[GRAPHIC OMITTED]
                               SILICON VALLEY BANK
                           SPECIALTY FINANCE DIVISION

                     ACCOUNTS RECEIVABLE FINANCING AGREEMENT

     This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the "Agreement"), dated as of
May 30, 2001 is between  Silicon  Valley  Bank,  Specialty  Finance  Division of
("Bank"),  and TANISYS  TECHNOLOGY,  INC. a Wyoming  corporation,  ("Borrower"),
whose  address is 12201  Technology  Blvd.,  Austin,  Texas 78727 and with a FAX
number of (512) 257-5348.

1.   Definitions. In this Agreement:

     "Accounts" are all existing and later arising  accounts,  contract  rights,
and other  obligations  owed  Borrower in  connection  with its sale or lease of
goods  (including  licensing  software  and other  technology)  or  provision of
services, all credit insurance,  guaranties,  other security and all merchandise
returned or reclaimed by Borrower and  Borrower's  Books  relating to any of the
foregoing.

     "Account Debtor" is defined in the California  Uniform  Commercial Code and
shall include any person liable on any Financed Receivable, such as, a guarantor
of the  Financed  Receivable  and any  issuer of a letter of credit or  banker's
acceptance.

     "Adjustments"   are   all   discounts,   allowances,   returns,   disputes,
counterclaims,  offsets,  defenses,  rights of  recoupment,  rights  of  return,
warranty  claims,  or short  payments,  asserted  by or on behalf of any Account
Debtor for any Financed Receivable.

     "Advance" is defined in Section 2.2.

     "Advance Rate" is (i) 80% on eligible domestic  Account's,  net of deferred
revenue and offsets  related to each specific  Account  Debtor,  and (ii) 70% on
eligible foreign Account's,  net of deferred revenue and offsets related to each
specific Account Debtor or another  percentage as Bank establishes under Section
2.2.

     "Applicable  Rate" is a rate per annum equal to the "Prime  Rate" plus 1.50
percentage  points,  provided,  however,  if for the  4th  fiscal  quarter  2001
Borrower is able to maintain 90% of its planned  revenue (the  "Planned  Revenue
Covenant")  then the  Applicable  Rate  shall be reduced to Prime Rate plus 1.00
percentage  point.  The  Planned  Revenue  Covenant  shall be tested each fiscal
quarter  thereafter and if Borrower is not able to maintain the Planned  Revenue
Covenant the  Applicable  Rate will increase to Prime Rate plus 1.50  percentage
points for the quarter following the missed Planned Revenue Covenant.

     "Borrower's  Books" are all Borrower's books and records including ledgers,
records  regarding  Borrower's assets or liabilities,  the Collateral,  business
operations  or financial  condition  and all  computer  programs or discs or any
equipment containing the information.

     "Code" is the California Uniform Commercial Code.

     "Collateral" is attached as Exhibit "A".

     "Collateral Handling Fee" is defined in Section 3.5.

     "Collections"  are all  funds  received  by Bank  from or on  behalf  of an
Account Debtor for Financed Receivables.

     "Compliance Certificate" is attached as Exhibit "B".


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<PAGE>

     "Early Termination Fee" is defined in Section 3.6.

     "Event of Default" is defined in Section 9.

     "Facility"  is an  extension  of  credit  by Bank to  Borrower  in order to
finance receivables with an aggregate Account Balance not exceeding the Facility
Amount.

     "Facility Amount" is $2,500,000.

     "Facility Period" is the period beginning on this date and continuing until
May 29,  2002,  unless the period is  terminated  sooner by Bank with  notice to
Borrower or by Borrower under Section 3.5.

     "Finance Charge" is defined in Section 3.2.

     "Financed Receivables" are all those accounts, receivables,  chattel paper,
instruments, contract rights, documents, general intangibles, letters of credit,
drafts, bankers acceptances,  and rights to payment, and all proceeds, including
their  proceeds  (collectively  "receivables"),  which Bank finances and make an
Advance.  A Financed  Receivable stops being a Financed  Receivable (but remains
Collateral)  when the Advance made for the Financed  Receivable has been finally
paid.

     "Financed Receivable Balance" is the total outstanding amount, at any time,
of all Financed Receivables.

     "Guarantor" means any guarantor of the Obligations.

