Exhibit 10.42  FOURTH MODIFICATION TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT  This Fourth

Modification to Amended and Restated Loan and Security Agreement (the

Modification) is entered into as of January 21, 2004 by and between

Broadvision, Inc., a Delaware corporation (Borrower), and Silicon Valley

Bank, a California-chartered bank (Bank).  1.DESCRIPTION

OF EXISTING INDEBTEDNESS.  Among

other indebtedness which may be owing by Borrower to Bank, Borrower is indebted

to Bank pursuant to that certain Amended and Restated Loan and Security

Agreement dated as of March 31, 2002, as amended by that certain Modification

to Amended and Restated Loan and Security Agreement dated as of

February 28, 2003, that certain Second Modification to Amended and

Restated Loan and Security Agreement dated as of June 30, 2003, and that

certain Third Modification to Amended and Restated Loan and Security Agreement

dated as of June 30, 2003 (as may be further amended from time to time,

the Loan Agreement).  The Loan

Agreement provides for, among other things, a Committed Revolving Line in the

principal amount of Twenty-Seven Million Two Hundred Fifty Thousand Dollars

($27,250,000). Capitalized terms used but not otherwise defined herein shall

have the respective meanings accorded to them in the Loan Agreement; provided

that hereinafter all indebtedness owing by Borrower to Bank under the Loan

Agreement shall be referred to as the Indebtedness.  2.DESCRIPTION

OF COLLATERAL.  Repayment of the

Indebtedness is secured by the Collateral as described in the Loan Agreement

and herein.  Hereinafter, all documents

securing repayment of the Indebtedness, together with all other documents

evidencing or securing the Indebtedness, shall be referred to as the Existing

Loan Documents.  3.DESCRIPTION

OF CHANGES TO TERMS OF EXISTING LOAN DOCUMENTS.  3.1Deposits.  (a)  Bank hereby waives

Borrowers failure to comply with the deposit requirement set forth in Section

6.6 of the Loan Agreement for the quarter ended December 31, 2003.  The foregoing waiver is effective solely as

to this covenant for the quarter ended December 31, 2003 and shall not

constitute a continuing waiver by Bank of its rights under Section 6.6 of the

Loan Agreement or elsewhere in the Existing Loan Documents.  Without limiting the foregoing, Banks waiver

in this Section 3.1 shall not serve as a waiver of Borrowers failure to comply

with the provisions of said Section 6.6 as of any subsequent date.  (b).  Effective as of January 1,

2004, Section 6.6 of the Loan Agreement is hereby amended to read in full as

follows:  6.6Deposits.  Borrower will at all times, until all Obligations are paid in full,

maintain in accounts with Bank and its Affiliates an amount equal to at least

$30,000,000 of Borrowers Unrestricted Cash, net of all borrowings under this

Agreement.  In addition, Borrower will

at all times maintain an operating account with Bank.  3.2Financial

Covenants.  Bank hereby waives

Borrowers failure to comply with the financial covenant set forth in Section

6.7(a)(ii) of the Loan Agreement for the quarter ended December 31,

2003.  The foregoing waiver is effective

solely as to this covenant for the quarter ended December 31, 2003 and shall

not constitute a continuing waiver by Bank of its rights under Section

6.7(a)(ii) of the Loan Agreement or elsewhere in the Existing Loan

Documents.  Without limiting the

foregoing, Banks waiver in this Section 3.2 shall not serve as a waiver of

Borrowers failure to comply with the provisions of said Section 6.7(a)(ii) as

of the end of any future quarter.  3.3Amended

Exhibit C.  Exhibit C of the

Loan Agreement is hereby amended to read in full as attached hereto as

Attachment No. 1.  
   4.CONSISTENT

CHANGES.  The Existing Loan

Documents are hereby amended wherever necessary to reflect the changes

described in Section 3 hereof.  5.NO

DEFENSES OF BORROWER.  Borrower

agrees that, as of the date hereof, it has no defenses against the obligations

to pay any amounts of the Indebtedness.  6.CONTINUING

VALIDITY.  Borrower understands and

agrees that in modifying the Existing Loan Documents, Bank is relying upon

Borrowers representations, warranties and agreements, all as set forth in the

Existing Loan Documents.  Except as

expressly modified pursuant to this Fourth Modification, the terms of the

Existing Loan Documents remain unchanged and in full force and effect, and

hereafter the Existing Loan Documents shall include the terms of this Fourth

Modification as if set forth therein in full. 

