<PAGE>

                                                                    EXHIBIT 10.2

                        FIFTH LOAN MODIFICATION AGREEMENT

         This Fifth Loan Modification Agreement (this "Loan Modification
Agreement") is entered into as of this 31st day of March, 2004, by and between
SILICON VALLEY BANK, a California-chartered bank, with its principal place of
business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan
production office located at One Newton Executive Park, Suite 200, 2221
Washington Street, Newton, Massachusetts 02462, doing business under the name
"Silicon Valley East" ("Bank") and SCANSOFT, INC., a Delaware corporation with
offices at 9 Centennial Drive, Peabody, Massachusetts 01960 ("Borrower").

1.       DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
         indebtedness and obligations which may be owing by Borrower to Bank,
         Borrower is indebted to Bank pursuant to a loan arrangement dated as of
         October 31, 2002, evidenced by, among other documents, (i) a certain
         Loan and Security Agreement dated as of October 31, 2002 between
         Borrower and Bank, as amended by a certain First Loan Modification
         Agreement dated May 7, 2003, effective as of March 31, 2003, as further
         amended by a certain Second Loan Modification Agreement dated as of
         June 18, 2003, as further amended by a certain Third Loan Modification
         Agreement dated as of August 11, 2003, as further amended by a certain
         Fourth Loan Modification Agreement dated as of September 30, 2003 (as
         may be further amended from time to time, the "Loan Agreement"), and
         (ii) a certain Negative Pledge Agreement dated as of October 31, 2002
         (the "Negative Pledge Agreement"). Capitalized terms used but not
         otherwise defined herein shall have the same meaning as in the Loan
         Agreement.

         Hereinafter, all indebtedness and obligations owing by Borrower to Bank
         shall be referred to as the "Obligations".

2.       DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by
         the Collateral as described in the Loan Agreement and a certain Pledge
         Agreement dated October 31, 2002 (together with any other collateral
         security granted to Bank, the "Security Documents").

         Hereinafter, the Security Documents, together with all other documents
         evidencing or securing the Obligations shall be referred to as the
         "Existing Loan Documents".

3.       DESCRIPTION OF CHANGE IN TERMS.

                  Modifications to Loan Agreement.

                  i.       Effective as of the date of this Loan Modification
                           Agreement, the Loan Agreement shall be amended by
                           adding the following new Sections 1.6 and 1.7
                           therein:

                                    "1.6 FOREIGN EXCHANGE SUBLIMIT. In addition
                                    to Section 1.5 and Section 1.7, Borrower may
                                    use up to the amount set forth on the
                                    Schedule in connection with foreign exchange
                                    forward contracts with Silicon under which
                                    Borrower commits to purchase from or sell to
                                    Silicon a set amount of foreign currency
                                    more than one business day after the
                                    contract date. Silicon may terminate the
                                    foreign exchange contracts if an Event of
                                    Default occurs.

                                    1.7 CASH MANAGEMENT SERVICES SUBLIMIT. In
                                    addition to Section 1.5 and Section 1.6
                                    above, Borrower may also use up to the
                                    amount set forth on the Schedule for Cash
                                    Management Services. Such aggregate amounts
                                    utilized under the Cash Management Services
                                    Sublimit shall at all times reduce the
                                    amount otherwise available for Loans,
                                    letters of credit, foreign exchange
                                    contracts or other credit accommodations
                                    hereunder. Any amounts Silicon pays on
                                    behalf of Borrower or any amounts that are
                                    not paid by Borrower for any Cash Management
                                    Services will be treated as Loans hereunder
                                    and will accrue interest at the interest
                                    rate applicable to Loans."
<PAGE>

                  ii.      Effective as of the date of this Loan Modification
                           Agreement, in Section 4.4 of the Loan Agreement,
                           entitled "Collection of Receivables", shall be as
                           follows:

                                    "4.4 COLLECTION OF RECEIVABLES. Borrower
                                    shall direct the Account Debtors to remit
                                    all Receivables to Borrower's lockbox
                                    account maintained at Silicon and Silicon
                                    shall transfer such funds to Borrower's
                                    operating account."

                  iii.     Effective as of the date of this Loan Modification
                           Agreement, the definition of "Eligible Receivables"
                           appearing in Section 8 of the Loan Agreement,
                           entitled "Definitions", shall be as follows:

                                    ""Eligible Receivables" means Receivables
                                    arising in the ordinary course of Borrower's
                                    business from the sale of goods or rendition
                                    of services, which Silicon, in its
                                    commercially reasonable judgment, shall deem
                                    eligible for borrowing, based on such
                                    considerations as Silicon may from time to
                                    time deem appropriate. Without limiting the
                                    fact that the determination of which
                                    Receivables are eligible for borrowing is a
                                    matter of Silicon's commercially reasonable
                                    discretion, the following (the "Minimum
                                    Eligibility Requirements") are the minimum
                                    requirements for a Receivable to be an
                                    Eligible Receivable: (i) the Receivable must
                                    not be outstanding for more than 90 days
                                    from its invoice date or outstanding for
                                    more than 30 days from its due date, (ii)
                                    the Receivable must not represent progress
                                    billings, or be due under a fulfillment or
                                    requirements contract with any party other
                                    than Digital River, Inc. (or any successor
                                    agreed upon between Borrower and Silicon),
                                    or any other deferred revenue basis
                                    (provided, however, in the event Borrower
                                    maintains a quarterly Adjusted Quick Ratio
                                    of greater than or equal to 1.85 to 1.00,
                                    any deferred revenue offset will not result
                                    in an exclusion of an otherwise Eligible
                                    Receivable) with the Account Debtor, (iii)
                                    the Receivable must not be subject to any
                                    contingencies (including Receivables arising
                                    from sales on consignment, guaranteed sale
                                    or other terms pursuant to which payment by
                                    the Account Debtor may be conditional,
                                    except as may otherwise be acceptable to
                                    Silicon in its discretion), (iv) the
                                    Receivable must not be owing from an Account
                                    Debtor with whom the Borrower has any
                                    material dispute (whether or not relating to
                                    the particular Receivable), (v) the
                                    Receivable must not be owing from an
                                    Affiliate of Borrower, (vi) the Receivable
                                    must not be owing from an Account Debtor
                                    which is subject to any insolvency or
                                    bankruptcy proceeding, or whose financial
                                    condition is not acceptable to Silicon, or
                                    which, fails or goes out of a material
                                    portion of its business, (vii) the
                                    Receivable must not be owing from the United
                                    States or any department, agency or
                                    instrumentality thereof (unless there has
                                    been compliance, to Silicon's satisfaction,
                                    with the United States Assignment of Claims
                                    Act), (viii) the Receivable must not be
                                    owing from an Account Debtor located outside
                                    the United States (unless pre-approved by
                                    Silicon in its discretion in writing, or
                                    backed by a letter of credit satisfactory to
                                    Silicon, or FCIA insured satisfactory to
                                    Silicon) provided, however, in the event
                                    Borrower maintains a quarterly Adjusted
                                    Quick Ratio of greater than or equal to 1.85
                                    to 1.00, up to $2,000,000 of such foreign
                                    Receivables billed and collected from the
                                    United States will not be excluded if such
                                    Receivables otherwise constitute Eligible
                                    Receivables, (ix) the Receivable must not be
                                    owing from an Account Debtor to whom
                                    Borrower is or may be liable for goods
                                    purchased from such Account Debtor or
                                    otherwise and (x) credit balance over ninety
                                    (90) days from invoice date or thirty days
                                    from due date. Receivables owing from one
                                    Account Debtor will not be deemed Eligible
                                    Receivables to the extent they exceed 25%
                                    (33% with respect to Ingram Micro, Inc. in
                                    the event Borrower maintains a quarterly
                                    Adjusted Quick Ratio of greater than or
                                    equal to 1.85 to 1.00) of the

