Customer No. 1186

                       MASTER LOAN AND SECURITY AGREEMENT


     THIS  AGREEMENT  dated  as of  November  10,  1998,  is made by  PulsePoint
Communications (the "Borrower"),  a California  corporation having its principal
place of  business  and  chief  executive  office  at 6307  Carpinteria  Avenue,
Carpinteria,   California,  93013  in  favor  of  Transamerica  Business  Credit
Corporation, a Delaware corporation (the "Lender"),  having its principal office
at Riverway II, West Office Tower,  9399 West Higgins Road,  Rosemont,  Illinois
60018.

     WHEREAS,  the Borrower has requested  that the Lender make Loans to it from
time to time; and

     WHEREAS,  the  Lender  has  agreed  to make  such  Loans on the  terms  and
conditions of this Agreement.

     NOW,  THEREFORE,  in consideration of the premises and to induce the Lender
to extend credit, the Borrower hereby agrees with the Lender as follows:

     SECTION 1. DEFINITIONS.

     As used herein, the following terms shall have the following meanings,  and
shall be equally  applicable  to both the singular and plural forms of the terms
defined:

AGREEMENT shall mean this Master Loan and Security  Agreement  together with all
schedules and exhibits hereto, as amended,  supplemented,  or otherwise modified
from time to time.

APPLICABLE  LAW  shall  mean the laws of the  State of  Illinois  (or any  other
jurisdiction whose laws are mandatorily applicable  notwithstanding the parties'
choice of Illinois law) or the laws of the United  States of America,  whichever
laws  allow the  greater  interest,  as such laws now exist or may be changed or
amended or come into effect in the future.

BUSINESS DAY shall mean any day other than a Saturday, Sunday, or public holiday
or the equivalent for banks in New York City.

CODE shall have the meaning specified in Section 8(d).

COLLATERAL shall have the meaning specified in Section 2.

EFFECTIVE DATE shall mean the date on which all of the  conditions  specified in
Section 3.3 shall have been satisfied.

EQUIPMENT shall have the meaning specified in Section 2.

EVENT OF DEFAULT shall mean any event specified in Section 7.

FINANCIAL STATEMENTS shall have the meaning specified in Section 6.1.

GAAP shall mean generally accepted accounting principles in the United States of
America, as in effect from time to time.

LOANS shall mean the loans and  financial  accommodations  made by the Lender to
the Borrower in accordance with the terms of this Agreement and the Notes.

LOAN DOCUMENTS  shall mean,  collectively,  this Agreement,  the Notes,  and all

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other documents,  agreements,  certificates,  instruments, and opinions executed
and delivered in connection herewith and therewith, as the same may be modified,
extended, restated, or supplemented from time to time.

MATERIAL  ADVERSE  CHANGE  shall mean,  with  respect to any Person,  a material
adverse change in the business,  prospects,  operations,  results of operations,
assets,  liabilities, or condition (financial or otherwise) of such Person taken
as a whole.

MATERIAL  ADVERSE  EFFECT  shall mean,  with  respect to any Person,  a material
adverse effect on the business,  prospects,  operations,  results of operations,
assets,  liabilities, or condition (financial or otherwise) of such Person taken
as a whole.

NOTE  shall  mean  each  Promissory  Note made by the  Borrower  in favor of the
Lender, as amended, supplemented, or otherwise modified from time to time.

OBLIGATIONS  shall mean all  indebtedness,  obligations,  and liabilities of the
Borrower  under the Notes  and under  this  Agreement,  whether  on  account  of
principal,   interest,   indemnities,   fees  (including,   without  limitation,
reasonable attorneys' fees, remarketing fees, origination fees, collection fees,
and all other  reasonable  professionals'  fees),  costs,  expenses,  taxes,  or
otherwise.

PERMITTED  LIENS shall mean such of the  following  as to which no  enforcement,
collection,   execution,   levy,  or  foreclosure  proceeding  shall  have  been
commenced: (a) liens for taxes,  assessments,  and other governmental charges or
levies or the claims or demands of landlords, carriers, warehousemen, mechanics,
laborers, materialmen, and other like Persons arising by operation of law in the
ordinary course of business for sums which are not yet due and payable, or liens
which are being  contested in good faith by appropriate  proceedings  diligently
conducted  and with respect to which  adequate  reserves are  maintained  to the
extent  required  by GAAP;  (b)  deposits  or pledges  to secure the  payment of
worker's compensation, unemployment insurance, or other social security benefits
or obligations,  public or statutory obligations, surety or appeal bonds, bid or
performance  bonds,  or  other  obligations  of a like  nature  incurred  in the
ordinary course of business; (c) licenses,  restrictions, or covenants for or on
the use of the Equipment  which do not  materially  impair either the use of the
Equipment  in the  operation of the business of the Borrower or the value of the
Equipment;  and (d) attachment or judgment liens that do not constitute an Event
of Default.

PERSON shall mean any  individual,  sole  proprietorship,  partnership,  limited
liability  partnership,   joint  venture,  trust,  unincorporated  organization,
association, corporation, limited liability company, institution, entity, party,
or government (including any division,  agency, or department thereof),  and the
successors, heirs, and assigns of each.

SCHEDULE shall mean each Schedule in the form of Schedule A hereto  delivered by
the Borrower to the Lender from time to time.

SOLVENT means, with respect to any Person,  that as of the date as to which such
Person's solvency is measured:

     (a) the fair saleable  value of its assets is in excess of the total amount
of its  liabilities  (including  contingent  liabilities as valued in accordance
with GAAP) as they become absolute and matured;

     (b) it has sufficient capital to conduct its business; and

     (c) it is able generally to meet its debts as they mature.

Taxes shall have the meaning specified in Section 5.5.

     SECTION 2. CREATION OF SECURITY INTEREST;  COLLATERAL.  The Borrower hereby
assigns and grants to the Lender a continuing  general,  first priority lien on,
and security interest in, all the Borrower's  right,  title, and interest in and
to the collateral  described in the next sentence (the  "Collateral")  to secure
the payment and performance of all the Obligations. The Collateral consists of

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all equipment set forth on all the Schedules  delivered  from time to time under
the terms of this  Agreement  (the  "Equipment"),  together with all present and
future  additions,  parts,  accessories,  attachments,  substitutions,  repairs,
improvements,  and  replacements  thereof or thereto,  and any and all  proceeds
thereof, including,  without limitation,  proceeds of insurance and all manuals,
blueprints,  know-how,  warranties,  and records in  connection  therewith,  all
rights  against  suppliers,  warrantors,  manufacturers,  sellers,  or others in
connection  therewith,  and  together  with  all  substitutes  for  any  of  the
foregoing.

