises for its own proprietary
information,  but  disclosure  of  information  may  be  made:  (a)  to  Bank's
Subsidiaries  or Affiliates; (b) to prospective transferees or purchasers of any
interest  in  the  Credit  Extensions  (provided,  however,  Bank  shall  use
commercially  reasonable  efforts  to  obtain  such  prospective transferee's or
purchaser's  agreement  to the terms of this provision); (c) as required by law,
regulation,  subpoena,  or other order; (d) to Bank's regulators or as otherwise
required  in  connection  with  Bank's  examination  or  audit;  and (e) as Bank
considers appropriate in exercising remedies under this Agreement.  Confidential
information  does  not  include  information  that  either: (i) is in the public
domain  or  in  Bank's possession when disclosed to Bank, or becomes part of the
public  domain after disclosure to Bank; or (ii) is disclosed to Bank by a third
party,  if Bank does not know that the third party is prohibited from disclosing
the  information.

     12.10     ATTORNEYS' FEES, COSTS AND EXPENSES.  In any action or proceeding
between  Borrower and Bank arising out of or relating to the Loan Documents, the
prevailing party shall be entitled to recover its reasonable attorneys' fees and
other  costs  and expenses incurred, in addition to any other relief to which it
may  be  entitled.


                                      -23-
<PAGE>
     13.     DEFINITIONS

     13.1     DEFINITIONS.  As  used in this Agreement, the following terms have
the  following  meanings:

          "ACCOUNT"  is any "account" as defined in the Code with such additions
to  such  term  as  may hereafter be made, and includes, without limitation, all
accounts  receivable  and  other  sums  owing  to  Borrower.

          "ACCOUNT  DEBTOR"  is any "account debtor" as defined in the Code with
such  additions  to  such  term  as  may  hereafter  be  made.

          "ADVANCE"  or  "ADVANCES"  means  either  a  Formula  Advance  or  a
Non-Formula  Advance.

           "AFFILIATE"  of any Person is a Person that owns or controls directly
or  indirectly  the  Person,  any Person that controls or is controlled by or is
under common control with the Person, and each of that Person's senior executive
officers,  directors,  partners  and, for any Person that is a limited liability
company,  that  Person's  managers  and  members.

          "AGREEMENT"  is  defined  in  the  preamble  hereof.

          "AVAILABILITY  AMOUNT"  is (a) the Revolving Line minus (b) the amount
of  all  outstanding Letters of Credit (including drawn but unreimbursed Letters
of  Credit) plus an amount equal to the Letter of Credit Reserves, minus (c) the
FX  Reserve,  and  minus  (d)  the outstanding principal balance of any Advances
(including  any  amounts  used  for  Cash  Management  Services).

          "BANK"  is  defined  in  the  preamble  hereof.

          "BANK EXPENSES" are all audit fees and expenses, costs, and reasonable
expenses  (including  reasonable  attorneys'  fees  and expenses) for preparing,
negotiating,  administering,  defending  and  enforcing  the  Loan  Documents
(including,  without  limitation,  those  incurred in connection with appeals or
Insolvency  Proceedings)  or  otherwise  incurred  with  respect  to  Borrower.

          "BORROWER"  is  defined  in  the  preamble  hereof

          "BORROWER'S  BOOKS"  are  all  Borrower's  books and records including
ledgers,  federal  and state tax returns, records regarding Borrower's assets or
liabilities, the Collateral, business operations or financial condition, and all
computer  programs  or  storage  or  any  equipment containing such information.

          "BORROWING  BASE"  is an amount equal to (a) 80% of Eligible Accounts,
as  determined by Bank from Borrower's most recent Transaction Report; provided,
however,  that  Bank  may  decrease  the foregoing percentages in its good faith
business judgment based on events, conditions, contingencies, or risks which, as
determined  by  Bank,  may  adversely affect Collateral, less (b) the Designated
Reserves.

           "BORROWING  RESOLUTIONS"  are,  with  respect  to  any  Person, those
resolutions  delivered  by  such  Person to Bank approving the Loan Documents to
which such Person is a party and the transactions contemplated thereby, together
with a certificate executed by its secretary on behalf of such Person certifying
that  (a)  such  Person  has  the authority to execute, deliver, and perform its
obligations  under  each  of the Loan Documents to which it is a party, (b) that
attached  as Exhibit A to such certificate is a true, correct, and complete copy
of  the  resolutions  then  in  full


                                      -24-
<PAGE>
force  and  effect  authorizing  and  ratifying  the  execution,  delivery,  and
performance by such Person of the Loan Documents to which it is a party, (c) the
name(s)  of  the Person(s) authorized to execute the Loan Documents on behalf of
such  Person, together with a sample of the true signature(s) of such Person(s),
and  (d)  that  Bank  may conclusively rely on such certificate unless and until
such  Person  shall  have  delivered  to Bank a further certificate canceling or
amending  such  prior  certificate].

          "BUSINESS  DAY"  is any day that is not a Saturday, Sunday or a day on
which  Bank  is  closed.

           "CASH  EQUIVALENTS" means (a) marketable direct obligations issued or
unconditionally  guaranteed  by  the  United  States  or any agency or any State
thereof  having  maturities  of  not  more  than  one  (1) year from the date of
acquisition;  (b)  commercial paper maturing no more than one (1) year after its
creation  and  having  the  highest rating from either Standard & Poor's Ratings
Group  or  Moody's  Investors  Service, Inc., (c) Bank's certificates of deposit
issued  maturing  no  more  than  one (1) year after issue; and (d) money market
funds  at least ninety-five percent (95%) of the assets of which constitute Cash
Equivalents  of  the  kinds  described  in  clauses  (a)  through  (c)  of  this
definition.

          "CASH  MANAGEMENT  SERVICES"  is  defined  in  Section  2.5.