<PAGE>

                                    total Receivables outstanding. In addition,
                                    if more than 50% of the Receivables owing
                                    from an Account Debtor are outstanding more
                                    than 90 days from their invoice date
                                    (without regard to unapplied credits) or are
                                    otherwise not eligible Receivables, then all
                                    Receivables owing from that Account Debtor
                                    will be deemed ineligible for borrowing."

                  iv.      Effective as of the date of this Loan Modification
                           Agreement, Section 1 of the Schedule to the Loan
                           Agreement, entitled "Credit Limit" shall be as
                           follows:

                                    "1. CREDIT LIMIT

                                    (Section 1.1): An amount not to exceed the
                                    lesser of (A) or (B), below:

                                    (A)

                                             (i) $20,000,000 (the "Maximum
                                             Credit Limit"); minus

                                             (ii) the aggregate amounts then
                                             undrawn on all outstanding letters
                                             of credit, cash management
                                             services, 10% of all forward
                                             foreign exchange contracts, or any
                                             other accommodations issued or
                                             incurred, or caused to be issued or
                                             incurred by Silicon for the account
                                             and/or benefit of the Borrower;
                                             minus

                                             (iii) the aggregate amounts then
                                             undrawn on all outstanding letters
                                             of credit under the SpeechWorks
                                             Loan.

                                    (B)

                                             (i) 70% (80% in the event Borrower
                                             maintains a quarterly Adjusted
                                             Quick Ratio of at least 1.85 to
                                             1.00) of the amount of the
                                             Borrower's Eligible Receivables;

                                             minus

                                             (ii) 80% (40% in the event Borrower
                                             maintains an quarterly Adjusted
                                             Quick Ratio of at least 1.85 to
                                             1.00) of Distributor Inventory
                                             Reserves;

                                             minus

                                             (iii) the aggregate amounts then
                                             undrawn on all outstanding letters
                                             of credit, cash management
                                             services, 10% of all forward
                                             foreign exchange contracts, or any
                                             other accommodations issued or
                                             incurred, or caused to be issued or
                                             incurred by Silicon for the account
                                             and/or benefit of the Borrower;
                                             minus

                                             (iv) the aggregate amounts then
                                             undrawn on all outstanding letters
                                             of credit under the SpeechWorks
                                             Loan.

                                             LETTER OF CREDIT/FOREIGN EXCHANGE
                                             CONTRACT/CASH MANAGEMENT SERVICES
                                             (Section 1.5, 1.6, 1.7):
                                             $10,000,000"

                  v.       Effective as of the date of this Loan Modification
                           Agreement, Section 2 of the Schedule to the Loan
                           Agreement, entitled "Interest" shall be as follows:

                                    "2. INTEREST.

<PAGE>

                                    INTEREST RATE (Section 1.2):
                                    A rate equal to the Prime Rate plus 0.0% per
                                    annum; provided, however, in the event that
                                    Borrower's monthly Adjusted Quick Ratio is
                                    less than 1.85 to 1.00 for any month, the
                                    applicable interest rate shall increase to a
                                    rate equal to the Prime Rate plus 0.75% per
                                    annum, effective as of such month and
                                    thereafter. Interest shall be calculated on
                                    the basis of a 360-day year for the actual
                                    number of days elapsed. As used herein,
                                    "Prime Rate" means the greater of (i) the
                                    rate announced from time to time by Silicon
                                    as its "prime rate", or (ii) 4.0% per annum,
                                    and is a base rate upon which other rates
                                    charged by Silicon are based, and it is not
                                    necessarily the best rate available at
                                    Silicon. The interest rate applicable to the
                                    Obligations shall change on each date there
                                    is a change in the Prime Rate.