     SECTION 3. THE CREDIT FACILITY.

     SECTION  3.1.  Borrowings.  Each Loan  shall be in an amount  not less than
$50,000,  and in no event shall the sum of the  aggregate  Loans made exceed the
amount of the Lender's written commitment to the Borrower in effect from time to
time.  Notwithstanding  anything  herein to the  contrary,  the Lender  shall be
obligated to make the initial Loan and each other Loan only after the Lender, in
its sole  discretion,  determines  that the applicable  conditions for borrowing
contained in Sections 3.3 and 3.4 are satisfied.  The timing and financial scope
of Lender's  obligation  to make Loans  hereunder  are limited as set forth in a
commitment  letter executed by Lender and Borrower,  dated as of October 1, 1998
and attached hereto as Exhibit A (the "Commitment Letter").

     SECTION 3.2.  Application  of Proceeds.  The Borrower shall not directly or
indirectly use any proceeds of the Loans, or cause,  assist,  suffer,  or permit
the use of any  proceeds  of the  Loans,  for any  purpose  other  than  for the
purchase,   acquisition,   installation,   or  upgrading  of  Equipment  or  the
reimbursement of the Borrower for its purchase,  acquisition,  installation,  or
upgrading of Equipment.

     SECTION 3.3. Conditions to Initial Loan.

          (a) The  obligation  of the Lender to make the initial Loan is subject
     to the  Lender's  receipt  of the  following,  each  dated  the date of the
     initial Loan or as of an earlier date acceptable to the Lender, in form and
     substance satisfactory to the Lender and its counsel:

               (i) completed  requests for information (Form UCC-11) listing all
          effective  Uniform  Commercial  Code financing  statements  naming the
          Borrower as debtor and all tax lien, judgment, and litigation searches
          for the Borrower as the Lender shall deem necessary or desirable;

               (ii) Uniform  Commercial Code financing  statements  (Form UCC-1)
          duly executed by the Borrower  (naming the Lender as secured party and
          the  Borrower  as  debtor  and in form  acceptable  for  filing in all
          jurisdictions  that the Lender deems necessary or desirable to perfect
          the security  interests  granted to it hereunder)  and, if applicable,
          termination   statements   or  other   releases   duly  filed  in  all
          jurisdictions  that the Lender deems necessary or desirable to perfect
          and  protect  the  priority of the  security  interests  granted to it
          hereunder in the Equipment related to such initial Loan;

               (iii) a Note duly executed by the Borrower  evidencing the amount
          of such Loan;

               (iv) certificates of insurance required under Section 5.4 of this
          Agreement  together with loss payee endorsements for all such policies
          naming the Lender as lender loss payee and as an additional insured;

               (v) a copy of the  resolutions  of the Board of  Directors of the
          Borrower  (or a  unanimous  consent  of  directors  in  lieu  thereof)
          authorizing   the  execution,   delivery,   and  performance  of  this
          Agreement, the other Loan Documents, and the transactions contemplated
          hereby  and  thereby,  attached  to  which  is a  certificate  of  the
          Secretary or an Assistant  Secretary  of the Borrower  certifying  (A)
          that the copy of the resolutions is true, complete, and accurate, that
          such  resolutions  have not been amended or modified since the date of
          such  certification  and  are in full  force  and  effect  and (B) the
          incumbency, names, and true signatures of the officers of the Borrower
          authorized to sign the Loan Documents to which it is a party;

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               (vi) the  opinion  of  counsel  for the  Borrower  covering  such
          matters incident to the transactions contemplated by this Agreement as
          the Lender may reasonably require; and

               (vii) such other  agreements and  instruments as the Lender deems
          necessary in its sole and absolute  discretion in connection  with the
          transactions contemplated hereby.

          (b) There shall be no pending  or, to the  knowledge  of the  Borrower
     after due inquiry,  threatened  litigation,  proceeding,  inquiry, or other
     action (i) seeking an injunction or other restraining  order,  damages,  or
     other  relief  with  respect  to  the  transactions  contemplated  by  this
     Agreement or the other Loan  Documents or thereby or (ii) which  affects or
     could affect the business, prospects,  operations,  assets, liabilities, or
     condition (financial or otherwise) of the Borrower,  except, in the case of
     clause (ii), where such litigation,  proceeding,  inquiry,  or other action
     could not be expected to have a Material  Adverse Effect in the judgment of
     the Lender.

          (c) The Borrower shall have paid all fees and expenses  required to be
     paid by it to the Lender as of such date.

          (d) The  security  interests in the  Equipment  related to the initial
     Loan  granted in favor of the Lender under this  Agreement  shall have been
     duly perfected and shall constitute first priority liens.

     SECTION 3.4.  Conditions  Precedent  to Each Loan.  The  obligation  of the
Lender  to make  each  Loan is  subject  to the  satisfaction  of the  following
conditions precedent:

          (a) the Lender shall have  received  the  documents,  agreements,  and
     instruments set forth in Section  3.3(a)(i)  through (v) applicable to such
     Loan, each in form and substance satisfactory to the Lender and its counsel
     and each dated the date of such Loan or as of an earlier date acceptable to
     the Lender;

          (b) the Lender shall have received a Schedule of the Equipment related
     to such  Loan,  in form and  substance  satisfactory  to the Lender and its
     counsel,  and the security interests in such Equipment related to such Loan
     granted in favor of the Lender  under this  Agreement  shall have been duly
     perfected and shall constitute first priority liens;

          (c) all representations and warranties contained in this Agreement and
     the other Loan Documents shall be true and correct on and as of the date of
     such Loan as if then made, other than  representations  and warranties that
     expressly  relate  solely to an earlier date, in which case they shall have
     been true and correct as of such earlier date;

          (d) no Event of  Default  or event  which with the giving of notice or
     the passage of time,  or both,  would  constitute an Event of Default shall
     have  occurred  and be  continuing  or would  result from the making of the
     requested Loan as of the date of such request; and

          (e) the  Borrower  shall  be  deemed  to have  hereby  reaffirmed  and
     ratified all security interests,  liens, and other encumbrances  heretofore
     granted by the Borrower to the Lender.

