<PAGE>   1
                               SECURITY AGREEMENT


         THIS SECURITY AGREEMENT is made and entered into as of the 27th day of
April, 2000, by INTERACT COMMERCE CORPORATION, a Delaware corporation
(hereinafter called "Debtor"), whose chief executive office is located at 8800
North Gainey Center Drive, Suite 200, Scottsdale, Arizona 85258, in favor of
IMPERIAL BANK, a California banking corporation, and its successors and assigns
(hereinafter called "Secured Party"), whose address is 400 East Van Buren, Suite
900, Phoenix, Arizona 85004.

1.       SECURITY INTEREST

         Debtor hereby grants to Secured Party a security interest (hereinafter
called the "Security Interest") in all of Debtor's right, title and interest in
and to the personal property described on Schedule "A" attached hereto (the
"Collateral").

2.       OBLIGATION SECURED

         The Security Interest shall secure, in such order of priority as
Secured Party may elect:

                  (a) Payment of the sum of $4,000,000.00 according to the terms
         of that Revolving Promissory Note of even date herewith, made by
         Debtor, payable to the order of Secured Party, evidencing a revolving
         line of credit, all or any part of which may be advanced to Debtor,
         repaid by Debtor and readvanced to Debtor, from time to time, subject
         to the terms and conditions thereof, with interest thereon, extension
         and other fees, late charges and attorneys' fees, according to the
         terms thereof, and all extensions, modifications, renewals,
         restatements or replacements thereof (hereinafter called the "Note");

                  (b) Payment, performance and observance by Debtor of each
         covenant, condition, provision and agreement contained herein and of
         all monies expended or advanced by Secured Party pursuant to the terms
         hereof, or to preserve any right of Secured Party hereunder, or to
         protect or preserve the Collateral or any part thereof;

                  (c) Payment, performance and observance by Debtor of each
         covenant, condition, provision and agreement contained in that Credit
         Agreement of even date herewith, by and between Debtor and Secured
         Party (as extended, modified, renewed, restated or replaced hereinafter
         called the "Credit Agreement") and in any other document or instrument
         related to the indebtedness described in subparagraph (a) above and of
         all monies expended or advanced by Secured Party pursuant to the terms
         thereof or to preserve any right of Secured Party thereunder;

                  (d) Payment and performance of any and all other indebtedness,
         obligations and liabilities of Debtor to Secured Party of every kind
         and character,


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         direct or indirect, absolute or contingent, due or to become due, now
         existing or hereafter incurred, whether such indebtedness is from time
         to time reduced and thereafter increased or entirely extinguished and
         thereafter reincurred.

All of the indebtedness and obligations secured by this Agreement are
hereinafter collectively called the "Obligation."

3.       USE; LOCATION; CONSTRUCTION

         3.1 The Collateral is or will be used or produced primarily for
business purposes.

         3.2 The Collateral will be kept at Debtor's address set forth at the
beginning of this Agreement and/or at the location(s) listed on Schedule "B", if
any, attached hereto.

         3.3 Debtor's records concerning the Collateral will be kept at Debtor's
address set forth at the beginning of this Agreement and/or at the location(s)
listed on Schedule "B", if any, attached hereto.

4.       REPRESENTATIONS AND WARRANTIES OF DEBTOR

         Debtor hereby represents and warrants that:

         4.1 Debtor is the owner of the Collateral free of all security
interests or other encumbrances except the Security Interest and, to the best
knowledge of Debtor, no financing statement covering the Collateral is filed or
recorded in any public office except with respect to any Permitted Liens (as
defined in the Credit Agreement).

         4.2 The Collateral is, and is intended to be, used, produced or
acquired by Debtor for use primarily for business purposes. The address of
Debtor set forth at the beginning of this Agreement is the chief executive
office of Debtor.

