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                                                                     EXHIBIT 4.3


THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES COMMISSIONER
AND, ACCORDINGLY, MAY NOT BE SOLD OR TRANSFERRED UNLESS REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFIED UNDER ALL APPLICABLE STATE
SECURITIES LAWS, OR UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION
ARE AVAILABLE.


                            RAINING DATA CORPORATION
                             SECURED PROMISSORY NOTE

$18,525,416.67                                                 November 30, 2000
                                                          San Carlos, California


        1. PRINCIPAL AND INTEREST.

        Raining Data Corporation, a Delaware corporation, formerly Omnis
Technology Corporation (the "Company"), for value received, hereby promises to
pay to the order of Astoria Capital Partners, L.P. (the "Holder") the amount of
eighteen million five hundred twenty-five thousand four hundred sixteen dollars
and sixty-seven cents ($18,525,416.67) ("Principal") plus accrued interest in
lawful money of the United States or as otherwise hereinafter set forth. This
Secured Promissory Note (the "Note") is being issued pursuant to that certain
Note and Warrant Purchase Agreement between the parties of even date herewith
("Agreement").

        This Note shall bear interest at the rate of Eight Percent (8%) per
annum on the Principal compounded annually from the date of issuance of this
Note until paid in full. Payment of Principal and interest under this Note shall
be due (the "Maturity Date") on the earlier of (i) the second (2nd) anniversary
of the date of issuance hereof or (ii) the closing of any public or private
offering of shares of Common Stock or preferred stock by the Company as issuer
("Offering"), as herein further provided; unless there is an Event of Default
(as defined in Section 2 hereof) in which case such payment shall be
accelerated.

        Upon payment in full of the Principal hereof and accrued interest
hereunder, this Note shall be cancelled and shall be surrendered to the Company.

        The Principal and interest on this Note shall be payable to the Holder
hereof at such address as the Holder shall from time to time designate by
written notice to the Company pursuant to the Agreement.



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        2. REPAYMENT IN EVENT OF OFFERING.

        In the event of an Offering, Fifty Percent (50%) of the net cash
proceeds of the Offering received by the Company or any subsidiary thereof shall
be paid by the Company against accrued and unpaid interest and Principal
hereunder as of the closing of such Offering. For these purposes an "Offering"
shall not include the proposed offering of stock or securities of the Company in
the amount of approximately $10 Million or a comparable transaction following or
as of the closing of the merger transaction of the Company, Raining Merger Sub,
Inc. and PickAx, Inc. pursuant to that certain Plan and Agreement of Merger
dated as of August 23, 2000, which offering shall not require any payment of
Principal or accrued interest hereunder. "Net cash proceeds" for these purposes
shall be determined after deduction for all underwriting discounts, commissions,
taxes and other reasonable and customary expenses of the Offering.

        3. SECURITY FOR THE NOTE.

                (a) GRANT OF SECURITY INTEREST. The Company hereby grants to the
Holder a security interest in the property described in Section 3(c) below
(collectively, the "Collateral") to secure payment of the Principal and all
accrued interest thereon under this Note (collectively the "Debt") and
performance by the Company of all of the Company's covenants, liabilities,
undertakings and obligations to the Holder hereunder, or under the Agreement, in
each case whether absolute or contingent.

                (b) UCC-1 FINANCING STATEMENTS. Concurrently with the execution
of this Note, the Company shall (1) execute and deliver to Holder UCC-1
Financing Statements ("UCC-1 Financing Statements") in favor of the Holder
covering the Collateral in form and substance reasonably satisfactory to Holder.
In addition, at Holder's request from time to time after delivery of the
Financing Statement, the Company will execute and deliver to Holder such other
documents as Holder may reasonably request to perfect and/or maintain perfection
of Holder's security interest in the Collateral.

                (c) COLLATERAL. The Collateral shall consist of all tangible and
intangible property of the Company (and all of the Company's right, title and
interest therein and thereto), whether now owned by the Company or acquired by
the Company after the date hereof at any time, including, but not limited to,
goods, inventories, machinery, equipment, fixtures, documents, patents, patent
applications, trademarks, trademark applications, copyrights, copyright
applications, customer lists, contract rights, instruments, financial assets,
books, records, files, licenses of patents and technology, computer programs in
source or object code, general intangibles, goodwill, chattel paper, accounts
receivable and accounts, including all cash and non-cash proceeds of all such
property, the products and increase of all such property, and all additions to
and replacements of all such property. For purposes hereof, the term "proceeds"
includes whatever is receivable or received by the Company when Collateral is
sold, leased, collected, exchanged or otherwise disposed of, whether such
disposition is voluntary or involuntary, and includes, without limitation, all
rights to payment, including return premiums, with respect to any insurance
relating thereto. The Company hereby



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represents and warrants to the Holder that the Company is the owner of the
Collateral (or, in the case of after-acquired Collateral, at the time the
Company acquires rights in such Collateral, will be the owner thereof) and such
Collateral is free and clear of all liens and encumbrances, except for any liens
and encumbrances that arise by operation of law (such as mechanic's or
materialmen's liens) and that do not secure any past-due amount owing by the
Company or except as set forth on Schedule 3(c) attached hereto and made a part
hereof.