     SECTION 4. THE BORROWER'S REPRESENTATIONS AND WARRANTIES.

     SECTION 4.1. Good Standing;  Qualified to do Business.  The Borrower (a) is
duly  organized,  validly  existing,  and in good standing under the laws of the
State of its organization, (b) has the power and authority to own its properties
and assets and to transact the businesses in which it is presently,  or proposes
to be,  engaged,  and (c) is duly qualified and authorized to do business and is
in good standing in every  jurisdiction  in which the failure to be so qualified
could have a Material  Adverse  Effect on (i) the Borrower,  (ii) the Borrower's
ability to perform its obligations under the Loan Documents, or (iii) the rights
of the Lender hereunder.

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     SECTION 4.2. Due Execution,  etc. The execution,  delivery, and performance
by the Borrower of each of the Loan  Documents to which it is a party are within
the powers of the Borrower, do not contravene the organizational  documents,  if
any, of the Borrower, and do not (a) violate any law or regulation, or any order
or decree of any court or governmental authority, (b) conflict with or result in
a breach of, or constitute a default under, any material indenture, mortgage, or
deed of trust or any material lease,  agreement,  or other instrument binding on
the Borrower or any of its properties, or (c) require the consent, authorization
by, or approval of or notice to or filing or registration  with any governmental
authority  or other  Person.  This  Agreement  is,  and each of the  other  Loan
Documents to which the Borrower is or will be a party, when delivered  hereunder
or thereunder, will be, the legal, valid, and binding obligation of the Borrower
enforceable  against  the  Borrower  in  accordance  with its  terms,  except as
enforceability  may be  limited  by  bankruptcy,  insolvency,  or  similar  laws
affecting creditors' rights generally and by general principles of equity.

     SECTION  4.3.  Solvency;  No Liens.  The  Borrower  is Solvent  and will be
Solvent upon the completion of all transactions  contemplated to occur hereunder
(including,  without limitation, the Loan to be made on the Effective Date); the
security  interests  granted herein constitute and shall at all times constitute
the first and only liens on the Collateral  other than Permitted  Liens; and the
Borrower is, or will be at the time additional Collateral is acquired by it, the
absolute  owner of the  Collateral  with full  right to pledge,  sell,  consign,
transfer,  and create a security interest therein, free and clear of any and all
claims or liens in favor of any other Person other than Permitted Liens.

     SECTION 4.4. No Judgments, Litigation. No judgments are outstanding against
the  Borrower  nor is  there  now  pending  or,  to the  best of the  Borrower's
knowledge after diligent inquiry, threatened any litigation, contested claim, or
governmental  proceeding by or against the Borrower except judgments and pending
or threatened litigation,  contested claims, and governmental  proceedings which
would not, in the aggregate, have a Material Adverse Effect on the Borrower.

     SECTION  4.5.  No  Defaults.  The  Borrower  is not in  default  or has not
received a notice of default under any material  contract,  lease, or commitment
to which it is a party or by which it is bound. The Borrower knows of no dispute
regarding any contract, lease, or commitment which could have a Material Adverse
Effect on the Borrower.

     SECTION 4.6.  Collateral  Locations.  On the date hereof,  each item of the
Collateral  is  located at the place of  business  specified  in the  applicable
Schedule.

     SECTION 4.7. No Events of Default.  No Event of Default has occurred and is
continuing  nor has any event occurred  which,  with the giving of notice or the
passage of time, or both, would constitute an Event of Default.

     SECTION 4.8. No Limitation on Lender's Rights.  Except as permitted herein,
none of the Collateral is subject to contractual  obligations  that may restrict
or inhibit the Lender's rights or abilities to sell or dispose of the Collateral
or any part thereof after the occurrence of an Event of Default.

     SECTION 4.9.  Perfection and Priority of Security Interest.  This Agreement
creates a valid and,  upon  completion  of all  required  filings  of  financing
statements,  perfected  first  priority and exclusive  security  interest in the
Collateral, securing the payment of all the Obligations.

     SECTION 4.10.  Model and Serial  Numbers.  The Schedules set forth the true
and  correct  model  number and  serial  number of each item of  Equipment  that
constitutes Collateral.

     SECTION 4.11. Accuracy and Completeness of Information.  All data, reports,
and information heretofore,  contemporaneously,  or hereafter furnished by or on
behalf  of the  Borrower  in  writing  to the  Lender or for  purposes  of or in
connection  with this Agreement or any other Loan Document,  or any  transaction
contemplated hereby or thereby, are or will be true and accurate in all material
respects on the date as of which such data,  reports,  and information are dated
or certified and not incomplete by omitting to state any material fact necessary
to make such data,  reports,  and information not misleading at such time. There
are no facts now known to the Borrower  which  individually  or in the aggregate
would  reasonably be expected to have a Material  Adverse  Effect and which have
not been specified herein, in the Financial  Statements,  or in any certificate,
opinion, or other written statement  previously furnished by the Borrower to the
Lender.

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     SECTION 4.12.  Price of Equipment.  The cost of each item of Equipment does
not exceed the fair and usual price for such type of equipment purchased in like
quantity and reflects all  discounts,  rebates and  allowances for the Equipment
(including,  without  limitation,  discounts for  advertising,  prompt  payment,
testing, or other services) given to the Borrower by the manufacturer, supplier,
or any other person.

     SECTION 5. COVENANTS OF THE BORROWER.

     SECTION 5.1.  Existence,  etc. The Borrower shall: (a) retain its existence
and its current yearly  accounting  cycle, (b) maintain in full force and effect
all licenses, bonds, franchises,  leases,  trademarks,  patents,  contracts, and
other rights  necessary or desirable to the  profitable  conduct of its business
unless the failure to do so could not  reasonably be expected to have a Material
Adverse  Effect on the Borrower,  (c) continue in, and limit its  operations to,
the same general lines of business as those  presently  conducted by it, and (d)
comply with all applicable laws and regulations of any federal,  state, or local
governmental  authority,  except for such laws and regulations the violations of
which  would  not,  in the  aggregate,  have a  Material  Adverse  Effect on the
Borrower.