          "CASH  MANAGEMENT  SERVICES  SUBLIMIT"  is  defined  in  Section  2.5.

          "CHANGE  IN  CONTROL" means any event, transaction, or occurrence as a
result  of  which  (a) any "person" (as such term is defined in Sections 3(a)(9)
and  13(d)(3)  of  the  Securities  Exchange  Act  of  1934,  as an amended (the
"EXCHANGE  ACT")),  other  than  a trustee or other fiduciary holding securities
under  an  employee  benefit  plan of Borrower, is or becomes a beneficial owner
(within  the meaning Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of Borrower, representing twenty-five percent (25%) or
more  of the combined voting power of Borrower's then outstanding securities; or
(b)  during any period of twelve consecutive calendar months, individuals who at
the  beginning  of  such  period  constituted the Board of Directors of Borrower
(together  with  any  new  directors whose election by the Board of Directors of
Borrower  was  approved  by  a vote of at least two-thirds of the directors then
still  in  office who either were directions at the beginning of such period  or
whose  election or nomination for election was previously so approved) cease for
any  reason  other  than  death  or  disability  to constitute a majority of the
directors  then  in  office.

          "CODE"  is  the Uniform Commercial Code, as the same may, from time to
time,  be  enacted and in effect in the State of Georgia; provided, that, to the
extent  that  the Code is used to define any term herein or in any Loan Document
and  such  term is defined differently in different Articles or Divisions of the
Code,  the  definition  of  such  term  contained in Article or Division 9 shall
govern;  provided  further,  that  in  the  event  that,  by reason of mandatory
provisions  of law, any or all of the attachment, perfection, or priority of, or
remedies  with  respect  to,  Bank's  Lien  on any Collateral is governed by the
Uniform  Commercial  Code  in  effect  in a jurisdiction other than the State of
California,  the  term  "CODE" shall mean the Uniform Commercial Code as enacted
and  in  effect in such other jurisdiction solely for purposes on the provisions
thereof  relating  to such attachment, perfection, priority, or remedies and for
purposes  of  definitions  relating  to  such  provisions.


                                      -25-
<PAGE>
          "COLLATERAL"  is any and all properties, rights and assets of Borrower
described  on  Exhibit  A.
               ----------

          "COLLATERAL  ACCOUNT"  is  any Deposit Account, Securities Account, or
Commodity  Account.

           "COMMODITY ACCOUNT" is any "commodity account" as defined in the Code
with  such  additions  to  such  term  as  may  hereafter  be  made.

          "COMMUNICATION"  is  defined  in  Section  10.

          "COMPLIANCE  CERTIFICATE"  is  that  certain  certificate  in the form
attached  hereto  as  Exhibit  E.
                      ----------

          "CONTINGENT  OBLIGATION"  is,  for  any Person, any direct or indirect
liability,  contingent  or  not, of that Person for (a) any indebtedness, lease,
dividend,  letter of credit or other obligation of another such as an obligation
directly  or  indirectly  guaranteed, endorsed, co-made, discounted or sold with
recourse  by  that  Person,  or  for which that Person is directly or indirectly
liable;  (b)  any  obligations  for undrawn letters of credit for the account of
that  Person;  and  (c)  all  obligations  from  any  interest rate, currency or
commodity  swap  agreement,  interest  rate  cap  or  collar agreement, or other
agreement  or  arrangement designated to protect a Person against fluctuation in
interest  rates,  currency  exchange  rates or commodity prices; but "Contingent
Obligation"  does  not  include endorsements in the ordinary course of business.
The  amount of a Contingent Obligation is the stated or determined amount of the
primary  obligation  for  which  the  Contingent  Obligation  is made or, if not
determinable,  the maximum reasonably anticipated liability for it determined by
the  Person  in  good  faith;  but  the amount may not exceed the maximum of the
obligations  under  any  guarantee  or  other  support  arrangement.

          "CONTROL  AGREEMENT"  is  any control agreement entered into among the
depository  institution  at  which  Borrower  maintains a Deposit Account or the
securities  intermediary or commodity intermediary at which Borrower maintains a
Securities  Account or a Commodity account, Borrower, and Bank pursuant to which
Bank obtains control (within the meaning of the Code) over such Deposit Account,
Securities  Account,  or  Commodity  Account.

          "CREDIT  EXTENSION"  is  any  Advance,  Letter  of  Credit, FX Forward
Contract, amount utilized for Cash Management Services or any other extension of
credit  by  Bank  for  Borrower's  benefit.

          "CURRENT  ASSETS"  are  amounts  that under GAAP should be included on
that  date  as  current  assets  on  Borrower's  consolidated  balance  sheet.

          "CURRENT  LIABILITIES" are all obligations and liabilities of Borrower
to  Bank,  plus,  without  duplication, the aggregate amount of Borrower's Total
Liabilities  that  mature  within  one  (1)  year.

           "DEFAULT"  means  any  event  which with notice or passage of time or
both,  would  constitute  an  Event  of  Default.

          "DEFAULT  RATE"  is  defined  in  Section  2.7(c).

          "DEFERRED  REVENUE"  is all amounts received or invoiced in advance of
performance  under  contracts  and  not  yet  recognized  as  revenue.

          "DESIGNATED  RESERVES" is, collectively, an amount equal to the sum of
(a)  the  amount  of  all  outstanding  Letters  of  Credit (including drawn but
unreimbursed  Letters  of  Credit)


                                      -26-
<PAGE>
plus  an amount equal to the Letter of Credit Reserves, plus (b) the FX Reserve,
                                                        ----
plus  (c)  the  outstanding  principal  balance  of  any  Advances used for Cash
----
Management  Services.

          "DEPOSIT ACCOUNT" is any "deposit account" as defined in the Code with
such  additions  to  such  term  as  may  hereafter  be  made.