     "Ineligible Receivable" is any accounts receivable:

     (A)  that is unpaid (90) calendar days after the invoice date; or

     (B)  that is owed by an Account  Debtor  that has  filed,  or has had filed
          against  it,  any  bankruptcy  case,  assignment  for the  benefit  of
          creditors,  receivership,  or Insolvency  Proceeding or who has become
          insolvent (as defined in the United States  Bankruptcy Code) or who is
          generally not paying its debts as they become due; or

     (C)  for which there has been any breach of warranty or  representation  in
          Section 6 or any breach of any covenant in this Agreement; or

     (D)  for which the Account Debtor asserts any discount,  allowance, return,
          dispute, counterclaim,  offset, defense, right of recoupment, right of
          return, warranty claim, or short payment.

     "Insolvency  Proceeding" are proceedings 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.

     "Invoice Transmittal" shows accounts receivable which Bank may finance and,
for each  receivable,  includes the Account  Debtor's,  name,  address,  invoice
amount,  invoice date and invoice number and is signed by Borrower's  authorized
representative.

     "Lockbox" is described in Section 6.2.

     "Minimum Finance Charge" is $4,000.

     "Obligations"  are all advances,  liabilities,  obligations,  covenants and
duties  owing,  arising,  due or payable by  Borrower to Bank now or later under
this  Agreement  or  any  other  document,   instrument  or  agreement,  account
(including  those  acquired by  assignment)  primary or  secondary,  such as all
Advances,  Finance  Charges,  Administrative  Fees,  interest,  fees,  expenses,
professional fees and attorneys' fees or other.

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

     "Reconciliation Day" is the last calendar day of each month.

     "Reconciliation Period" is each calendar month.


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2.   Financing of Accounts Receivable.

     2.1. Request for Advances.  During the Facility Period,  Borrower may offer
     accounts receivable to Bank, if there is not an Event of Default.  Borrower
     will deliver an Invoice Transmittal for each accounts receivable it offers.
     Bank may rely on information on or with the Invoice Transmittal.

     2.2.  Acceptance of Accounts  Receivable.  Bank is not obligated to finance
     any  accounts  receivable.  Bank may approve any  Account  Debtor's  credit
     before  financing any receivable.  When Bank accepts a receivable,  it will
     pay Borrower the Advance Rate times the face amount of the receivable  (the
     "Advance").  Bank may,  in its  discretion,  change the  percentage  of the
     Advance  Rate.  When  Bank  makes an  Advance,  the  receivable  becomes  a
     "Financed Receivable." All representations and warranties in Section 6 must
     be true as of the date of the Invoice Transmittal and of the Advance and no
     Event  of  Default  exists  would  occur as a result  of the  Advance.  The
     aggregate  amount of all Financed  Receivables  outstanding at any time may
     not exceed the Facility Amount.

3.   Collections,  Finance Charges,  Remittances and Fees. The Obligations shall
be subject to the following fees and Finance  Charges.  Fees and Finance Charges
may, in Bank's discretion, be charged as an Advance, and shall thereafter accrue
fees and Finance Charges as described below. Bank may, in its discretion, charge
fee and Finance Charges to Borrower's deposit account maintained with Bank.

     3.1. Collections.  Collections will be credited to the Financed Receivables
     Balance, but if there is an Event of Default, Bank may apply Collections to
     the Obligation in any order it chooses. If Bank receives a payment for both
     Financed Receivable and a non Financed Receivable,  the funds will first be
     applied  to the  Financed  Receivable  and,  if  there  is not an  Event of
     Default,  the excess will be remitted to the  Borrower,  subject to Section
     3.10.

     3.2. Finance Charges. In computing Finance Charges on the Obligations,  all
     Collections  received by Bank shall be deemed applied by Bank on account of
     the Obligations 3 Business Days after receipt of the Collections.  Borrower
     will pay a finance charge (the "Finance  Charge"),  which is the greater of
     (i) the  Applicable  Rate  times the  number of days in the  Reconciliation
     Period times the outstanding  average daily Financed Receivable Balance for
     that  Reconciliation  Period or (ii) the Minimum Finance  Charge.  After an
     Event of  Default,  Obligations  accrue  interest  at 5  percent  above the
     Applicable Rate effective immediately before the Event of Default.

     3.3.  Intentionally omitted.

     3.4. Intentionally omitted.

     3.5. Collateral Handling Fee. On each Reconciliation Day, Borrower will pay
     to Bank a collateral  handling fee,  equal to .50% per month of the average
     daily  Financed   Receivable  Balance  outstanding  during  the  applicable
     Reconciliation  Period,  provided,  however,  if for the 4th fiscal quarter
     2001 Borrower is able to maintain 90% the Planned Revenue Covenant then the
     Collateral  Handling  Fee shall be reduced to .375%.  The  Planned  Revenue
     Covenant shall be tested each fiscal quarter  thereafter and if Borrower is
     not able to maintain the Planned Revenue  Covenant the Collateral  Handling
     Fee will  increase to .50% for the  quarter  following  the missed  Planned
     Revenue Covenant.  After an Event of Default,  the Collateral  Handling Fee
     will increase an additional .50% effective  immediately before the Event of
     Default.