                                    MINIMUM MONTHLY
                                    INTEREST (Section 1.2): Not applicable."

                  vi.      Effective as of the date of this Loan Modification
                           Agreement, the Unused Line Fee set forth in Section 3
                           of the Schedule to the Loan Agreement shall be as
                           follows:

                                    "Unused Line Fee: In the event, in any
                                    calendar quarter, the average daily
                                    principal balance of the Loans outstanding
                                    during the quarter is less than the amount
                                    of the Maximum Credit Limit, Borrower shall
                                    pay Silicon an unused line fee in an amount
                                    equal to 0.125% per annum on the difference
                                    between the amount of the Maximum Credit
                                    Limit and the average daily principal
                                    balance of the Loans outstanding during the
                                    quarter, which unused line fee shall be
                                    computed and paid quarterly, in arrears, on
                                    the first day of the following quarter."

                  vii.     Effective as of the date of this Loan Modification
                           Agreement, Section 4 of the Schedule to the Loan
                           Agreement, entitled "Maturity Date" shall be as
                           follows:

                                    "4. MATURITY DATE

                                    (Section 6.1): March __, 2006"

                  viii.    Effective as of the date of this Loan Modification
                           Agreement, Section 5 of the Schedule to the Loan
                           Agreement, entitled "Financial Covenants", shall be
                           as follows:

                                    "5. FINANCIAL COVENANTS

                                    (Section 5.1): Borrower shall comply with
                                    each of the following covenants:

                                    a. MINIMUM ADJUSTED QUICK RATIO:
                                    Borrower shall maintain a minimum monthly
                                    Adjusted Quick Ratio of 1.50 to 1.00, to be
                                    tested as of the end of each month in which
                                    Loans are outstanding or requested
                                    hereunder.

                                    b. MINIMUM TANGIBLE NET WORTH:
                                    Borrower shall maintain at all times, to be
                                    tested as of the last day of each quarter,
                                    Tangible Net Worth of not less (i)
                                    $10,000,000.00 plus (ii) 35.0% of all
                                    consideration received after March 1, 2004
                                    from proceeds from the issuance of any
                                    equity securities of Borrower and/or
                                    subordinated debt incurred by Borrower.

<PAGE>

                                    DEFINITIONS. For purposes of the foregoing
                                    financial covenants and as used elsewhere in
                                    this Agreement, the following terms shall
                                    have the following meanings:

                                    "Adjusted Quick Ratio" is a ratio of Quick
                                    Assets to Current Liabilities minus Deferred
                                    Maintenance Revenue.

                                    "Current Liabilities" are the aggregate
                                    amount of Borrower's Total Liabilities which
                                    mature within one (1) year, including,
                                    without duplication, all obligations and
                                    liabilities of Borrower and SpeechWorks to
                                    Silicon.

                                    "Deferred Maintenance Revenue" is all
                                    amounts received in advance of performance
                                    under maintenance contracts and not yet
                                    recognized as revenue.

                                    "Quick Assets" is, on any date, the
                                    Borrower's consolidated, unrestricted cash,
                                    cash equivalents, net billed accounts
                                    receivable and investments with maturities
                                    of fewer than 12 months determined according
                                    to GAAP.

                                    "Subordinated Debt" is debt incurred by
                                    Borrower subordinated to Borrower's debt to
                                    Silicon (pursuant to a subordination
                                    agreement entered into between Silicon, the
                                    Borrower and the subordinated creditor), on
                                    terms acceptable to Silicon.

                                    "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 Silicon to be
                                    paid by Borrower, but excluding all other
                                    Subordinated Debt.

                                    "Tangible Net Worth" shall mean the excess
                                    of total assets over Total Liabilities,
                                    determined in accordance with generally
                                    accepted accounting principles, with the
                                    following adjustments:

                                             (A) there shall be excluded from
                                    assets: (i) notes, accounts receivable and
                                    other obligations owing to the Borrower from
                                    its officers or other Affiliates, (ii) all
                                    assets which would be classified as
                                    intangible assets under generally accepted
                                    accounting principles, including without
                                    limitation goodwill, licenses, patents,
                                    trademarks, trade names, copyrights,
                                    capitalized software and organizational
                                    costs, licenses and franchises, and (iii)
                                    all assets associated with a certain
                                    Licensing Agreement entered into on March
                                    31, 2003 by the Borrower and IBM (the "IBM
                                    Licensing Agreement").