          "DESIGNATED  DEPOSIT  ACCOUNT"  is Borrower's deposit account, account
number  3300446962,  maintained  with  Bank.
        ----------

          "DOLLARS,"  "DOLLARS"  and  "$"  each  mean  lawful  money  of  the
placecountry-regionUnited  States.

          "DOMESTIC  SUBSIDIARY"  means a Subsidiary organized under the laws of
the  placecountry-regionUnited  States  or any state or territory thereof or the
placeStateDistrict  of  Columbia.

           "EBITDA"  shall  mean (a) Net Income, plus (b) Interest Expense, plus
(c)  to  the  extent  deducted  in  the  calculation of Net Income, depreciation
expense  and  amortization  expense,  plus  (d)  income  tax  expense.

          "EFFECTIVE  DATE"  is  the  date  Bank  executes this Agreement and as
indicated  on  the  signature  page  hereof.

          "ELIGIBLE ACCOUNTS" are Accounts which arise in the ordinary course of
Borrower's  business  that meet all Borrower's representations and warranties in
Section  5.3.  Bank  reserves  the right at any time and from time to time after
the  Effective  Date,  to  adjust  any  of  the  criteria set forth below and to
establish  new criteria in its good faith business judgment.  Unless Bank agrees
otherwise  in  writing,  Eligible  Accounts  shall  not  include:

          (a)     Accounts that the Account Debtor has not paid within ninety
(90) days of invoice date;

          (b)     Accounts owing from an Account Debtor, fifty percent (50%) or
more of whose Accounts have not been paid within ninety (90) days of invoice
date;

          (c)     Credit balances over ninety (90) days from invoice date;

          (d)     Accounts owing from an Account Debtor, including Affiliates,
whose total obligations to Borrower exceed thirty percent (30%) of all Accounts,
except for Time Warner, Inc., Comcast Cable Communications, Inc., Lockheed
Martin Corporation and Cox Communications, Inc., for which such percentage is
thirty-five percent (35%), for the amounts that exceed that percentage, unless
Bank approves in writing;

          (e)     Accounts owing from an Account Debtor which does not have its
principal place of business in the placecountry-regionUnited States or
placecountry-regionCanada;

          (f)     Accounts owing from the placecountry-regionUnited States or
any department, agency, or instrumentality unless Borrower has assigned its
payment rights to Bank and the assignment has been acknowledged under the
Federal Assignment of Claims Act of 1940, as amended;

          (g)     Accounts owing from an Account Debtor to the extent that
Borrower is indebted or obligated in any manner to the Account Debtor (as
creditor, lessor, supplier or otherwise - sometimes called "contra" accounts,
accounts payable, customer deposits or credit accounts), with the exception of
customary credits, adjustments and/or discounts given to an Account Debtor by
Borrower in the ordinary course of its business;


                                      -27-
<PAGE>
          (h)     Accounts for demonstration or promotional equipment, or in
which goods are consigned, or sold on a "sale guaranteed", "sale or return",
"sale on approval", "bill and hold", or other terms if Account Debtor's payment
may be conditional;

          (i)     Accounts for which the Account Debtor is Borrower's Affiliate,
officer, employee, or agent;

          (j)     Accounts in which the Account Debtor disputes liability or
makes any claim (but only up to the disputed or claimed amount), or if the
Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or
goes out of business; and

          (k)     Accounts for which Bank in its good faith business judgment
determines collection to be doubtful; and

          (l)     other Accounts Bank deems ineligible in the exercise of its
good faith business judgment.

           "EQUIPMENT"  is  all  "equipment"  as  defined  in the Code with such
additions to such term as may hereafter be made, and includes without limitation
all  machinery,  fixtures,  goods,  vehicles  (including  motor  vehicles  and
trailers),  and  any  interest  in  any  of  the  foregoing.

          "ERISA"  is the Employment Retirement Income Security Act of 1974, and
its  regulations.

          "EVENT  OF  DEFAULT"  is  defined  in  Section  8.

          "FOREIGN  CURRENCY"  means  lawful  money  of a country other than the
placecountry-regionUnited  States.

          "FOREIGN  SUBSIDIARY"  means  any  Subsidiary  which is not a Domestic
Subsidiary.

          "FORMULA ADVANCE" or "FORMULA ADVANCES" means an advance (or advances)
made  pursuant  to  Section  2.2(a)  hereof.

           "FUNDING  DATE" is any date on which a Credit Extension is made to or
on  account  of  Borrower  which  shall  be  a  Business  Day.

          "FX  BUSINESS  DAY"  is  any  day  when  (a)  Bank's  Foreign Exchange
Department  is conducting its normal business and (b) the Foreign Currency being
purchased  or  sold  by Borrower is available to Bank from the entity from which
Bank  shall  buy  or  sell  such  Foreign  Currency.

          "FX  FORWARD  CONTRACT"  is  defined  in  Section  2.4.

          "FX  RESERVE"  is  defined  in  Section  2.4.

          "GAAP"  is  generally  accepted accounting principles set forth in the
opinions  and  pronouncements of the Accounting Principles Board of the American
Institute  of  Certified Public Accountants and statements and pronouncements of
the  Financial  Accounting  Standards  Board or in such other statements by such
other  Person  as  may  be  approved  by a significant segment of the accounting
profession,  which  are  applicable  to  the  circumstances  as  of  the date of
determination.