     3.6.  Early   Termination  Fee.  A  fully  earned,   non-refundable   early
     termination  fee of  $25,000  is due upon  voluntary  or  involuntary  full
     payment of the  Obligations  and  termination of this Facility prior to May
     29, 2002 unless the  Obligations  are paid in full from an initial  advance
     from a loan agreement with Silicon Valley Bank.

     3.7.  Accounting.  After each  Reconciliation  Period, Bank will provide an
     accounting of the transactions for that  Reconciliation  Period,  including
     the  amount of all  Financed  Receivables,  all  Collections,  Adjustments,
     Finance  Charges,  and the  Collateral  Handling  Fee. If Borrower does not
     object  to the  accounting  in  writing  within  30 days  it is  considered
     correct.  All Finance Charges and other interest and fees calculated on the
     basis of a 360 day year and actual days elapsed.


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<PAGE>

     3.8.  Deductions.  Bank may deduct fees,  finance charges and other amounts
     due from any Advances made or Collections received by Bank.

     3.9.  Intentionally omitted.

     3.10. Account  Collection  Services.  All Borrowers'  receivables are to be
     paid to the same address/or  party and Borrower and Bank must agree on such
     address.  If Bank  collects  all  receivables  and there is not an Event of
     Default or an event  that with  notice or lapse of time will be an Event of
     Default,  within five (5) days of receipt of those  collections,  Bank will
     give Borrower,  the  receivables  collections  it receives for  receivables
     other than Financed  Receivables  and/or amount in excess of the amount for
     which Bank has made an Advance  to  Borrower,  less any amount due to Bank,
     such  as the  Finance  Charge,  Collateral  Handling  Fee and  expenses  or
     otherwise.  This Section does not impose any affirmative duty on Bank to do
     any act other than to turn over amounts.  All  receivables  and collections
     are  Collateral  and if an Event of  Default  occurs,  Bank  need not remit
     collections of Collateral and may apply them to the Obligations.

4.   Repayment of Obligations.

     4.1.  Repayment  on  Maturity.  Borrower  will  repay  each  Advance on the
     earliest of: (a) payment of the Financed  Receivable  in respect  which the
     Advance  was  made,  (b) the  Financed  Receivable  becomes  an  Ineligible
     Receivable, (c) when any Adjustment is made to the Financed Receivable (but
     only to the extent of the  Adjustment  if the  Financed  Receivable  is not
     otherwise  an  Ineligible  Receivable,  or (d) the last day of the Facility
     Period  (including any early  termination).  Each payment will also include
     all  accrued  Finance  Charges on the  Advance  and all other  amounts  due
     hereunder.

     4.2.  Repayment  on Event of  Default.  When there is an Event of  Default,
     Borrower  will,  if Bank demands (or, in an Event of Default  under Section
     9(B),  immediately  without  notice or demand  from Bank)  repay all of the
     Advances.  The demand may, at Bank's  option,  include the Advance for each
     Financed  Receivable  then  outstanding  and all accrued  Finance  Charges,
     Collateral Handling Fees,  attorneys and professional fees, court costs and
     expenses, and any other Obligations.

5.   Power of Attorney.  Borrower  irrevocably  appoints Bank and its successors
     and assigns it attorney-in-fact and authorizes Bank,  regardless of whether
     there has been an Event of Default, to:

     (A)  sell, assign, transfer,  pledge,  compromise,  or discharge all or any
          part of the Financed Receivables:

     (B)  demand,  collect,  sue,  and give  releases to any Account  Debtor for
          monies due and  compromise,  prosecute,  or defend any action,  claim,
          case or proceeding about the Financed Receivables,  including filing a
          claim or voting a claim in any bankruptcy case in Bank's or Borrower's
          name, as Bank chooses:

     (C)  prepare,   file  and  sign  Borrower's  name  on  any  notice,  claim,
          assignment,  demand,  draft,  or notice of or  satisfaction of lien or
          mechanics' lien or similar document;

     (D)  notify all Account Debtors to pay Bank directly;

     (E)  receive, open, and dispose of mail addressed to Borrower;

     (F)  endorse Borrower's name on check or other instruments;

     (G)  execute on Borrower's  behalf any  instruments,  documents,  financing
          statements to perfect Bank's interests in the Financed Receivables and
          Collateral; and

     (H)  do all acts and things necessary or expedient.