     SECTION 5.2.  Notice to the Lender.  As soon as possible,  and in any event
within five days after the Borrower  learns of the following,  the Borrower will
give written notice to the Lender of (a) any proceeding instituted or threatened
to be instituted  by or against the Borrower in any federal,  state,  local,  or
foreign court or before any commission or other regulatory body (federal, state,
local, or foreign)  involving a sum, together with the sum involved in all other
similar  proceedings,  in excess of $50,000 in the  aggregate,  (b) any contract
that is terminated or amended and which has had or could  reasonably be expected
to have a Material  Adverse  Effect on the Borrower,  (c) the  occurrence of any
Material Adverse Change with respect to the Borrower,  and (d) the occurrence of
any Event of Default or event or condition  which,  with notice or lapse of time
or both, would constitute an Event of Default,  together with a statement of the
action which the Borrower has taken or proposes to take with respect thereto.

     SECTION 5.3.  Maintenance of Books and Records.  The Borrower will maintain
books and records  pertaining to the Collateral in such detail,  form, and scope
as the  Lender  shall  require  in its  commercially  reasonable  judgment.  The
Borrower  agrees  that the Lender or its  agents  may enter upon the  Borrower's
premises at any time and from time to time during normal business hours,  and at
any time upon the  occurrence and  continuance  of an Event of Default,  for the
purpose of inspecting the Collateral and any and all records pertaining thereto.

     SECTION  5.4.  Insurance.  The  Borrower  will  maintain  insurance  on the
Collateral under such policies of insurance,  with such insurance companies,  in
such amounts,  and covering such risks as are at all times  satisfactory  to the
Lender.  All such policies shall be made payable to the Lender, in case of loss,
under a standard  non-contributory "lender" or "secured party" clause and are to
contain such other  provisions as the Lender may  reasonably  require to protect
the Lender's  interests in the  Collateral  and to any payments to be made under
such  policies.  Certificates  of insurance  policies are to be delivered to the
Lender,  premium  prepaid,  with the loss  payable  endorsement  in the Lender's
favor,  and shall provide for not less than thirty days' prior written notice to
the Lender, of any alteration or cancellation of coverage. If the Borrower fails
to  maintain  such  insurance,  the Lender may  arrange  for (at the  Borrower's
expense and without any  responsibility  on the Lender's part for) obtaining the
insurance. Unless the Lender shall otherwise agree with the Borrower in writing,
the Lender shall have the sole right, in the name of the Lender or the Borrower,
to file claims under any insurance policies, to receive and give acquittance for
any payments that may be payable  thereunder,  and to execute any  endorsements,
receipts, releases,  assignments,  reassignments, or other documents that may be
necessary to effect the  collection,  compromise,  or  settlement  of any claims
under any such insurance policies.

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     SECTION  5.5.   Taxes.   The  Borrower  will  pay,  when  due,  all  taxes,
assessments,  claims,  and other charges  ("Taxes")  lawfully levied or assessed
against  the  Borrower  or the  Collateral  other  than  taxes  that  are  being
diligently  contested in good faith by the Borrower by  appropriate  proceedings
promptly instituted and for which an adequate reserve is being maintained by the
Borrower in  accordance  with GAAP.  If any Taxes  remain  unpaid after the date
fixed for the payment thereof,  or if any lien shall be claimed therefor,  then,
without notice to the Borrower, but on the Borrower's behalf, the Lender may pay
such Taxes, and the amount thereof shall be included in the Obligations.

     SECTION  5.6.  Borrower  to  Defend  Collateral  Against  Claims;  Fees  on
Collateral.  The  Borrower  will  defend the  Collateral  against all claims and
demands of all Persons at any time  claiming the same or any  interest  therein.
The Borrower will not permit any notice creating or otherwise  relating to liens
on the  Collateral  or any portion  thereof to exist or be on file in any public
office  other than  Permitted  Liens.  The Borrower  shall  promptly  pay,  when
payable, all transportation,  storage, and warehousing charges and license fees,
registration  fees,  assessments,  charges,  permit fees, and taxes  (municipal,
state,  and federal)  which may now or hereafter be imposed upon the  ownership,
leasing, renting,  possession,  sale, or use of the Collateral, other than taxes
on or measured by the Lender's income and fees, assessments,  charges, and taxes
which are being  contested in good faith by appropriate  proceedings  diligently
conducted  and with respect to which  adequate  reserves are  maintained  to the
extent required by GAAP.

     SECTION 5.7. No Change of Location,  Structure,  or Identity.  The Borrower
will not (a) change the location of its chief executive  office or establish any
place of business  other than those  specified  herein or (b) move or permit the
movement of any item of Collateral from the location specified in the applicable
Schedule,  except that the  Borrower may change its chief  executive  office and
keep  Collateral at other  locations  within the United States provided that the
Borrower has delivered to the Lender (i) prior written  notice  thereof and (ii)
duly executed financing  statements and other agreements and instruments (all in
form and substance  satisfactory to the Lender)  necessary or, in the opinion of
the Lender,  desirable  to perfect  and  maintain in favor of the Lender a first
priority  security interest in the Collateral.  Notwithstanding  anything to the
contrary  in the  immediately  preceding  sentence,  the  Borrower  may keep any
Collateral  consisting of motor vehicles or rolling stock at any location in the
United  States  provided  that  the  Lender's  security  interest  in  any  such
Collateral is  conspicuously  marked on the certificate of title thereof and the
Borrower has complied with the provisions of Section 5.9.