                                      -28-
<PAGE>
          "GENERAL  INTANGIBLES"  is all "general intangibles" as defined in the
Code  in  effect  on  the  date  hereof  with such additions to such term as may
hereafter  be  made,  and  includes  without  limitation,  all copyright rights,
copyright  applications,  copyright  registrations  and like protections in each
work  of  authorship  and derivative work, whether published or unpublished, any
patents, trademarks, service marks and, to the extent permitted under applicable
law,  any  applications  therefor,  whether  registered or not, any trade secret
rights,  including  any  rights  to  unpatented inventions, payment intangibles,
royalties,  contract  rights,  goodwill,  franchise agreements, purchase orders,
customer lists, route lists, telephone numbers, domain names, claims, income and
other tax refunds, security and other deposits, options to purchase or sell real
or  personal  property,  rights in all litigation presently or hereafter pending
(whether  in contract, tort or otherwise), insurance policies (including without
limitation  key  man,  property  damage,  and  business interruption insurance),
payments  of  insurance  and  rights  to  payment  of  any  kind.

          "GUARANTOR"  is  any  present  or future guarantor of the Obligations,
including  Eversteam,  Inc.,  Everstream  Holding, Inc. and EHI Patent Co. LLC.,

          "INDEBTEDNESS"  is (a) indebtedness for borrowed money or the deferred
price  of  property or services (other than trade accounts payable not more than
sixty  (60)  days  past  due),  such  as reimbursement and other obligations for
surety  bonds  and letters of credit, (b) obligations evidenced by notes, bonds,
debentures  or  similar  instruments,  (c)  capital  lease  obligations, and (d)
Contingent  Obligations.

          "INSOLVENCY  PROCEEDING"  is  any  proceeding by or against any Person
under  the  United States Bankruptcy Code, or any other bankruptcy or insolvency
law,  including  assignments  for  the  benefit  of  creditors,  compositions,
extensions  generally with its creditors, or proceedings seeking reorganization,
arrangement,  or  other  relief.

          "INTEREST  EXPENSE"  means  for  any  fiscal  period, interest expense
(whether  cash  or non-cash) determined in accordance with GAAP for the relevant
period  ending  on  such  date,  including,  in any event, interest expense with
respect  to  any  Credit  Extension  and  other Indebtedness of Borrower and its
Subsidiaries,  including,  without  limitation  or duplication, all commissions,
discounts,  or  related  amortization and other fees and charges with respect to
letters of credit and bankers' acceptance financing and the net costs associated
with interest rate swap, cap, and similar arrangements, and the interest portion
of  any  deferred  payment  obligation  (including  leases  of  all  types).

          "INVENTORY" is all "inventory" as defined in the Code in effect on the
date  hereof  with  such  additions  to  such term as may hereafter be made, and
includes  without  limitation  all  merchandise, raw materials, parts, supplies,
packing and shipping materials, work in process and finished products, including
without limitation such inventory as is temporarily out of Borrower's custody or
possession  or  in transit and including any returned goods and any documents of
title  representing  any  of  the  above.

          "INVESTMENT"  is  any  beneficial  ownership  interest  in  any Person
(including  stock,  partnership  interest  or  other  securities), and any loan,
advance  or  capital  contribution  to  any  Person.

          "INVESTOR  SUPPORT"  means  it  is  the  clear intention of Borrower's
investors  to  continue  to  fund  the  Borrower  in  the  amounts and timeframe
necessary  to  enable Borrower to satisfy the Obligations as they become due and
payable.


                                      -29-
<PAGE>
          "LETTER  OF CREDIT" means a standby letter of credit issued by Bank or
another  institution  based upon an application, guarantee, indemnity or similar
agreement  on  the  part  of  Bank  as  set  forth  in  Section  2.3.

          "LETTER  OF  CREDIT  APPLICATION"  is  defined  in  Section  2.3(a)

          "LETTER  OF  CREDIT  RESERVE"  has  the  meaning  set forth in Section
2.3(d).

          "LIEN"  is  a  mortgage, lien, deed of trust, charge, pledge, security
interest  or  other  encumbrance.

           "LOAN  DOCUMENTS"  are,  collectively, this Agreement, the Perfection
Certificate,  any  note,  or  notes,  security  agreement,  pledge  agreement or
guaranties  executed  by  Borrower  or  any  Guarantor, and any other present or
future  agreement  between Borrower any Guarantor and/or for the benefit of Bank
in  connection  with  this  Agreement,  all  as  amended, restated, or otherwise
modified.

           "MATERIAL  ADVERSE  CHANGE"  is  (a)  a  material  impairment  in the
perfection  or priority of Bank's Lien in the Collateral or in the value of such
Collateral;  (b)  a  material  adverse  change  in  the business, operations, or
condition  (financial or otherwise) of Borrower; or (c) a material impairment of
the  ability  of  Borrower  to  repay  any  portion  of  the  Obligations.

          "NET INCOME" means, as calculated on a consolidated basis for Borrower
and  its  Subsidiaries  for  any period as at any date of determination, the net
profit  (or  loss),  after provision for taxes, of Borrower and its Subsidiaries
for  such  period  taken  as  a  single  accounting  period.

          "NON-FORMULA  ADVANCE"  or "NON-FORMULA ADVANCES" means an advance (or
advances)  made  pursuant  to  Section  2.2(b)  hereof.

           "OBLIGATIONS"  are  Borrower's  obligation to pay when due any debts,
principal,  interest,  Bank Expenses and other amounts Borrower owes Bank now or
later,  whether  under  this  Agreement,  the  Loan  Documents,  or  otherwise,
including,  without  limitation,  all obligations relating to letters of credit,
cash  management services, and foreign exchange contracts, if any, and including
interest  accruing after Insolvency Proceedings begin and debts, liabilities, or
obligations  of  Borrower  assigned  to  Bank, and the performance of Borrower's
duties  under  the  Loan  Documents.

          "OPERATING  DOCUMENTS"  are,  for  any Person, such Person's formation
documents,  as  certified  with the Secretary of State of such Person's state of
formation on a date that is no earlier than 30 days prior to the Effective Date,
and,  (a)  if  such  Person is a corporation, its bylaws in current form, (b) if
such  Person  is  a  limited  liability  company,  its limited liability company
agreement  (or  similar agreement), and (c) if such Person is a partnership, its
partnership  agreement  (or  similar  agreement), each of the foregoing with all
current  amendments  or  modifications  thereto.

