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                                                                     EXHIBIT 4.5

                              SECOND AMENDMENT TO
                           CREDIT FACILITY AGREEMENT,
                                 PROMISSORY NOTE
                                       AND
                            NON-TRANSFERABLE WARRANT


        Reference is made to (1) that certain Credit Facility Agreement, dated
as of December 21, 1999, as amended April 30, 2000, by and between OMNIS
TECHNOLOGY CORPORATION, a Delaware corporation (the "Company"), and ASTORIA
CAPITAL PARTNERS, L.P., a California limited partnership (the "Lender"), a copy
of which is attached hereto as Exhibit A (the "Facility Agreement"), (2) that
certain Promissory Note dated December 21, 1999 issued by the Company in
connection with the Facility Agreement, a copy of which is attached hereto as
Exhibit B (the "Promissory Note") and (3) that certain Non-Transferable Warrant
dated December 21, 1999 as amended April 30, 2000 issued by the Company to
Lender in connection with the Facility Agreement, a copy of which is attached
hereto as Exhibit C (the "Warrant").

                                    RECITALS

        WHEREAS, the Company and Lender desire to further amend the terms of the
Facility Agreement, the Warrant and the Promissory Note by this second amendment
(the "Amendment") to provide for the exercise of the Warrant and the
cancellation of the Promissory Note immediately prior to and to facilitate the
closing of the merger of Raining Merger Subsidiary, Inc. with and into PickAx,
Inc. in exchange for common stock of the Company pursuant to that certain
Agreement and Plan of Merger, dated August 23, 2000 by and among the Company,
Raining Merger Subsidiary, Inc., PickAx, Inc. and Gilbert Figueroa as the named
stockholder of PickAx, Inc. ("Merger Transaction").

                                    AGREEMENT

        NOW THEREFORE, in consideration of the reliance of Omnis hereon in
connection with the Merger Transaction and for good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereby agree as follows:

        1. The first sentence of Section 1.3 of the Facility Agreement, entitled
"Availability Period", shall be and is amended in its entirety to read as
follows:

        "The 'Availability Period' of the line of credit commences on the
        Effective Date and expires on May 31, 2000, unless there is a Change of
        Control (as defined below), and the 'Maturity Date' of the line of
        credit and the Note shall be November 30, 2000."

        2. The second sentence of Section 2.1 of the Warrant, entitled
"Qualifying Offerings", shall be and is amended in its entirety to read as
follows:



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        "The term, 'Qualifying Offering' shall mean (i) the offer and sale by
        the Company of any equity securities of the Company, or securities
        convertible into equity securities ('Reference Securities'), in one
        transaction or a series of transactions with aggregate net proceeds of
        at least $1,000,000 consummated on or before the Expiration Date,
        excluding any securities issued pursuant to any of the Company's stock
        incentive plans for the benefit of employees, officers, directors or
        agents or securities issued upon exercise or conversion of any such
        securities, or (ii) the merger of Raining Merger Subsidiary, Inc. with
        and into PickAx, Inc. in exchange for common stock of the Company
        pursuant to that certain Agreement and Plan of Merger, dated August 23,
        2000 by and among the Company, Raining Merger Subsidiary, Inc., PickAx,
        Inc. and Gilbert Figueroa as the named stockholder of PickAx, Inc.
        ('Merger Transaction'), with the right to exercise this Warrant
        immediately prior to the Closing of the Merger Transaction."

        3. The first sentence of Section 2.3 of the Warrant, entitled "Exercise
of this Warrant", shall be and is amended in its entirety to read as follows:

        "Subject to the following sentence, in each Qualifying Offering, the
        Holder may, through exercise of all or part of this Warrant, purchase
        the number of Warrant Securities offered in connection therewith in an
        amount up to the amount of the Commitment specified in the Credit
        Facility Agreement, plus all accrued and unpaid interest thereon,
        whether or not the Company has actually borrowed the full amount and
        regardless of whether any amounts actually borrowed have been paid in
        full or remain outstanding (the 'Commitment Amount'), divided by the
        price per share of the Warrant Securities issued in such offering;
        provided, that in the event this Warrant is exercised in connection with
        the Merger Transaction, the exercise price per share for this Warrant
        shall be the 'Omnis Per Share Price' as provided in Section 2.4 hereof."

        4. Section 2.4 of the Warrant, entitled "Exercise Price", shall be and
is amended in its entirety to read as follows:

        "EXERCISE PRICE. Upon exercise of this Warrant, in whole or in part, and
        subject to the limitations on the number of Warrant Securities issuable
        hereunder set forth above, the Holder shall pay to the Company an
        exercise price equal to the price per Warrant Security in the applicable
        Qualifying Offering times the number of shares to be issued upon
        exercise hereof (the 'Exercise Price'). Notwithstanding any of the
        foregoing to the contrary, in the event this Warrant is exercised in
        connection with the Merger Transaction, the Exercise Price per share for
        this Warrant shall be $5.00 (the 'Omnis Per Share Price'). The Exercise
        Price shall be paid in cash, provided however that the Holder may elect
        to cancel any outstanding debt and/or accrued interest, including the
        Note, as payment of the Exercise Price; and provided further that Holder
        shall



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        elect to cancel and terminate the Note and all principal and accrued
        interest thereon in exercise of this Warrant if this Warrant is
        exercised in connection with the Merger Transaction. In the case of any
        non-Merger Transaction, the Holder may also exchange other securities of
        the Company held at the market price thereof in payment of the Exercise
        Price."

        5. This Amendment is hereby attached to and made a part of the Facility
Agreement, Promissory Note and Warrant. All references to the "Credit Facility
Agreement" in the Promissory Note or the Warrant and all references to the
"Warrant" in the Facility Agreement or the Promissory Note shall be deemed to
refer to the Facility Agreement or Warrant, as the case may be, as amended by
this Amendment.

        6. The terms of this Amendment shall prevail over any conflicting
provisions of the Facility Agreement, Promissory Note or Warrant, but each of
such instruments shall otherwise be constituted and interpreted together with
this Amendment as a single integrated agreement. As amended hereby the Facility
Agreement, Promissory Note and Warrant each remains in full force and effect.


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        IN WITNESS THEREOF, the parties have executed this Amendment as of
August 31, 2000.



COMPANY:                                    RAINING DATA CORPORATION F/K/A
                                            OMNIS TECHNOLOGY CORPORATION,
                                            a Delaware corporation


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

                                               981 Industrial Way
                                               San Carlos, California 94070-4117
                                               Fax Number: 650-632-7130


LENDER:                                     ASTORIA CAPITAL PARTNERS, L.P.,
                                            a California limited partnership

                                            By: Astoria Capital Management, Inc.
                                                Its General Partner


                                            By: /s/ Richard W. Koe
                                               ---------------------------------
                                               Richard Koe
                                               President, Astoria Capital
                                               Management, Inc.

                                               6600 92nd Avenue S.W., Suite 370
                                               Portland, Oregon 97223
                                               Fax Number: (503) 244-3801



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