     SECTION 5.8. Use of Collateral;  Licenses;  Repair. The Collateral shall be
operated by competent,  qualified  personnel in connection  with the  Borrower's
business purposes,  for the purpose for which the Collateral was designed and in
accordance  with  applicable  operating   instructions,   laws,  and  government
regulations,  and the Borrower shall use every reasonable  precaution to prevent
loss or damage to the  Collateral  from fire and other  hazards.  The Collateral
shall not be used or operated for personal,  family, or household purposes.  The
Borrower   shall   procure  and   maintain  in  effect  all  orders,   licenses,
certificates,  permits,  approvals,  and consents required by federal, state, or
local laws or by any governmental  body, agency, or authority in connection with
the delivery,  installation,  use, and operation of the Collateral. The Borrower
shall  keep  all  of  the  Equipment  in a  satisfactory  state  of  repair  and
satisfactory operating condition in accordance with industry standards, and will
make all repairs and  replacements  when and where necessary and practical.  The
Borrower will not waste or destroy the  Equipment or any part thereof,  and will
not be negligent in the care or use thereof.  The Equipment shall not be annexed
or affixed to or become part of any realty  without the Lender's  prior  written
consent.

     SECTION 5.9. Further  Assurances.  The Borrower will, promptly upon request
by the  Lender,  execute  and  deliver  or use its best  efforts  to obtain  any
document required by the Lender (including, without limitation,  warehouseman or
processor disclaimers, mortgagee waivers, landlord disclaimers, or subordination
agreements  with  respect  to the  Obligations  and the  Collateral),  give  any
notices,  execute  and  file  any  financing  statements,  mortgages,  or  other
documents  (all in form and  substance  satisfactory  to the  Lender),  mark any
chattel paper,  deliver any chattel paper or instruments to the Lender, and take
any other actions that are necessary or, in the opinion of the Lender, desirable
to perfect or continue  the  perfection  and the first  priority of the Lender's
security  interest  in the  Collateral,  to protect the  Collateral  against the
rights,  claims, or interests of any Persons,  or to effect the purposes of this
Agreement.  The  Borrower  hereby  authorizes  the  Lender  to file  one or more
financing or continuation statements, and amendments thereto, relating to all or

                                       7
<PAGE>

any part of the Collateral without the signature of the Borrower where permitted
by law. A carbon,  photographic,  or other reproduction of this Agreement or any
financing  statement  covering  the  Collateral  or any  part  thereof  shall be
sufficient  as a  financing  statement  where  permitted  by law.  To the extent
required  under this  Agreement,  the  Borrower  will pay all costs  incurred in
connection with any of the foregoing.

     SECTION 5.10. No Disposition  of  Collateral.  The Borrower will not in any
way  hypothecate  or create or  permit  to exist  any lien,  security  interest,
charge, or encumbrance on or other interest in any of the Collateral, except for
the lien and security  interest  granted  hereby and  Permitted  Liens which are
junior to the lien and security  interest of the Lender,  and the Borrower  will
not sell, transfer, assign, pledge,  collaterally assign, exchange, or otherwise
dispose  of any of the  Collateral.  In the  event the  Collateral,  or any part
thereof, is sold, transferred,  assigned, exchanged, or otherwise disposed of in
violation  of these  provisions,  the  security  interest  of the  Lender  shall
continue in such Collateral or part thereof notwithstanding such sale, transfer,
assignment,  exchange,  or other  disposition,  and the  Borrower  will hold the
proceeds thereof in a separate account for the benefit of the Lender.  Following
such a sale, the Borrower will transfer such proceeds to the Lender in kind.

     SECTION 5.11. No Limitation on Lender's Rights. The Borrower will not enter
into any  contractual  obligations  which may  restrict or inhibit the  Lender's
rights or ability to sell or  otherwise  dispose of the  Collateral  or any part
thereof.

     SECTION  5.12.  Protection  of  Collateral.  Upon  notice  to the  Borrower
(provided  that if an Event of Default has occurred and is continuing the Lender
need not give any  notice),  the Lender shall have the right at any time to make
any payments and do any other acts the Lender may deem  necessary to protect its
security interests in the Collateral,  including, without limitation, the rights
to satisfy,  purchase,  contest, or compromise any encumbrance,  charge, or lien
which,  in the  reasonable  judgment  of the  Lender,  appears to be prior to or
superior to the security interests granted hereunder,  and appear in, and defend
any action or proceeding  purporting to affect its security interests in, or the
value of, any of the  Collateral.  The Borrower  hereby  agrees to reimburse the
Lender  for all  payments  made  and  expenses  incurred  under  this  Agreement
including  fees,  expenses,   and  disbursements  of  attorneys  and  paralegals
(including  the  allocated  costs of  in-house  counsel)  acting for the Lender,
including  any of the  foregoing  payments  under,  or acts taken to protect its
security  interests  in, any of the  Collateral,  which amounts shall be secured
under this  Agreement,  and agrees it shall be bound by any payment  made or act
taken by the Lender  hereunder  absent the Lender's gross  negligence or willful
misconduct.  The Lender shall have no  obligation  to make any of the  foregoing
payments or perform any of the foregoing acts.

     SECTION 5.13.  Delivery of Items. The Borrower will (a) promptly (but in no
event later than one  Business  Day) after its receipt  thereof,  deliver to the
Lender  any  documents  or  certificates  of title  issued  with  respect to any
property included in the Collateral, and any promissory notes, letters of credit
or instruments  related to or otherwise in connection with any property included
in the  Collateral,  which in any such  case  come  into the  possession  of the
Borrower,  or shall cause the issuer thereof to deliver any of the same directly
to the  Lender,  in each case with any  necessary  endorsements  in favor of the
Lender and (b) deliver to the Lender as soon as available  copies of any and all
press releases and other similar communications issued by the Borrower.

     SECTION 5.14.  Solvency.  The Borrower  shall be and remain  Solvent at all
times.

     SECTION  5.15.  Fundamental  Changes.  The Borrower  shall not (a) amend or
modify its name, unless the Borrower delivers to the Lender thirty days prior to
any such proposed amendment or modification  written notice of such amendment or
modification and within ten days before such amendment or modification  delivers
executed  Uniform  Commercial  Code financing  statements (in form and substance
satisfactory to the Lender) or (b) merge or consolidate with any other entity or
make any  material  change in its capital  structure,  in each case  without the
Lender's  prior  written  consent  which  shall  not be  unreasonably  withheld,
provided  that no consent  shall be required if the merger or  consolidation  is
with a company which (i) has a minimum of  $1,000,000,000  in annual sales, (ii)
is profitable and (iii) has a market  capitalization of at least $1,000,000,000.
Unless Lender is provided  reasonable  advance notice and consents in writing to
the following before it occurs,  there shall be no change,  which change results
from a single  transaction or series of related  transactions,  but not from the
sale of newly issued securities to investors, in more than 35% of the ownership

                                       8
<PAGE>

of any equity  interests of the Borrower on the date hereof and no more than 35%
of such interests may become subject to any contractual,  judicial, or statutory
lien, charge, security interest, or encumbrance.  Notwithstanding the foregoing,
no  consent  shall  be  required  if  the  entity  acquiring  Borrower's  equity
securities  (i)  has a  minimum  of  $1,000,000,000  in  annual  sales,  (ii) is
profitable and (iii) has a market capitalization of at least $1,000,000,000.