          "PAYMENT/ADVANCE FORM" is that certain form attached hereto as Exhibit
                                                                         -------
B.
--
          "PERFECTION  CERTIFICATE"  is  defined  in  Section  5.1.

          "PERMITTED  INDEBTEDNESS"  is:

          (a)     Borrower's  Indebtedness  to Bank under this Agreement and the
other  Loan  Documents;


                                      -30-
<PAGE>
          (b)     Indebtedness  existing  on the Effective Date and shown on the
Perfection  Certificate;

          (c)     Subordinated  Debt;

          (d)     unsecured  Indebtedness to trade creditors and with respect to
surety  bonds  and  similar  obligations  incurred  in  the  ordinary  course of
business;

          (e)     Indebtedness  incurred  as  a  result  of endorsing negotiable
instruments  received  in  the  ordinary  course  of  business;

          (f)     Indebtedness  incurred by Foreign Subsidiaries of the Borrower
for  working  capital of such Subsidiaries in an aggregate principal amount that
does  not  exceed,  as  to  all  such  Subsidiaries,  $500,000  at  any one time
outstanding;

          (g)     Indebtedness  in  an  aggregate principal amount not to exceed
$1,000,000  secured  by  Permitted  Liens;

          (h)     Indebtedness  owing  by a Subsidiary to Borrower or Contingent
Obligations  incurred  by  Borrower  with  respect  to  Indebtedness  or  other
obligations  of  a  Subsidiary,  in  each  case  to  the  extent constituting an
Investment  permitted  by  Section  7.7  hereof;

          (h)     Indebtedness  in  respect  of  insurance  premium  financing
arrangements  incurred  in  the  ordinary  course of business provided that such
Indebtedness  does  not  exceed  the  unpaid  amount  of  such  premiums;  and

          (j)     all  extensions,  renewals  and  refinancings  of Indebtedness
permitted by (b) through (d) above provided that (i) any such extension, renewal
and  refinancing  does  not  increase  the  outstanding  principal  amount  of
Indebtedness  so  extended,  renewed  or  refinanced,  (ii)  any such extension,
renewal  and  refinancing  does  mature  earlier  than Indebtedness so extended,
renewed  or  refinanced  and  (iii)  if the Indebtedness so extended, renewed or
refinanced  is  Subordinated  Debt,  such  extension,  renewal  or  refinancing
Indebtedness  is subordinated in right of payment to the Obligations on terms no
less  favorable  to  Bank  than  the  Subordinated  Debt so extended, renewed or
refinanced.

          "PERMITTED  INVESTMENTS"  are:

          (a)     Investments  shown  on the Perfection Certificate and existing
on  the  Effective  Date;

          (b)     Investments  consisting  of  (i) marketable direct obligations
issued  or  unconditionally guaranteed by the United States or its agency or any
State  maturing  within  1  year  from  its  acquisition,  (ii) commercial paper
maturing  no  more  than 1 year after its creation and having the highest rating
from  either  Standard  & Poor's Corporation or Moody's Investors Service, Inc.,
and  (iii)  Bank's  certificates  of deposit issued maturing no more than 1 year
after  issue;

          (c)     Promissory  notes  received  as  non-cash  consideration  for
dispositions  of  assets  otherwise  permitted  by  this  Agreement;


                                      -31-
<PAGE>
          (d)     Investments  received  in  connection  with  bankruptcies,
reorganizations or settlement of delinquent accounts and disputes with customers
or  suppliers,  in  the  ordinary  course  of  business;  and

          (e)     Investments in the forms of loans and advances made to
employees of Borrower (i) that do not exceed $25,000 in principal amount at any
one time outstanding or (ii) are made for travel, entertainment or similar
expenses incurred in the ordinary course of business.

          "PERMITTED  LIENS"  are:

          (a)     Liens  existing  on  the  Effective  Date  and  shown  on  the
Perfection  Certificate  or  arising  under  this  Agreement  and the other Loan
Documents;

          (b)     Liens for taxes, fees, assessments or other government charges
or  levies, either not delinquent or being contested in good faith and for which
Borrower maintains adequate reserves on its Books, if they have no priority over
                                                   --
any  of  Bank's  security  interests;

          (c)     Purchase  money  Liens  (i)  on  Equipment acquired or held by
Borrower  or  its  Subsidiaries  incurred  for  financing the acquisition of the
Equipment  or  incurred  within  one  hundred  twenty  (120)  days  after  such
acquisitions,  provided  that  the  aggregate  principal  amount of Indebtedness
secured by such Liens does not exceed $1,000,000 at any one time outstanding, or
(ii)  existing  on  Equipment  when  acquired,  if  the  Lien is confined to the
                                                --
property  and  improvements  and  the  Proceeds  of  the  Equipment;

          (d)     Licenses  or  sublicenses  granted  in  the ordinary course of
Borrower's business and any interest or title of a licensor or under any license
or  sublicense,  if the licenses and sublicenses permit granting Bank a security
                 --
interest;

          (e)     Leases  or  subleases  granted  in  the  ordinary  course  of
Borrower's  business, including in connection with Borrower's leased premises or
leased  property;

          (f)     Liens  on  the  property  of  Subsidiaries  organized  in
jurisdictions  other  than  the  placecountry-regionUnited  States  and securing
Indebtedness  described  in  clause  (f)  of  the  definition  of  Permitted
Indebtedness;

          (g)     Liens  on  insurance  policy  refunds  securing  Indebtedness
permitted  by  clause  (h)  of  the  definition of "Permitted Indebtedness"; and

          (h)     Liens incurred in the extension, renewal or refinancing of the
indebtedness  secured  by Liens described in (a) through (c), but any extension,
                                                              ---
renewal  or  replacement  Lien must be limited to the property encumbered by the
existing  Lien  and  the  principal amount of the indebtedness may not increase.