                                             (B) there shall be excluded from
                                    liabilities: (i) all indebtedness which is
                                    subordinated to the Obligations under a
                                    subordination agreement in form specified by
                                    Silicon or by language in the instrument
                                    evidencing the indebtedness which is
                                    acceptable to Silicon in its discretion, and
                                    (ii) liabilities up to $12,950,000
                                    associated with the IBM Licensing
                                    Agreement."

                  ix.      Effective as of the date of this Loan Modification
                           Agreement, Section 5 of the Schedule to the Loan
                           Agreement, entitled "Reporting", shall be as follows:

                                    "6 REPORTING.

<PAGE>

                                    Borrower shall deliver to Silicon: (i) as
                                    soon as available, but no later than thirty
                                    (30) days after the last day of each month
                                    (or, in the event that no Obligations are
                                    outstanding hereunder and no Loan requests
                                    have been made, no later than forty-five
                                    (45) days after the last of each quarter), a
                                    company prepared consolidated balance sheet
                                    and income statement covering Borrower's
                                    consolidated operations during the period
                                    and in a form acceptable to Silicon; (ii) as
                                    soon as available, but no later than one
                                    hundred twenty (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 Silicon; (iii) within thirty (30) days
                                    after the last day of each month in which
                                    Obligations are outstanding or a Loan
                                    request has been made, Borrower shall
                                    deliver to Silicon a Borrowing Base
                                    Certificate in the form of Exhibit A, along
                                    with an aged listing of accounts receivable
                                    (by invoice date) and a schedule of deferred
                                    revenue, (iv) together with its monthly (or
                                    quarterly, as appropriate) and annual
                                    financial statements, Borrower shall deliver
                                    to Silicon a Compliance Certificate in the
                                    form of Exhibit B and (v) budgets, sales
                                    projections, operating plans or other
                                    financial information reasonably requested
                                    by Silicon."

                  x.       The Loan Agreement shall be amended by adding Exhibit
                           A thereto, in the form of Exhibit A hereto.

                  xi.      The Loan Agreement shall be amended by adding Exhibit
                           B thereto, in the form of Exhibit B hereto.

4.       FEES. Borrower shall pay to Bank a modification fee equal to One
         Hundred Thousand Dollars ($100,000)[TO BE ADJUSTED FOR THE ACTUAL
         CLOSING DATE, PER TERM SHEET], which fee shall be due on the date
         hereof and shall be deemed fully earned as of the date hereof. Borrower
         shall also reimburse Bank for all legal fees and expenses incurred in
         connection with this amendment to the Existing Loan Documents.

5.       RATIFICATION OF NEGATIVE PLEDGE AGREEMENT. Borrower hereby ratifies,
         confirms and reaffirms, all and singular, the terms and conditions of
         the Negative Pledge Agreement and acknowledges, confirms and agrees
         that the Negative Pledge Agreement remains in full force and effect.

6.       CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
         wherever necessary to reflect the changes described above.

7.       RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and
         reaffirms all terms and conditions of all security or other collateral
         granted to the Bank, and confirms that the indebtedness secured thereby
         includes, without limitation, the Obligations.

8.       NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that
         Borrower has no offsets, defenses, claims, or counterclaims against
         Bank with respect to the Obligations, or otherwise, and that if
         Borrower now has, or ever did have, any offsets, defenses, claims, or
         counterclaims against Bank, whether known or unknown, at law or in
         equity, all of them are hereby expressly WAIVED and Borrower hereby
         RELEASES Bank from any liability thereunder.