6.   Representations, Warranties and Covenants.

     6.1.  Representations and Warranties.  Borrower represents and warrants for
     each Financed Receivable:

          (A)  It is the owner with legal right to sell, transfer and assign it;


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<PAGE>

          (B)  The  correct  amount  is on the  Invoice  Transmittal  and is not
               disputed;

          (C)  Payment is not  contingent  on any  obligation or contract and it
               has fulfilled all its  obligations as of the Invoice  Transmittal
               date;

          (D)  It is  based  on an  actual  sale and  delivery  of goods  and/or
               services  rendered,  due to  Borrower,  it is not  past due or in
               default, has not been previously sold, assigned,  transferred, or
               pledged  and  is  free  of  any  liens,  security  interests  and
               encumbrances;

          (E)  There are no defenses,  offsets,  counterclaims or agreements for
               which the Account Debtor may claim any deduction or discount;

          (F)  It reasonably  believes no Account Debtor is insolvent or subject
               to any Insolvency Proceedings;

          (G)  It has not filed or had filed against it  Insolvency  Proceedings
               and does not anticipate any filing;

          (H)  Bank has the right to endorse and/ or require Borrower to endorse
               all payments received on Financed Receivables and all proceeds of
               Collateral.

          (I)  No representation, warranty or other statement of Borrower in any
               certificate  or  written  statement  given to Bank  contains  any
               untrue  statement of a material fact or omits to state a material
               fact   necessary   to  make  the   statement   contained  in  the
               certificates or statement not misleading.

     6.1.1 Additional  Representations  and Warranties.  Borrower represents and
     warrants as follows:

          (A)  Borrower is duly  existing  and in good  standing in its state of
               formation  and  qualified  and licensed to do business in, and in
               good  standing in, any state in which the conduct of its business
               or its ownership of property  requires that it be qualified.  The
               execution,  delivery and  performance  of this Agreement has been
               duly   authorized,   and  does  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 or by which it is
               bound.

          (B)  Borrower has good title to the  Collateral.  All  inventory is in
               all material respects of good and marketable  quality,  free from
               material defects.

          (C)  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 G, T and U
               of the Federal Reserve Board of Governors). Borrower has complied
               with the  Federal  Fair Labor  Standards  Act.  Borrower  has not
               violated  any  laws,  ordinances  or  rules.  None of  Borrower's
               properties  or assets has been used by  Borrower,  to the best of
               Borrower's   knowledge,   by  previous  persons,   in  disposing,
               producing,  storing,  treating,  or  transporting  any  hazardous
               substance  other than  legally.  Borrower  has  timely  filed all
               required tax returns and paid, or made adequate provision to pay,
               all taxes.  Borrower  has 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.

     6.2. Affirmative Covenants. Borrower will do all of the following:

          (A)  Maintain  its  corporate  existence  and  good  standing  in  its
               jurisdictions of incorporation  and maintain its qualification in
               each jurisdiction necessary to Borrower's business or operations.

          (B)  Give Bank at least 10 days prior written notice of changes to its
               name,  organization,   chief  executive  office  or  location  of
               records.

          (C)  Pay all its taxes including gross payroll,  withholding and sales
               taxes when due and will deliver satisfactory  evidence of payment
               if requested.


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          (D)  Provide  a  written  report  within 10 days,  if  payment  of any
               Financed  Receivable  does not occur by its due date and  include
               the reasons for the delay.

          (E)  Give Bank copies of all Forms 10-K, 10-Q and 8-K (or equivalents)
               within  5  days  of  filing  with  the  Securities  and  Exchange
               Commission, while any Financed Receivable is outstanding.

          (F)  Execute any further  instruments  and take further action as Bank
               requests to perfect or continue Bank's  security  interest in the
               Collateral or to effect the purposes of this Agreement.

          (G)  Provide Bank with a Compliance  Certificate  no later than 5 days
               following each quarter end or as requested by Bank.

          (H)  Provide Bank with, as soon as available, (i) but no later than 30
               days following each  Reconciliation  Period,  a company  prepared
               balance  sheet  and  income   statement,   prepared  under  GAAP,
               consistently  applied,  covering Borrower's operations during the
               period  together with an aged listing of accounts  receivable and
               accounts  payable  and (ii) but no later  than 120 days after the
               last  day  of  Borrower's  fiscal  year,   audited   consolidated
               financial statements prepared under GAAP,  consistently  applied,
               together with an unqualified opinion on the financial  statements
               from an independent  certified public  accounting firm reasonably
               acceptable to Bank.