          "PERSON"  is any individual, sole proprietorship, partnership, limited
liability  company,  joint venture, company, trust, unincorporated organization,
association,  corporation,  institution, public benefit corporation, firm, joint
stock  company,  estate,  entity  or  government  agency.

          "PRIME  RATE"  is Bank's most recently announced "prime rate," even if
it  is  not  Bank's  lowest  rate.


                                      -32-
<PAGE>
          "QUICK  ASSETS" is, on any date, Borrower's consolidated, unrestricted
cash,  Cash  Equivalents,  net  billed  accounts receivable and investments with
maturities  of  fewer  than  12  months  determined  according  to  GAAP.

          "REGISTERED  ORGANIZATION" is any "registered organization" as defined
in  the  Code  with  such  additions  to  such  term  as  may hereafter be made.

          "RESERVES" are means, as of any date of determination, such amounts as
Bank  may  from  time  to  time  establish and revise in its good faith business
judgment,  reducing  the  amount of Loans, Letters of Credit and other financial
accommodations  which would otherwise be available to Borrower under Section 2.2
hereof:  (a)  to  reflect  events,  conditions, contingencies or risks which, as
determined  by  Bank  in  its  good faith business judgment, do or may adversely
affect  (i)  the  Collateral  or  any  other  property which is security for the
Obligations  or  its  value  (including  without  limitation  any  increase  in
delinquencies  of  Accounts), (ii) the assets, business or prospects of Borrower
or  any  guarantor of the Obligations, or (iii) the security interests and other
rights  of  Bank in the Collateral (including the enforceability, perfection and
priority  thereof);  or  (b)  to  reflect  Bank's  good  faith  belief  that any
collateral report or financial information furnished by or on behalf of Borrower
or  any  Guarantor  to  Bank  is  or  may  have  been  incomplete, inaccurate or
misleading  in  any  material  respect;  or (c) in respect of any state of facts
which Bank determines in good faith constitutes an Event of Default or may, with
notice  or  passage  of  time  or  both,  constitute  an  Event  of  Default.

          "RESPONSIBLE  OFFICER"  is  any  of  the  Chief  Executive  Officer,
President,  Chief  Financial  Officer  and  Controller  of  Borrower.

          "REVOLVING  LINE"  is an Advance or Advances in an aggregate amount of
up  to  $10,000,000  outstanding  at  any  time.

          "REVOLVING LINE MATURITY DATE" is the earlier of (a) 364 days from the
Effective  Date; provided, however, that upon the closing of a Subsequent Equity
Offering,  the  Revolving  Line Maturity Date shall be automatically extended to
the  second  anniversary  of  the  Effective Date or (b) the acceleration of the
Obligations  pursuant  to  Section  9.1(a)  hereof.

           "SECURITIES  ACCOUNT"  is  any "securities account" as defined in the
Code  with  such  additions  to  such  term  as  may  hereafter  be  made.

          "STREAMLINE  PERIOD"  means  any period during which the cash and cash
equivalents maintained by Borrower and its Subsidiaries on deposit with Bank and
its  affiliates  (the "Cash Deposits") is greater than the aggregate outstanding
principal  amount  of  the  Credit  Extensions.  Except  as  provided  below  a
Streamline  Period (a) begins when the Cash Deposits have exceeded the aggregate
outstanding  principal  amount  of  the Credit Extensions for a period of thirty
(30)  consecutive  days  and (b) ends on the earlier to occur of (i) the date on
which  the  aggregate  outstanding  principal  amount  of  the Credit Extensions
exceeds  the amount of Cash Deposits by more than $1,000,000 or (ii) the date on
which  the  aggregate outstanding principal amount of the Credit Extensions have
exceeded  the  Cash  Deposits  for  ten  (10)  consecutive  Business  Days.

          "SETTLEMENT  DATE"  is  defined  in  Section  2.4.

          "SUBORDINATED  DEBT" is indebtedness incurred by Borrower subordinated
to  all  of  Borrower's  now  or  hereafter  indebtedness to Bank (pursuant to a
subordination,  intercreditor,  or other similar agreement in form and substance
satisfactory to Bank entered into between Bank and the other creditor), on terms
acceptable  to  Bank.


                                      -33-
<PAGE>
          "SUBSEQUENT  EQUITY  OFFERING"  means  an issuance (whether private or
public)  of  common  equity  of  Borrower  in  which  Borrower  receives, in the
aggregate,  at  least  $10,000,000  of  net  proceeds  excluding any bridge debt
financing  except  to  the  extent  actually  converted  to  equity in Borrower.

           "SUBSIDIARY"  means,  with respect to any Person, any Person of which
more  than  50%  of  the  voting  stock  or  other  equity interests is owned or
controlled,  directly or indirectly, by such Person or one or more Affiliates of
such  Person.

          "TANGIBLE NET WORTH" is, on any date, the consolidated total assets of
Borrower  and  its  Subsidiaries  minus  (a)  any  amounts  attributable  to (i)
                                  -----
goodwill, (ii) intangible items including unamortized debt discount and expense,
patents,  trade  and  service  marks  and  names,  copyrights  and  research and
development  expenses  except prepaid expenses, (iii) notes, accounts receivable
and  other  obligations  owing to Borrower from its officers or other Affiliates
(other  than  Subsidiaries), and (iv) reserves not already deducted from assets,
minus  (b)  Total  Liabilities,  plus  (c)  Subordinated  Debt.
-----                            ----

           "TOTAL  LIABILITIES"  is  on  any day, obligations that should, under
GAAP,  be  classified  as  liabilities on Borrower's consolidated balance sheet,
including  all  Indebtedness, and current portion of Subordinated Debt permitted
by  Bank  to  be  paid  by  Borrower, but excluding all other Subordinated Debt.