     SECTION 5.16.  Additional  Requirements.  The Borrower  shall take all such
further  actions and execute all such further  documents and  instruments as the
Lender may reasonably request.

     SECTION 6. FINANCIAL STATEMENTS. Until the payment and satisfaction in full
of all  Obligations,  the  Borrower  shall  deliver to the Lender the  following
financial information:

     SECTION 6.1. Annual  Financial  Statements.  As soon as available,  but not
later than 120 days after the end of each  fiscal year of the  Borrower  and its
consolidated subsidiaries, the consolidated balance sheet, income statement, and
statements  of cash  flows and  shareholders  equity  for the  Borrower  and its
consolidated  subsidiaries (the "Financial  Statements") for such year, reported
on by independent certified public accountants without an adverse qualification;
and

     SECTION 6.2. Quarterly Financial Statements.  As soon as available, but not
later than 60 days after the end of each of the first three  fiscal  quarters in
any fiscal year of the Borrower and its consolidated subsidiaries, the Financial
Statements for such fiscal quarter,  together with a certification duly executed
by a responsible  officer of the Borrower that such  Financial  Statements  have
been  prepared in  accordance  with GAAP and are fairly  stated in all  material
respects (subject to normal year-end audit adjustments).

     SECTION 7. EVENTS OF DEFAULT. The occurrence of any of the following events
shall constitute an Event of Default hereunder:

          (a) the  Borrower  shall fail to pay within  five days of when due any
     amount  required to be paid by the Borrower under or in connection with any
     Note and this Agreement;

          (b) any representation or warranty made or deemed made by the Borrower
     under or in connection  with any Loan  Document or any Financial  Statement
     shall prove to have been false or incorrect  in any  material  respect when
     made;

          (c) the  Borrower  shall fail to  perform  or  observe  (i) any of the
     terms,  covenants or agreements contained in Sections 5.4, 5.7, 5.10, 5.14,
     or 5.15 hereof or (ii) any other term, covenant,  or agreement contained in
     any Loan Document (other than the other Events of Default specified in this
     Section 7) and such failure  remains  unremedied for the earlier of fifteen
     days from (A) the date on which the Lender has given the  Borrower  written
     notice  of such  failure  and (B) the date on which  the  Borrower  knew or
     should have known of such failure;

          (d) any  provision  of any Loan  Document  to which the  Borrower is a
     party shall for any reason  cease to be valid and binding on the  Borrower,
     or the Borrower shall so state;

          (e)  dissolution,   liquidation,  winding  up,  or  cessation  of  the
     Borrower's business,  failure of the Borrower generally to pay its debts as
     they  mature,  admission  in  writing  by the  Borrower  of  its  inability
     generally to pay its debts as they  mature,  or calling of a meeting of the
     Borrower's  creditors for purposes of  compromising  any of the  Borrower's
     debts;

          (f) the  commencement  by or against the  Borrower of any  bankruptcy,
     insolvency,   arrangement,   reorganization,   receivership,   or   similar
     proceedings  under any  federal  or state law and,  in the case of any such
     involuntary proceeding, such proceeding remains undismissed or unstayed for
     forty-five days following the  commencement  thereof,  or any action by the
     Borrower is taken authorizing any such proceedings;

          (g) an  assignment  for  the  benefit  of  creditors  is  made  by the
     Borrower,   whether   voluntary  or  involuntary,   the  appointment  of  a
     trustee,custodian,  receiver,  or similar  official for the Borrower or for
     any

                                       9
<PAGE>

     substantial  property  of the  Borrower,  or  any  action  by the  Borrower
     authorizing any such proceeding;

          (h) the  Borrower  shall  default in (i) the payment of  principal  or
     interest  on  any  indebtedness  in  excess  of  $50,000  (other  than  the
     Obligations) beyond the period of grace, if any, provided in the instrument
     or  agreement  under  which  such  indebtedness  was  created;  or (ii) the
     observance or performance of any other  agreement or condition  relating to
     any such indebtedness or contained in any instrument or agreement  relating
     thereto,  or any other event shall occur or condition  exist, the effect of
     which  default or other event or  condition  is to cause,  or to permit the
     holder or holders of such  indebtedness to cause, with the giving of notice
     if required,  such indebtedness to become due prior to its stated maturity;
     or (iii) any loan or other  agreement under which the Borrower has received
     financing from Transamerica Corporation or any of its affiliates;

          (i) the Borrower suffers or sustains a Material Adverse Change;

          (j) any tax lien,  other  than a  Permitted  Lien,  is filed of record
     against the Borrower and is not bonded or  discharged  within five Business
     Days;

          (k) any judgment which has had or could reasonably be expected to have
     a Material  Adverse  Effect on the Borrower and such judgment  shall not be
     stayed, vacated, bonded, or discharged within sixty days; or

          (l) any material covenant,  agreement, or obligation, as determined in
     the good faith  business  judgment of the Lender,  made by the Borrower and
     contained in or evidenced  by any of the Loan  Documents  shall cease to be
     enforceable, or shall be determined to be unenforceable, in accordance with
     its terms;  the Borrower shall deny or disaffirm the Obligations  under any
     of the Loan Documents or any liens granted in connection therewith;  or any
     liens  granted on any of the  Collateral  in favor of the  Lender  shall be
     determined  to be void,  voidable,  or  invalid,  or shall not be given the
     priority contemplated by this Agreement.