          (I)  Borrower will remit all payment's for Accounts to the Bank by the
               close of  business  on each  Friday  along with a  detailed  cash
               receipts journal and shall  immediately  notify and direct all of
               the  Borrower's  Account  Debtor's  to  make  all  payment's  for
               Borrower's  Accounts to a lockbox  account  established  with the
               Bank  ("Lockbox")  or  to  wire  transfer   payments  to  a  cash
               collateral  account that Bank controls.  It will be considered an
               immediate  Event of  Default  if the  Lockbox  is not  set-up and
               operational within 45 days from the date of this Agreement.

          (J)  Borrower  will  allow  Bank  to  audit   Borrower's   Collateral,
               including  but not limited to Borrower's  Accounts,  at Borrowers
               expense, no later than 90 days of the execution of this Agreement
               and semi-annually  thereafter.  Provided however,  if an Event of
               Default  has  occurred,  Bank may  audit  Borrower's  Collateral,
               including but not limited to  Borrower's  Accounts at Bank's sole
               discretion  and  without   notification  and  authorization  from
               Borrower.

          (K)  For the quarter ending June 30, 2001,  Borrower will not suffer a
               net loss greater than ($150,000) and for each quarter thereafter,
               Borrower will have a minimum net profit as follows:

               $1.00 for the Quarter ending  September 30, 2001;
               $550,000 for the Quarter ending  December 31, 2001;
               $700,000 for the Quarter ending March 31, 2002; and
               as agreed by Bank and Borrower thereafter.

     6.3. Negative Covenants.  Borrower will not do any of the following without
     Bank's prior written consent:

          (A)  Assign,  transfer,  sell or grant, or permit any lien or security
               interest in the Collateral.

          (B)  Convey,  sell,  lease,  transfer  or  otherwise  dispose  of  the
               Collateral.

          (C)  Create, incur, assume, or be liable for any indebtedness.

          (D)  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,  or use the  proceeds  of any
               Advance  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;  fail to comply with
               the Federal Fair Labor  Standards Act or violate any other law or
               regulation, or permit any of its subsidiaries to do so.

7.  Adjustments.  If any Account Debtor asserts a discount,  allowance,  return,
offset,  defense,  warranty claim, or the like (an  "Adjustment") or if Borrower
breaches  any of the  representations,  warranties  or  covenants  set  forth in


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<PAGE>

Section  6.,  Borrower  will  promptly  advise  Bank.  Borrower  will resell any
rejected,  returned,  returned,  or recovered  personal  property  for Bank,  at
Borrower's expense,  and pay proceeds to Bank. While Borrower has returned goods
that are Borrower  property,  Borrower will segregate and mark them "property of
Silicon  Valley Bank." Bank owns the Financed  Receivables  and until receipt of
payment,  has the  right  to  take  possession  of any  rejected,  returned,  or
recovered personal property.

8. Security Interest.  Borrower grants to Bank a continuing security interest in
all presently and later  acquired  Collateral.  Any security  interest will be a
first priority security interest in the Collateral.

9. Events of Default. Any one or more of the following is an Event of Default.

     (A)  Borrower fails to pay any amount owed to Bank when due;

     (B)  Borrower files or has filed against it any  Insolvency  Proceedings or
          any  assignment  for the benefit of  creditors,  or  appointment  of a
          receiver or custodian for any of its assets;

     (C)  Borrower  becomes  insolvent or is  generally  not paying its debts as
          they become due or is left with unreasonably small capital;

     (D)  Any involuntary lien, garnishment, attachment attaches to the Financed
          Receivables or any Collateral;

     (E)  Borrower breaches any covenant, agreement, warranty, or representation
          is an immediate Event of Default;

     (F)  Borrower is in default  under any  document,  instrument  or agreement
          evidencing  any debt,  obligation  or  liability  in favor of Bank its
          affiliates or vendors  regardless  of whether the debt,  obligation or
          liability is direct or  indirect,  primary or  secondary,  or fixed or
          contingent;

     (G)  An event of default  occurs under any Guaranty of the  Obligations  or
          any material  provision of any Guaranty is not valid or enforceable or
          a Guaranty is repudiated or terminated;

     (H)  A  material  default or Event of Default  occurs  under any  agreement
          between   Borrower  and  any  creditor  of  Borrower   that  signed  a
          subordination agreement with Bank;

     (I)  Any  creditor  that has  signed a  subordination  agreement  with Bank
          breaches any terms of the subordination agreement; or

     (J)  (i) A material  impairment in the perfection or priority of the Bank's
          security interest in the Collateral; (ii) a material adverse change in
          the business,  operations,  or conditions  (financial or otherwise) of
          the Borrower occurs; or (iii) a material impairment of the prospect of
          repayment of any portion of the Advances occurs.