Banks agreement to modifications to the Existing Loan Documents

pursuant to this Fourth Modification shall in no way obligate Bank to make any

future modifications to the Existing Loan Documents.  Nothing in this Fourth Modification shall constitute a

satisfaction of the Indebtedness or any portion thereof.  It is the intention of Bank and Borrower to

retain as liable parties all makers and endorsers of Existing Loan Documents,

unless the party is expressly released by Bank in writing, and no maker, endorser

or guarantor will be released by virtue of this Fourth Modification.  The terms of this paragraph apply not only

to this Fourth Modification, but also to all subsequent loan modification

agreements.  7.CONDITION

PRECEDENT TO EFFECTIVENESS.  Before

this Fourth Modification, and Banks and Borrowers respective rights and

obligations hereunder, shall be effective Borrower shall have paid to Bank all

Bank Expenses incurred by Bank in connection with its entering into this Fourth

Modification.   IN WITNESS

WHEREOF, each of the parties hereto has caused its duly authorized

representative to execute and deliver this Fourth Modification as of the date

first set forth above.  BORROWER:

  BANK:BROADVISION, INC.,

  SILICON VALLEY

  BANK,a Delaware

  corporation

  a

  California-chartered bankBy:

  /s/ William E. Meyer

  

  By:

  /s/ Armand ZandName:William E. Meyer

  

  Name:

  Armand ZandTitle:  Chief Financial Officer

  

  Title:

  Vice President  2 
   ATTACHMENT NO. 1  REVISED

FORM OF  EXHIBIT

C  COMPLIANCE CERTIFICATE  TO:

  SILICON VALLEY BANKFROM:

  BROADVISION, INC.DATED:  The

undersigned authorized officer (the Officer) of Broadvision, Inc.

(Borrower) certifies that, under the terms and conditions of the Amended and

Restated Loan and Security Agreement dated as of March 31, 2002 between

Borrower and Bank (as amended from time to time, the Agreement):

(i) Borrower is in complete compliance for the period ending on the date

first set forth above with all required covenants except as noted below and

(ii) all representations and warranties in the Agreement are true and

correct in all material respects on this date. 

In addition, the Officer certifies that Borrower and each Subsidiary (a)

has timely filed all required tax returns and paid, or made adequate provision

to pay, all material taxes, except those being contested in good faith with

adequate reserves under Generally Accepted Accounting Principles (GAAP) and (b)

does not have any legal actions pending or threatened against Borrower or any

Subsidiary which Borrower has not previously notified in writing to Bank.  Attached are the required documents

supporting the certification.  The

Officer certifies that these are prepared in accordance with GAAP consistently

applied from one period to the next except as explained in an accompanying

letter or footnotes.  The Officer

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.  Please indicate

compliance status by circling Yes/No under Complies column.  Reporting Covenants

  

  Required

  

  Complies1.  Interim financial

  statements + CC

  

  Quarterly within 45 days

  

  Yes

  

  No2.  Annual audited financial

  statements + CC

  

  Within 120 days of FYE

  

  Yes

  

  No3.  Schedule of A/R + A/P

  Agings

  

  Quarterly within 45 days

  

  Yes

  

  No4.  Deferred Revenue Schedule

  

  Quarterly within 45 days

  

  Yes

  

  No  Financial Covenants

  

  Required

  

  Actual

  

  Complies1.  Minimum unrestricted

  balance sheet cash

  

  (i)

  $55,000,000 through 9/30/03

  

  

  

  Yes

  

  No(ii)

  $50,000.00 through 12/31/03

  

  

  

  Yes

  

  No(iii)

  $45,000,000 thereafter

  

  

  

  Yes

  

  No2.  Minimum Net Income

  

  (i)

  <$500,000> for quarter ending 6/30/03

  

  

  

  Yes

  

  No(ii)

  $1.00 for each quarter thereafter

  

  

  

  Yes

  

  No  Deposit Covenant

  

  Required

  

  Actual

  

  CompliesDeposits with Bank and its

  Affiliates

  

  An amount equal to at least

  $30,000,000 of Borrowers Unrestricted Cash, net of all borrowings under the

  Agreement

  

  

  

  Yes

  

  NoHave there been updates to Borrowers intellectual property?

  

  

  

  

  

  Yes

  

  No  
     Comments Regarding

Exceptions: 

See Attached.  BANK USE ONLYReceived by:authorized signerSincerely,

  

  Date:Broadvision, Inc.,

  

  Verified:a Delaware corporation

  

  authorized signerSignature

  

  Date:Title

  

  Compliance Status:

  Yes

  NoDate