     SECTION 8.  REMEDIES.  If any Event of Default  shall have  occurred and be
continuing:

          (a) The Lender may, without prejudice to any of its other rights under
     any  Loan  Document  or  Applicable  Law,  declare  all  Obligations  to be
     immediately  due and payable  (except  with respect to any Event of Default
     set forth in  Section  7(f)  hereof,  in which case all  Obligations  shall
     automatically  become  immediately due and payable without necessity of any
     declaration)  without  presentment,  representation,  demand of payment, or
     protest, which are hereby expressly waived.

          (b) The Lender may take  possession  of the  Collateral  and, for that
     purpose may enter,  with the aid and  assistance  of any person or persons,
     any premises  where the Collateral or any part hereof is, or may be placed,
     and remove the same.

          (c) The obligation of the Lender,  if any, to make additional Loans or
     financial  accommodations  of any kind to the  Borrower  shall  immediately
     terminate.

          (d) The Lender may exercise in respect of the Collateral,  in addition
     to other rights and remedies  provided for herein (or in any Loan Document)
     or  otherwise  available  to it, all the rights and  remedies  of a secured
     party under the applicable  Uniform Commercial Code (the "Code") whether or
     not the Code  applies to the affected  Collateral  and also may (i) require
     the Borrower to, and the Borrower hereby agrees that it will at its expense
     and upon  request  of the  Lender  forthwith,  assemble  all or part of the
     Collateral as directed by the Lender and make it available to the Lender at
     a place to be  designated  by the Lender that is  reasonably  convenient to
     both parties and (ii) without  notice except as specified  below,  sell the
     Collateral  or any part thereof in one or more parcels at public or private
     sale, at any of the Lender's offices or elsewhere,  for cash, on credit, or
     for  future  delivery,  and upon such  other  terms as the  Lender may deem
     commercially reasonable.  The Borrower agrees that, to the extent notice of
     sale shall be required by law, at least ten days' notice to the Borrower of
     the time and place of any public  sale or the time after  which any private
     sale is to be made shall  constitute  reasonable  notification.  The Lender
     shall not be obligated to make any sale of Collateral  regardless of notice
     of sale having been given. The

                                       10
<PAGE>

     Lender  may  adjourn  any  public  or  private  sale  from  time to time by
     announcement  at the time and  place  fixed  therefor,  and such  sale may,
     without  further  notice,  be made at the time and place to which it was so
     adjourned.

          (e) All cash  proceeds  received  by the Lender in respect of any sale
     of,  collection  from,  or  other  realization  upon all or any part of the
     Collateral  may, in the discretion of the Lender,  be held by the Lender as
     collateral  for, or then or at any time  thereafter  applied in whole or in
     part by the  Lender  against,  all or any part of the  Obligations  in such
     order as the Lender shall elect.  Any surplus of such cash or cash proceeds
     held by the Lender and  remaining  after the full and final  payment of all
     the Obligations  shall be paid over to the Borrower or to such other Person
     to which the Lender may be required under  applicable law, or directed by a
     court of competent jurisdiction, to make payment of such surplus.

     SECTION 9. MISCELLANEOUS PROVISIONS.

     SECTION 9.1.  Notices.  Except as otherwise  provided herein,  all notices,
approvals, consents, correspondence, or other communications required or desired
to be given  hereunder  shall be given in  writing  and  shall be  delivered  by
overnight  courier,  hand  delivery,  or certified or registered  mail,  postage
prepaid, if to the Lender, then to Transamerica  Technology Finance Division, 76
Batterson Park Road, Farmington,  Connecticut 06032,  Attention:  Assistant Vice
President, Lease Administration,  with a copy to the Lender at Riverway II, West
Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018, Attention: Legal
Department,  and if to the  Borrower,  then to PulsePoint  Communications,  6307
Carpinteria Avenue, Carpinteria, California 93013, Attention: Vice President and
CFO or such other  address as shall be  designated by the Borrower or the Lender
to the other party in accordance  herewith.  All such notices and correspondence
shall be effective when received.

     SECTION 9.2.  Headings.  The headings in this Agreement are for purposes of
reference only and shall not affect the meaning or construction of any provision
of this Agreement.

     SECTION 9.3.  Assignments.  The Borrower shall not have the right to assign
any Note or this Agreement or any interest  therein unless the Lender shall have
given the Borrower prior written consent and the Borrower and its assignee shall
have delivered  assignment  documentation in form and substance  satisfactory to
the Lender in its sole discretion. The Lender may assign its rights and delegate
its obligations under any Note or this Agreement.

     SECTION 9.4. Amendments,  Waivers, and Consents. Any amendment or waiver of
any provision of this Agreement and any consent to any departure by the Borrower
from any provision of this Agreement shall be effective only by a writing signed
by the Lender and shall bind and benefit the  Borrower  and the Lender and their
respective successors and assigns,  subject, in the case of the Borrower, to the
first sentence of Section 9.3.

     SECTION 9.5.  Interpretation  of Agreement.  Time is of the essence in each
provision of this  Agreement of which time is an element.  All terms not defined
herein or in a Note shall have the  meaning  set forth in the  applicable  Code,
except where the context otherwise  requires.  To the extent a term or provision
of this Agreement conflicts with any Note, or any term or provision thereof, and
is not dealt with herein with more  specificity,  this  Agreement  shall control
with respect to the subject  matter of such term or provision.  Acceptance of or
acquiescence in a course of performance  rendered under this Agreement shall not
be  relevant  in  determining  the  meaning of this  Agreement  even  though the
accepting or  acquiescing  party had knowledge of the nature of the  performance
and opportunity for objection.

     SECTION 9.6.  Continuing  Security Interest.  This Agreement shall create a
continuing  security  interest  in the  Collateral  and shall (i) remain in full
force and effect until the indefeasible payment in full of the Obligations, (ii)
be binding  upon the Borrower  and its  successors  and assigns and (iii) inure,
together with the rights and remedies of the Lender hereunder, to the benefit of
the Lender and its successors, transferees, and assigns.

                                       11
<PAGE>

     SECTION 9.7. Reinstatement.  To the extent permitted by law, this Agreement
and the  rights and powers  granted to the Lender  hereunder  and under the Loan
Documents  shall  continue to be effective or be  reinstated  if at any time any
amount received by the Lender in respect of the Obligations is rescinded or must
otherwise be restored or returned by the Lender upon the insolvency, bankruptcy,
dissolution,  liquidation,  or  reorganization  of  the  Borrower  or  upon  the
appointment  of any  receiver,  intervenor,  conservator,  trustee,  or  similar
official for the Borrower or any substantial  part of its assets,  or otherwise,
all as though such payments had not been made.