10.  Remedies.

     10.1. Remedies Upon Default.  When an Event of Default occurs, (1) Bank may
     stop financing  receivables or extending  credit to Borrower;  (2) at Banks
     option and on demand,  all or a portion  of the  Obligations  or, for to an
     Event of Default  described  in Section  9(B),  automatically  and  without
     demand,  are due and payable in full; (3) 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;  and (4) Bank may
     exercise  all  rights  and  remedies  under  this  Agreement  and the  law,
     including those of a secured party under the Code, power of attorney rights
     in Section 5 for the  Collateral,  and the right to  collect,  dispose  of,
     sell, lease, use, and realize upon all Financed  Receivables and Collateral
     in any commercial manner.  Borrower agrees that any notice of sale required
     to be given to  Borrower  is deemed  given if at least five days before the
     sale may be held.

     10.2. 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 guaranties held by
     Bank on which Borrower is liable.


                                       7
<PAGE>

     10.3.  Default  Rate.  If any amount is not paid when due, the amount bears
     interest at the Applicable  Rate plus five percent until the earlier of (a)
     payment in good funds or (b) entry of a final  judgment  when the principal
     amount of any money  judgment  will accrue  interest  at the  highest  rate
     allowed by law.

11. Fees,  Costs and Expenses.  The Borrower will pay on demand all fees,  costs
and  expenses  (including  attorneys'  and  professionals  fees  with  costs and
expenses) that Bank incurs from: (a) preparing, negotiating,  administering, and
enforcing this Agreement or related agreement, including any amendments, waivers
or consents, (b) any litigation or dispute relating to the Financed Receivables,
the Collateral,  this Agreement or any other agreement, (c) enforcing any rights
against  Borrower or any  guarantor,  or any Account  Debtor,  (d) protecting or
enforcing  its interest in the Financed  Receivables  or other  Collateral,  (e)
collecting the Financed Receivables and the Obligations,  and (f) any bankruptcy
case or insolvency proceeding involving Borrower,  any Financed Receivable,  the
Collateral, any Account Debtor, or any Guarantor.

12.  Choice of Law,  Venue and Jury Trial  Waiver.  California  law governs this
Agreement.  Borrower and Bank each submit to the exclusive  jurisdiction  of the
State and Federal courts in Santa Clara County, California.

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  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.

13.  Choice of Law, Venue and Jury Trial Waiver.

     13.1.  Choice of Law, Choice of Venue. This Agreement shall be governed by,
     and  construes  in  accordance  with,  the  internal  laws of the  State of
     California,  without  regard to  principles  of conflicts of law.  Borrower
     accepts for itself and in connection with its properties,  unconditionally,
     the exclusive  jurisdiction  of Santa Clara County,  State of California in
     any action,  suit, or proceeding of any kind against it which arises out of
     or by reason of this Agreement.  Borrower  acknowledges that this Agreement
     has been applied for and accepted in the State of California. Additionally,
     Borrower  acknowledges  that any and all Advances  hereunder  shall be made
     from the Bank's  offices in California  and any and all payments to be made
     by Borrower  hereunder  shall be delivered to Bank's offices in California.
     ___________Borrower's Initials

     13.2.  JURY TRAIL  WAIVER.  BORROWER  AND BANK EACH WAIVE  THEIR  ESPECTIVE
     RIGHTS TO A JURY TRAIL OF ANY CLAIM OR CAUSE OF ACTION  ARISING  OUT OF ANY
     OF THIS AGREEMENT OR ANY CONTEMPLATED  TRANSACTIONS.  EACH PARTY RECOGNIZES
     THAT  THIS  WAIVER  IS A  MATERIAL  INDUCEMENT  FOR IT TO ENTER  INTO  THIS
     AGREEMENT.  EACH PARTY  REPRESENTS  THAT IT HAS  REVIEWED  THIS WAIVER WITH
     COUNSEL  AND  THAT IT  KNOWINGLY  AND  VOLUNTARILY  WAIVES  IT  JURY  TRAIL
     RIGHTS.____________ Borrower's Initials

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

14. Notices.  Notices or demands by either party about this Agreement must be in
writing and personally  delivered or sent by an overnight  delivery service,  by
certified  mail  postage  prepaid  return  receipt  requested,  or by FAX to the
addresses  listed at the beginning of this Agreement.  A party may change notice
address by written notice to the other party.