9.       CONTINUING VALIDITY. Borrower understands and agrees that in modifying
         the existing Obligations, Bank is relying upon Borrower's
         representations, warranties, and agreements, as set forth in the
         Existing Loan Documents. Except as expressly modified pursuant to this
         Loan Modification Agreement, the terms of the Existing Loan Documents
         remain unchanged and in full force and effect. Bank's agreement to
         modifications to the existing Obligations pursuant to this Loan
         Modification Agreement in no way shall obligate Bank to make any future
         modifications to the Obligations. Nothing in this Loan Modification


<PAGE>

         Agreement shall constitute a satisfaction of the Obligations. It is the
         intention of Bank and Borrower to retain as liable parties all makers
         of Existing Loan Documents, unless the party is expressly released by
         Bank in writing. No maker will be released by virtue of this Loan
         Modification Agreement.

10.      JURISDICTION/VENUE. Borrower accepts for itself and in connection with
         its properties, unconditionally, the non-exclusive jurisdiction of any
         state or federal court of competent jurisdiction in the Commonwealth of
         Massachusetts in any action, suit, or proceeding of any kind against it
         which arises out of or by reason of this Loan Modification Agreement;
         provided, however, that if for any reason Bank cannot avail itself of
         the courts of the Commonwealth of Massachusetts, then venue shall lie
         in Santa Clara County, California.

11.      COUNTERSIGNATURE/EFFECTIVENESS. This Loan Modification Agreement shall
         become effective only when it shall have been executed by Borrower and
         Bank.

<PAGE>

         This Loan Modification Agreement is executed as a sealed instrument
under the laws of the Commonwealth of Massachusetts as of the date first written
above.

                                                  BORROWER:

                                                  SCANSOFT, INC.

                                                  By: /s/ David A. Gerth
                                                      -------------------------
                                                  Name: David A. Gerth
                                                  Title: Chief Financial Officer

                                                  BANK:

                                                  SILICON VALLEY BANK, d/b/a
                                                  SILICON VALLEY EAST

                                                  By: /s/ Pamela Braren
                                                      -------------------------
                                                  Name: Pamela Braren
                                                  Title: Vice President

                                                  SILICON VALLEY BANK

                                                  By: /s/ BJ Clanton
                                                      -------------------------
                                                  Name: BJ Clanton
                                                  Title: Supervisor

<PAGE>

         The undersigned ratifies, confirms and reaffirms, all and singular, the
terms and conditions of a certain Unconditional Guaranty dated October 31, 2002
(the "Guaranty") and a certain Security Agreement dated October 31, 2002 (the
"Security Agreement") and acknowledges, confirms and agrees that the Guaranty
and the Security Agreement shall remain in full force and effect and shall in no
way be limited by the execution of this Loan Modification Agreement, or any
other documents, instruments and/or agreements executed and/or delivered in
connection herewith.

CAERE CORPORATION

By: /s/ David A. Gerth
    --------------------------------
Name: David A. Gerth
Title: Chief Financial Officer

         The undersigned each hereby ratifies, confirms and reaffirms, all and
singular, the terms and conditions of certain Unconditional Guarantees each
dated September 30, 2003 (collectively, the "Guaranty") and acknowledges,
confirms and agrees that the Guaranty shall remain in full force and effect and
shall in no way be limited by the execution of this Loan Modification Agreement,
or any other documents, instruments and/or agreements executed and/or delivered
in connection herewith.

SPEECHWORKS SECURITIES CORP.

By: /s/ David A. Gerth
    --------------------------------
Name: David A. Gerth
Title: Chief Financial Officer

SPEECHWORKS INTERNATIONAL HOLDINGS, INC.

By: /s/ David A. Gerth
    --------------------------------
Name: David A. Gerth
Title: Chief Financial Officer

SPEECHWORKS ACQUISITION CORP.

By: /s/ David A. Gerth
    --------------------------------
Name: David A. Gerth
Title: Chief Financial Officer

SPEECHWORKS INTERNATIONAL, INC.

By: /s/ David A. Gerth
    --------------------------------
Name: David A. Gerth
Title: Chief Financial Officer