     SECTION 9.8. Survival of Provisions.  All representations,  warranties, and
covenants  of the Borrower  contained  herein shall  survive the  execution  and
delivery of this  Agreement,  and shall  terminate  only upon the full and final
payment and performance by the Borrower of the Obligations secured hereby.

     SECTION 9.9.  Indemnification.  The Borrower  agrees to indemnify  and hold
harmless the Lender and its directors,  officers, agents, employees, and counsel
from and against any and all costs,  expenses,  claims, or liability incurred by
the Lender or such  Person  hereunder  and under any other Loan  Document  or in
connection herewith or therewith, unless such claim or liability shall be due to
willful misconduct or gross negligence on the part of the Lender or such Person.

     SECTION 9.10.  Counterparts;  Telecopied Signatures.  This Agreement may be
executed in counterparts,  each of which when so executed and delivered shall be
an  original,  but  both of which  shall  together  constitute  one and the same
instrument.  This Agreement and each of the other Loan Documents and any notices
given in  connection  herewith or  therewith  may be executed  and  delivered by
telecopier or other facsimile transmission all with the same force and effect as
if the same was a fully executed and delivered original manual counterpart.

     SECTION 9.11.  Severability.  In case any provision in or obligation  under
this Agreement or any Note or any other Loan Document shall be invalid, illegal,
or unenforceable in any jurisdiction, the validity, legality, and enforceability
of the remaining  provisions or obligations,  or of such provision or obligation
in any other jurisdiction, shall not in any way be affected or impaired thereby.

     SECTION 9.12. Delays; Partial Exercise of Remedies. No delay or omission of
the Lender to exercise any right or remedy  hereunder,  whether  before or after
the  happening  of any Event of  Default,  shall  impair any such right or shall
operate  as a waiver  thereof or as a waiver of any such  Event of  Default.  No
single or partial  exercise by the Lender of any right or remedy shall  preclude
any other or further exercise thereof, or preclude any other right or remedy.

     SECTION 9.13. Entire Agreement. The Borrower and the Lender agree that this
Agreement,  the Schedule hereto,  and the Commitment Letter are the complete and
exclusive  statement  and  agreement  between  the parties  with  respect to the
subject matter hereof,  superseding all proposals and prior agreements,  oral or
written,  and all other  communications  between the parties with respect to the
subject matter hereof. Should there exist any inconsistency between the terms of
the Commitment  Letter and this  Agreement,  the terms of this  Agreement  shall
prevail.

     SECTION 9.14. Setoff. In addition to and not in limitation of all rights of
offset  that the Lender may have under  Applicable  Law,  and whether or not the
Lender has made any demand or the Obligations of the Borrower have matured,  the
Lender  shall  have the right to  appropriate  and apply to the  payment  of the
Obligations  of  the  Borrower  all  deposits  and  other  obligations  then  or
thereafter  owing by the  Lender  to or for the  credit  or the  account  of the
Borrower.

     SECTION 9.15. WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER IRREVOCABLY
WAIVE  ALL RIGHT TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING,  OR  COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS  AGREEMENT,  ANY OTHER LOAN DOCUMENT,  OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                                       12
<PAGE>

     SECTION 9.16. GOVERNING LAW. THE VALIDITY,  INTERPRETATION, AND ENFORCEMENT
OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.

     SECTION  9.17.  Venue;  Service of Process.  ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF ILLINOIS SITUATED IN COOK COUNTY, OR OF THE UNITED STATES
OF AMERICA FOR THE NORTHERN DISTRICT OF ILLINOIS, AND, BY EXECUTION AND DELIVERY
OF THIS AGREEMENT,  THE BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY,  GENERALLY  AND  UNCONDITIONALLY,  THE  JURISDICTION  OF THE AFORESAID
COURTS.  THE BORROWER  HEREBY  IRREVOCABLY  WAIVES,  IN CONNECTION WITH ANY SUCH
ACTION OR PROCEEDING,  (a) ANY OBJECTION,  INCLUDING,  WITHOUT  LIMITATION,  ANY
OBJECTION  TO THE  LAYING  OF  VENUE  OR  BASED  ON THE  GROUNDS  OF  FORUM  NON
CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION
OR PROCEEDING IN SUCH  RESPECTIVE  JURISDICTIONS  AND (b) THE RIGHT TO INTERPOSE
ANY NONCOMPULSORY SETOFF, COUNTERCLAIM, OR CROSS-CLAIM. THE BORROWER IRREVOCABLY
CONSENTS  TO THE SERVICE OF PROCESS OF ANY OF THE  AFOREMENTIONED  COURTS IN ANY
SUCH ACTION OR  PROCEEDING  BY THE MAILING OF COPIES  THEREOF BY  REGISTERED  OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT THE ADDRESS FOR IT SPECIFIED
IN SECTION 9.1 HEREOF.  NOTHING  HEREIN  SHALL AFFECT THE RIGHT OF THE LENDER TO
SERVE  PROCESS  IN ANY  OTHER  MANNER  PERMITTED  BY LAW  OR TO  COMMENCE  LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION,
SUBJECT IN EACH  INSTANCE TO THE  PROVISIONS  HEREOF WITH  RESPECT TO RIGHTS AND
REMEDIES.

     IN WITNESS WHEREOF,  the undersigned  Borrower has caused this Agreement to
be duly executed and delivered by its proper and duly  authorized  officer as of
the date first set forth above.

                                        PULSEPOINT COMMUNICATIONS



                                        By: /s/ B. Robert Suh
                                          ------------------------------
                                          Name:  B. Robert Suh
                                          Title: Vice President and CFO
                                        Federal Tax ID:  953222624

Accepted as of the
10th day of November, 1998


TRANSAMERICA BUSINESS CREDIT CORPORATION



By: /s/ Gary P. Moro
  ------------------------------
  Name:  Gary P. Moro
  Title:  Vice President


Form16


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