          "TRANSACTION  REPORT"  is that certain form attached hereto as Exhibit
                                                                         -------
D.
-

          "TRANSFER"  is  defined  in  Section  7.1.

                                 [Signature page follows.]


                                      -34-
<PAGE>
          IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to
be  executed  as  of  the  Effective  Date.

BORROWER:

CONCURRENT COMPUTER CORPORATION

By /s/ Greg Wilson
  ---------------------------------
  Name: Greg Wilson
  Title: CFO


BANK:

SILICON VALLEY BANK

By /s/  JC  Boyanton
  --------------------------------------
  Name: JC Boyanton
  Title: VP
  Effective  Date:  December  22,  2006

                [Signature page to Loan and Security Agreement]


<PAGE>
                                    EXHIBIT A
                                    ---------

     The  Collateral  consists of all of Borrower's right, title and interest in
and  to  the  following  personal  property:

All  goods,  Accounts (including health-care receivables), Equipment, Inventory,
contract  rights  or  rights  to  payment  of money, leases, license agreements,
franchise  agreements,  General  Intangibles, commercial tort claims, documents,
instruments (including any promissory notes), chattel paper (whether tangible or
electronic),  cash,  deposit  accounts,  [all Pledged CDs,] fixtures, letters of
credit  rights  (whether or not the letter of credit is evidenced by a writing),
securities,  and  all  other  investment  property,  supporting obligations, and
financial  assets,  whether  now  owned or hereafter acquired, wherever located;
[and]

all  Borrower's  Books relating to the foregoing, and any and all claims, rights
and  interests  in  any  of  the  above  and  all  substitutions for, additions,
attachments,  accessories,  accessions  and  improvements  to  and replacements,
products,  proceeds  and  insurance  proceeds  of  any  or all of the foregoing.


                                        1
<PAGE>
                                   EXHIBIT B
                                   ---------

                        LOAN PAYMENT/ADVANCE REQUEST FORM
                        ---------------------------------

                DEADLINE FOR SAME DAY PROCESSING IS NOON P.S.T.

Fax To:  (404) 467-1471                             Date: _____________________


--------------------------------------------------------------------------------
LOAN PAYMENT:


From Account #________________________     To Account #_________________________
                (Deposit Account #)                        (Loan Account #)

Principal $_____________________ and/or Interest $______________________________

AUTHORIZED SIGNATURE: _____________________    Phone Number: ___________________

Print Name/Title: _____________________

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN ADVANCE:

Complete Outgoing Wire Request section below if all or a portion of the funds
from this loan advance are for an outgoing wire.

From Account #________________________     To Account #_________________________
                  (Loan Account #)                        (Deposit Account #)

Amount of Advance $___________________________

     All  Borrower's  representations  and  warranties  in the Loan and Security
Agreement are true, correct and complete in all material respects on the date of
the  request  for an advance; provided, however, that such materiality qualifier
shall  not  be applicable to any representations and warranties that already are
qualified  or modified by materiality in the text thereof; and provided, further
that those representations and warranties expressly referring to a specific date
shall  be  true, accurate and complete in all material respects as of such date:

AUTHORIZED SIGNATURE: _____________________    Phone Number: ___________________

Print Name/Title: _____________________

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OUTGOING WIRE REQUEST:

COMPLETE ONLY IF ALL OR A PORTION OF FUNDS FROM THE LOAN ADVANCE ABOVE IS TO BE
WIRED.
Deadline for same day processing is noon, P.S.T.

Beneficiary Name: _______________________  Amount of Wire: $____________________

Beneficiary Bank: _______________________  Account Number: _____________________

City and State: _________________________  Beneficiary Bank
                                           Transit (ABA) #: ____________________

Beneficiary Bank Code (Swift, Sort, Chip, etc.): _______________________________
                                                 (FOR INTERNATIONAL WIRE ONLY)

Intermediary Bank: _______________________ Transit (ABA) #: ____________________

For Further Credit to: _________________________________________________________

Special Instruction: ___________________________________________________________

By  signing  below,  I  (we)  acknowledge and agree that my (our) funds transfer
request  shall  be  processed  in  accordance  with and subject to the terms and
conditions  set  forth  in the agreements(s) covering funds transfer service(s),
which  agreements(s)  were  previously  received  and  executed  by  me  (us).

Authorized Signature: ___________________  2nd Signature
                                           (if required): ______________________