                (d) WAIVER BY THE COMPANY. To the maximum extent permitted by
law, the Company hereby waives (i) any right to require the Holder to pursue any
particular remedy against the Company or any other person; (ii) any right to the
benefit of, or to direct the application of, any Collateral until the Debt shall
have been paid and performed in full; and (iii) any right of subrogation to the
Holder until the Debt shall have been paid and performed in full.

                (e) REMEDIES. Upon the occurrence of any Event of Default under
this Note, the Holder may, in addition to all rights and remedies available to
the Holder hereunder or under the California Commercial Code, do any one or more
of the following: (i) foreclose or otherwise enforce the Holder's respective
security interest in any manner permitted by law or provided for in this
Agreement; (ii) recover from the Company all costs and expenses, including
without limitation reasonable attorneys' fees and costs, incurred or paid by the
Holder in exercising any right, power or remedy provided by this Agreement or by
law; (iii) require the Company to assemble the Collateral and make it available
to the Holder at the Company's facilities; (iv) enter onto property where any
Collateral is located and take and maintain possession thereof and remove the
Collateral therefrom with or without judicial process; (v) prior to the
disposition of the Collateral, store, process, repair or recondition it or
otherwise prepare it for disposition in any commercially reasonable manner and
to the extent the Holder deem appropriate; and (vi) declare all or any of the
Debt to be immediately due and payable (and upon which declaration the Debt
shall be so due and payable. If a sufficient sum is not realized from the
disposition of Collateral to pay the Debt then outstanding, the Company shall be
liable for and agrees to pay any deficiency.

                (f) CUMULATIVE RIGHTS. The rights, powers and remedies of the
Holder hereunder shall be in addition to all rights, powers and remedies given
to the Holder by virtue of any statute or rule of law, all of which rights,
powers and remedies shall be cumulative and may be exercised successively or
concurrently without impairing the Holder's security interest in the Collateral.

        4. RIGHT TO APPROVE CERTAIN TRANSACTIONS. Holder shall have the right to
approve any acquisition by the Company of the stock or other securities or
assets of any corporation or other person or entity for total consideration in
excess of One Million Dollars ($1,000,000) ("Acquisition"). This right of
approval shall terminate upon the full payment and satisfaction of this Note.
The Company shall provide written notice to Holder at least thirty (30) days
prior to the entering into any legally binding agreement by the Company for any
such Acquisition; and such notice shall contain all



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material terms of the Acquisition. The Holder in each case shall advise the
Company in writing of its approval or disapproval of the Acquisition within
thirty (30) days after receipt of such notice; and any failure of Holder to
respond within said 30-day period shall be deemed approval of the subject
Acquisition. For these purposes "Acquisition" shall not include any intellectual
property licenses or any leases of the Company or any affiliate in the ordinary
course of business.

        5. EVENTS OF DEFAULT. The occurrence of any one or more of the following
events shall constitute an "Event of Default" hereunder:

                (a) Failure to pay timely any amounts due under this Note,
provided that (i) the Company shall have ten (10) days from the date of written
notice from the Holder of a failure to pay timely an amount due hereunder, and
(ii) if the claimed breach is fully cured by the Company within such 10-day cure
period, no Event of Default shall have occurred as a result of such breach;

                (b) Any representation or warranty of the Company herein or in
the Agreement shall be untrue or incorrect as of the date when made in any
material respect, when considered together with the other such representations
and warranties made by the Company and in light of the circumstances under which
they were made; or

                (c)(i) The commencement of a voluntary petition in bankruptcy or
the filing of a petition to have the Company declared bankrupt or insolvent or
the filing of any other petition of reorganization, arrangement or similar
relief by or for the Company under any applicable law regarding insolvency or
relief for debtors, unless such proceeding is vacated, discharged, or stayed or
bonded pending appeal within 60 days from the commencement thereof ; (ii) the
making by the Company of a general assignment for the benefit of creditors or
any similar undertaking; (iii) the appointment of a receiver, trustee or similar
officer for the business or property of the Company, which appointment is not
vacated, discharged, or stayed or bonded pending appeal within 60 days from such
appointment; or (iv) the admission by the Company in writing of its inability to
pay its debts generally as such debts become due.