15.  General Provisions.

     15.1.  Successors and Assigns.  This Agreement binds and is for the benefit
     of successors and permitted assigns of each party.  Borrower may not assign
     this Agreement or any rights under it without Bank's prior written  consent
     which may be granted or withheld in Bank's  discretion.  Bank may,  without
     the  consent  of  or  notice  to  Borrower,   sell,   transfer,   or  grant
     participation in any part of Bank's  obligations,  rights or benefits under
     this Agreement.

     15.2.  Indemnification.  Borrower will indemnify,  defend and hold harmless
     Bank and its officers, employees,


                                       8
<PAGE>

     and agents  against:  (a)  obligations,  demands,  claims,  and liabilities
     asserted  by  any  other  party  in   connection   with  the   transactions
     contemplated by this  Agreement;  and (b) losses or expenses  incurred,  or
     paid by  Bank  from or  consequential  to  transactions  between  Bank  and
     Borrower  (including  reasonable  attorneys fees and expenses),  except for
     losses caused by Bank's gross negligence or willful misconduct.

     15.3.  Time of  Essence.  Time is of the  essence  for  performance  of all
     obligations in this Agreement.

     15.4.  Severability  of  Provision.  Each  provision  of this  Agreement is
     severable from every other provision in determining the  enforceability  of
     any provision.

     15.5. Amendments in Writing,  Integration. All amendments to this Agreement
     must be in  writing.  This  Agreement  is the entire  agreement  about this
     subject matter and supersedes prior negotiations or agreements.

     15.6.  Counterparts.  This  Agreement  may be  executed  in any  number  of
     counterparts  and by different  parties on separate  counterparts  and when
     executed and delivered are one Agreement.

     15.7. Survival. All covenants,  representations and warranties made in this
     Agreement  continue in force while any Financed  Receivable  amount remains
     outstanding.  Borrower's  indemnification  obligations  survive  until  all
     statutes of limitations  for actions that may be brought  against Bank have
     run.

     15.8.  Confidentiality.  Bank  will use the same  degree  of care  handling
     Borrower's  confidential  information that it uses for its own confidential
     information,  but may  disclose  information;  (i) to its  subsidiaries  or
     affiliates  in  connection  with  their  business  with  Borrower,  (ii) to
     prospective  transferees  or purchasers  of any interest in the  Agreement,
     (iii) as required by law,  regulation,  subpoena,  or other order,  (iv) as
     required in connection with an examination or audit and (v) as it considers
     appropriate  exercising  the remedies  under this  Agreement.  Confidential
     information does not include  information that is either: (a) in the public
     domain or in Bank's  possession  when  disclosed,  or  becomes  part of the
     public domain after disclosure to Bank; or (b) disclosed to Bank by a third
     party,  if Bank  does not know  that the  third  party is  prohibited  from
     disclosing the information.

     15.9.  Other  Agreements.  This  Agreement may not  adversely  affect Banks
     rights  under any  other  document  or  agreement.  If there is a  conflict
     between this Agreement and any agreement  between  Borrower and Bank,  Bank
     may determine in its sole  discretion  which  provision  applies.  Borrower
     acknowledges that any security agreements,  liens and/or security interests
     securing  payment  of  Borrower's   Obligations   also  secure   Borrower's
     Obligations  under this  Agreement and are not  adversely  affected by this
     Agreement.  Additionally,  (a) any  Collateral  under other  agreements  or
     documents  between Borrower and Bank secures  Borrowers  Obligations  under
     this  Agreement  and (b) a default by Borrower  under this  Agreement  is a
     default under agreements between Borrower and Bank.


BORROWER:  TANISYS TECHNOLOGY, INC.

By  /s/ Terry W. Reynolds
    ---------------------------------------------
Title Vice President and Chief Financial Officer
      -------------------------------------------



BANK:  SILICON VALLEY BANK


By /s/ Lee Shodiss
   ----------------------------------------------
Title Senior Vice President
      -------------------------------------------


                                       9
<PAGE>

                                    EXHIBIT A


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

     All goods and equipment now owned or hereafter acquired, including, without
limitation,  all machinery,  fixtures,  vehicles  (including  motor vehicles and
trailers),  and any  interest  in any of the  foregoing,  and  all  attachments,
accessories,   accessions,   replacements,    substitutions,    additions,   and
improvements to any of the foregoing, wherever located;

     All  inventory,  now  owned  or  hereafter  acquired,   including,  without
limitation,  all  merchandise,  raw  materials,  parts,  supplies,  packing  and
shipping  materials,  work in  process  and  finished  products  including  such
inventory  as is  temporarily  out of  Borrower's  custody or  possession  or in
transit and including any returns upon any accounts or other proceeds, including
insurance  proceeds,  resulting  from  the  sale  or  disposition  of any of the
foregoing and any documents of title representing any of the above;