Print Name/Title: _______________________  Print Name/Title: ___________________

Telephone #: ____________________________  Telephone #: ________________________

--------------------------------------------------------------------------------


                                       1
<PAGE>
                                   EXHIBIT D
                                  ----------

                               TRANSACTION REPORT


<PAGE>
                                   EXHIBIT E
                                   ---------

                             COMPLIANCE CERTIFICATE

TO:    SILICON VALLEY BANK                            Date: ___________________
FROM:  CONCURRENT COMPUTER CORPORATION

     The  undersigned  authorized  officer  of  CONCURRENT  COMPUTER CORPORATION
("Borrower")  certifies  that  under  the  terms  and conditions of the Loan and
Security  Agreement between Borrower and Bank (the "Agreement"), (1) Borrower is
in  complete  compliance for the period ending _______________ with all required
covenants  except  as  noted  below, (2) there are no Events of Default, (3) all
representations  and  warranties  in  the  Agreement are true and correct in all
material  respects  on  this date except as noted below; provided, however, that
such  materiality  qualifier  shall not be applicable to any representations and
warranties  that  already  are  qualified or modified by materiality in the text
thereof;  and  provided,  further  that  those  representations  and  warranties
expressly  referring  to a specific date shall be true, accurate and complete in
all  material  respects  as  of  such  date,  (4)  Borrower,  and  each  of  its
Subsidiaries,  has  timely  filed  all  required  tax  returns  and reports, and
Borrower  has  timely  paid  all  foreign,  federal,  state  and  local  taxes,
assessments,  deposits  and  contributions  owed by Borrower except as otherwise
permitted  pursuant  to  the  terms  of Section 5.9 of the Agreement, and (5) no
Liens  have  been  levied  or  claims  made  against  Borrower  or  any  of  its
Subsidiaries  relating  to unpaid employee payroll or benefits of which Borrower
has  not  previously  provided  written  notification  to Bank. Attached are the
required  documents supporting the certification. The undersigned certifies that
these  are  prepared in accordance with generally GAAP consistently applied from
one  period  to  the  next  except  as  explained  in  an accompanying letter or
footnotes.  The  undersigned acknowledges that no borrowings may be requested at
any time or date of determination that Borrower is not in compliance with any of
the  terms  of  the Agreement, and that compliance is determined not just at the
date  this  certificate  is  delivered. Capitalized terms used but not otherwise
defined  herein  shall  have  the  meanings  given  them  in  the  Agreement.

<TABLE>
<CAPTION>
PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN.
-------------------------------------------------------------------------------------------------------
REPORTING COVENANT                                        REQUIRED                             COMPLIES
--------------------------------------------------------  -----------------------------------  --------
<S>                                                       <C>                                  <C>

Transaction Report                                        Monthly during a Streamline Period   Yes   No
                                                          and otherwise weekly and upon
                                                          delivery of each advance request
--------------------------------------------------------  -----------------------------------  --------

Monthly financial statements with Compliance Certificate  Monthly within 30 days               Yes   No

--------------------------------------------------------  -----------------------------------  --------

Annual audited financial statement                        FYE within 120 days                  Yes   No

--------------------------------------------------------  -----------------------------------  --------

10-Q, 10-K and 8-K                                        Within 5 days after filing with SEC  Yes   No

--------------------------------------------------------  -----------------------------------  --------

Transaction Report, A/R and A/P aging                     Monthly within 30 days               Yes   No

--------------------------------------------------------  -----------------------------------  --------

Def. Revenue Schedule                                     Quarterly within 30 days             Yes   No

-------------------------------------------------------------------------------------------------------

The following Intellectual Property was registered after the Effective Date (if no registrations,
state "None")

____________________________________________________________________________________
-------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
FINANCIAL COVENANT                    REQUIRED             ACTUAL              COMPLIES
------------------------------------  -------------------  ------------------  --------
<S>                                   <C>                  <C>                 <C>
Minimum Monthly Quick Ratio           1.25:1.00            _________:1.00      Yes   No
------------------------------------  -------------------  ------------------  --------
Minimum Quarterly Tangible Net Worth
                                      $__________________  $_________________  Yes   No
---------------------------------------------------------------------------------------
</TABLE>

     The following financial covenant analyses and information set forth in
Schedule 1 attached hereto are true and accurate as of the date of this
Certificate.

     The following are the exceptions with respect to the certification above:
(If no exceptions exist, state "No exceptions to note.")


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


CONCURRENT COMPUTER CORPORATION             BANK USE ONLY

By: ___________________________________     Received by: _______________________

Name: _________________________________     Date: ______________________________

Title: ________________________________     Verified: __________________________

                                            Date: ______________________________

                                            Compliance Status:  Yes     No


<PAGE>
                      SCHEDULE 1 TO COMPLIANCE CERTIFICATE
                      ------------------------------------

                         FINANCIAL COVENANTS OF BORROWER
                         -------------------------------

Dated:     ____________________

I.     ADJUSTED QUICK RATIO (Section 6.9(a))

Required:     1.25:1.00

Actual:

<TABLE>
<CAPTION>
<S>  <C>                                                                                              <C>
A.   Aggregate value of the unrestricted cash and cash equivalents of Borrower and its Subsidiaries   $_____________

B.   Aggregate value of the net billed accounts receivable of Borrower and its Subsidiaries           $_____________

C.   Quick Assets (the sum of lines A and B)                                                          $_____________

D.   Aggregate value of current liabilities of Borrower and its Subsidiaries (including all amounts
     outstanding on the Revolving Line)                                                               $_____________

E.   Aggregate value of current deferred revenue                                                      $_____________

F.   Adjusted Current Liabilities (line D minus line E)                                               $_____________

G.   Adjusted Quick Ratio (line C divided by line F)                                                  $_____________
</TABLE>

Is line G equal to or greater than 1.25:1:00?       ______ No, not in compliance
                                                       ______ Yes, in compliance


II.     TANGIBLE NET WORTH (Section 6.9(b))

Required:  $_________________

Actual:

<TABLE>
<CAPTION>
<S>  <C>                                                                     <C>
A.   Aggregate value of liabilities of Borrower and its Subsidiaries         $_____________

B.   Aggregate value of Subordinated Debt of Borrower and its Subsidiaries   $_____________

C.   Adjusted Liabilities (line A minus line B)                              $_____________

D.   Aggregate value of total assets of Borrower and its Subsidiaries        $_____________

E.   Aggregate value of goodwill of Borrower and its Subsidiaries            $_____________

F.   Aggregate value of intangible assets of Borrower and its Subsidiaries   $_____________

G.   Aggregate value of any reserves not already deducted from assets        $_____________

H.   Adjusted Assets (line D minus line E minus line F minus line G)         $_____________

I.   Tangible Net Worth (line H minus line D)                                $_____________
</TABLE>

Is line I equal to or greater than Required Tangible Net Worth?
                                                    ______ No, not in compliance
                                                       ______ Yes, in compliance