                (d) Separate from the defaults specifically covered by
subparagraphs (a) through (c) above, the Company fails to perform any other
term, covenant, condition or provision contained in this Note or the Agreement
and such failure continues for thirty (30) days; provided that such thirty (30)
day period shall not apply in the case of any failure to observe any such term,
covenant, condition or provision which is not capable of being cured at all or
within such thirty (30) day period or which has been the subject of a prior
failure within the prior six (6) month period. With respect to any default
covered by this subparagraph (d), the thirty (30) day period provided for in
this subparagraph (d) shall commence on the earlier to occur of (i) written
notice of default being given to the Company by Holder, and (ii) a responsible
officer of the Company obtaining actual knowledge of such default.



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        6. REMEDIES.

                (a) Upon the occurrence of an Event of Default, the full
Principal amount of this Note and all accrued and unpaid interest shall
automatically be accelerated and become due and payable immediately without
notice of any kind or nature whatsoever.

                (b) In addition, upon the occurrence of an Event of Default, the
Holder shall have all other rights and remedies provided under this Note or
under any applicable law. All rights and remedies granted to Holder hereunder or
under any applicable law are cumulative, not exclusive, and enforceable, in
Holder's sole discretion, alternatively, successfully or concurrently on any one
or more occasions.

        7. PREPAYMENT. Notwithstanding any contrary provision hereof, the
Company shall have the right at any time and from time to time, to prepay the
Principal in whole or in part plus accrued interest thereon to date of payment
without penalty. Any prepayment shall be applied first to accrued and unpaid
interest and only then to Principal.

        8. BINDING EFFECT. Except as otherwise expressly provided herein and
subject to any restrictions on transfer under applicable securities laws, the
provisions hereof shall inure to the benefit of and be binding upon each of the
parties; the directors, officers, stockholders, employees, agents, successors
and assigns of the Company; and the partners, owners, officers, employees,
agents, successors and assigns of the Holders.

        9. TRANSFER OF THIS NOTE. With respect to any proposed offer, sale,
transfer or other disposition of this Note, the Holder will give written notice
to the Company prior thereto and shall otherwise comply with the terms and
conditions of the Agreement and this Note.

        10. NOTICES. Any notice or other communication or payment required or
permitted hereunder shall made pursuant to the notice provisions set forth in
the Agreement.

        11. GOVERNING LAW. This Note is being delivered in and shall be
construed in accordance with the laws of the State of California, without regard
to conflicts of laws principles.

        12. ENTIRE AGREEMENT. This Note and the Agreement, together with the
Common Stock Warrant to be issued pursuant to the Agreement, constitute the full
and entire understanding and agreement between the parties with regard to the
subject matter hereof and thereof. Any prior or contemporaneous agreements,
representations or warranties not expressly set forth in this Note or the
Agreement are superseded and of no force or effect. This Note may be modified or
amended or waived only by an instrument in writing executed by both of the
parties.

        13. SEVERABILITY. If any provision of this Note shall be judicially
determined to be invalid, illegal or unenforceable by a court of competent
jurisdiction,


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the validity, legality and enforceability of the remaining provisions shall not
in any manner be affected or impaired and shall remain in full force and effect.

        14. INTERPRETATION. Sections and section headings contained in this Note
are for reference purposes only, and shall not affect in any manner the meaning
of interpretation of this Note. Whenever the context requires, references to the
singular shall include the plural and the plural the singular and any gender
shall include any other gender. The parties acknowledge that each party has
reviewed this Note, and no provision of this Note shall be interpreted for or
against any party because such party or its representative drafted such
provision.

        15. COLLECTION COSTS. The Company promises to pay any and all costs of
collection, including reasonable attorneys' fees, incurred in the collection of
this Note following an Event of Default, or in the enforcement or protection of
the rights and interests of the Holder under this Note, including, without
limitation, the enforcement or protection of the security interests granted
under this Note.

        16. WAIVER BY THE COMPANY. The Company hereby waives demand, notice,
presentment, protest and notice of dishonor with respect to the enforcement of
this Note in accordance with its express terms.


        IN WITNESS WHEREOF, the Company has caused this Note to be executed in
its corporate name and this Note to be dated, issued and delivered, all on the
date first above written.



                                            COMPANY:

                                            RAINING DATA CORPORATION,
                                            a Delaware corporation



                                            By: /s/ Bryce J. Burns
                                               ---------------------------------
                                            Name: Bryce J. Burns
                                            Title: Chairman

                                            Address:  981 Industrial Way
                                                      San Carlos, California
                                                      94070-4117



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