     All  contract  rights  and  general  intangibles  now  owned  or  hereafter
acquired, including, without limitation,  goodwill,  trademarks,  service marks,
trade  styles,  trade  names,  patents,  patent  applications,  leases,  license
agreements,   franchise  agreements,   blueprints,  drawings,  purchase  orders,
customer lists, route lists, infringements,  claims, computer programs, computer
discs, computer tapes, literature,  reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;

     All  now  existing  and  hereafter  arising   accounts,   contract  rights,
royalties,  license rights and all other forms of obligations  owing to Borrower
arising out of the sale or lease of goods,  the  licensing of  technology or the
rendering of services by Borrower, whether or not earned by performance, and any
and all credit insurance,  guaranties,  and other security therefor,  as well as
all merchandise returned to or reclaimed by Borrower;

     All documents, cash, deposit accounts, securities, securities entitlements,
securities accounts,  investment property,  financial assets, letters of credit,
certificates  of deposit,  instruments  and chattel paper now owned or hereafter
acquired and Borrower's Books relating to the foregoing;

     All copyright rights,  copyright applications,  copyright registrations and
like protections in each work of authorship and derivative work thereof, whether
published  or  unpublished,  now owned or hereafter  acquired;  all trade secret
rights,  including  all rights to  unpatented  inventions,  know-how,  operating
manuals, license rights and agreements and confidential  information,  now owned
or  hereafter  acquired;  all mask  work or  similar  rights  available  for the
protection of semiconductor  chips, now owned or hereafter acquired;  all claims
for damages by way of any past,  present and future  infringement  of any of the
foregoing;

     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 and accessions to and proceeds thereof.



                                       10
<PAGE>

                                   Exhibit "B"

                                [GRAPHIC OMITTED]
                               SILICON VALLEY BANK
                           SPECIALTY FINANCE DIVISION

                             Compliance Certificate

I, as authorized officer of TANISYS TECHNOLOGY,  INC. ("Borrower") certify under
the Accounts Receivable  Financing Agreement (the "Agreement")  between Borrower
and Silicon Valley Bank ("Bank") as follows.

Borrower represents and warrants for each Financed Receivable:

     It is the owner with legal right to sell, transfer and assign it;

     The correct amount is on the Invoice Transmittal and is not disputed;

     Payment  is  not  contingent  on  any  obligation  or  contract  and it has
fulfilled all its obligations as of the Invoice Transmittal date;

     It is based  on an  actual  sale and  delivery  of  goods  and/or  services
rendered,  due to  Borrower,  it is not  past  due or in  default,  has not been
previously  sold,  assigned,  transferred,  or pledged and is free of any liens,
security interests and encumbrances;

     There are no defenses,  offsets,  counterclaims or agreements for which the
Account Debtor may claim any deduction or discount;

     It  reasonably  believes no Account  Debtor is  insolvent or subject to any
Insolvency Proceedings;

     It has  not  filed  or had  filed  against  it  proceedings  and  does  not
anticipate any filing;

     Bank has the right to endorse  and/ or  require  Borrower  to  endorse  all
payments received on Financed Receivables and all proceeds of Collateral.

     No  representation,   warranty  or  other  statement  of  Borrower  in  any
certificate or written  statement given to Bank contains any untrue statement of
a  material  fact or  omits  to  state a  material  fact  necessary  to make the
statement contained in the certificates or statement not misleading.

     Additionally, Borrower represents and warrants as follows:

     Borrower is duly  existing  and in good  standing in its state of formation
and qualified and licensed to do business in, and in good standing in, any state
in which the conduct of its business or its ownership of property  requires that
it be qualified.  The execution,  delivery and performance of this Agreement has
been duly authorized,  and do not conflict with Borrower's formations 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 or by
which it is bound.

     Borrower has good title to the Collateral. All inventory is in all material
respects of good and marketable quality, free from material defects.

     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 G, T and U of the Federal Reserve Board of Governors).  Borrower has
complied with the Federal Fair Labor  Standards  Act.  Borrower has not violated
any laws,  ordinances or rules. None of Borrower's properties or assets has been
used by Borrower, to the best of Borrower's  knowledge,  by previous persons, in
disposing, producing, storing, treating, or transporting any hazardous substance
other than legally. Borrower has timely filed all required tax returns and paid,
or made  adequate  provision  to pay,  all  taxes.  Borrower  has  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.

     All representations and warranties in the Agreement are true and correct in
all material respects on this date.

Sincerely,


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SIGNATURE

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TITLE

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DATE


                                       11