         4.3 Each account, chattel paper or general intangible included in the
Collateral is genuine and enforceable in accordance with its terms against the
party named therein who is obligated to pay the same (hereinafter called
"Obligor"), and, assuming Secured Party files with the Arizona Secretary of
State and Patent and Trademark Office, the security interests that are part of
each item of chattel paper included in the Collateral are valid, first and prior
perfected security interests. To the best knowledge of Debtor, each Obligor is
solvent, and the amount that Debtor has represented to Secured Party as owing by
each Obligor is the amount actually and unconditionally owing by that Obligor,
without deduction except for normal cash discounts where applicable; no Obligor
has any valid defense, setoff, claim or counterclaim against Debtor that can be
asserted against Secured Party whether in any proceeding to enforce the Security
Interest or otherwise. Each document, instrument and chattel paper included in
the Collateral is complete and regular on its face and free from evidence of
forgery or alteration. No default has occurred in connection with any
instrument, document or chattel paper included in the Collateral, no payment in
connection therewith is overdue and no presentment, dishonor or protest has


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occurred in connection therewith, except, in each case, in the ordinary course
of business and in amounts properly reserved for in Debtor's financial
statements.

5.       COVENANTS OF DEBTOR

         5.1 Debtor shall not sell, transfer, assign or otherwise dispose of any
Collateral or any interest therein (except as permitted herein) without
obtaining the prior written consent of Secured Party and shall keep the
Collateral free of all security interests or other encumbrances except the
Security Interest and any Permitted Liens. Although proceeds of Collateral are
covered by this Agreement, this shall not be construed to mean that Secured
Party consents to any sale of the Collateral; provided, however, that Debtor can
sell or dispose of the Collateral in the ordinary course of business.

         5.2 Debtor shall keep and maintain the Collateral in good condition and
repair and shall not use the Collateral in violation of any provision of this
Agreement or any applicable statute, ordinance or regulation or any policy of
insurance insuring the Collateral.

         5.3 Debtor shall provide and maintain insurance insuring the Collateral
against risks, with coverage and in form and amount satisfactory to Secured
Party. At Secured Party's request, Debtor shall deliver to Secured Party the
original policies of insurance containing endorsements naming Secured Party as a
loss payee.

         5.4 Debtor shall pay when due all taxes, assessments and other charges
which may be levied or assessed against the Collateral.

         5.5 Debtor shall prevent any portion of the Collateral that is not a
fixture from being or becoming a fixture and shall prevent any portion of the
Collateral from being or becoming an accession to other goods that are not part
of the Collateral.

         5.6 Debtor shall keep all titled vehicles properly registered with and
licensed, shall provide Secured Party with the license numbers of all titled
vehicles, and if requested by Secured Party shall cause the Security Interest to
be shown as a valid first lien on the Certificate of Title.

         5.7 Debtor, upon demand, shall promptly deliver to Secured Party all
instruments, documents and chattel paper included in the Collateral and all
invoices, shipping or delivery records, purchase orders, contracts or other
items related to the Collateral. Debtor shall notify Secured Party immediately
of any default by any Obligor in the payment or performance of its obligations
with respect to any Collateral if such default could be reasonably expected to
have a Material Adverse Effect on Debtor.

         5.8 Debtor shall give Secured Party immediate written notice of any
change in the location of: (i) Debtor's chief executive office; (ii) the
Collateral or any part thereof; or (iii) Debtor's records concerning the
Collateral.

         5.9 Secured Party or its agents may inspect the Collateral at
reasonable times and may enter into any premises where the Collateral is or may
be located. Debtor shall keep records


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concerning the Collateral in accordance with generally accepted accounting
principles. Secured Party shall have free and complete access to Debtor's
records and shall have the right to make extracts therefrom or copies thereof.
Upon request of Secured Party from time to time, Debtor shall submit up-to-date
schedules of the items comprising the Collateral in such detail as Secured Party
may reasonably require and shall deliver to Secured Party confirming specific
assignments of all accounts, instruments, documents and chattel paper included
in the Collateral.

         5.10 Debtor, at its cost and expense, shall protect and defend this
Agreement, all of the rights of Secured Party hereunder, and the Collateral
against all claims and demands of other parties, including without limitation
defenses, setoffs, claims and counterclaims asserted by any Obligor against
Debtor and/or Secured Party. Debtor shall pay all claims and charges that in the
opinion of Secured Party might prejudice, imperil or otherwise affect the
Collateral or the Security Interest. Debtor shall promptly notify Secured Party
of any levy, distraint or other seizure by legal process or otherwise of any
part of the Collateral and of any threatened or filed claims or proceedings that
might in any way affect or impair the terms of this Agreement.

         5.11 Assuming Secured Party files with the Arizona Secretary of State
and Patent and Trademark Office, the Security Interest, at all times, shall be
perfected and shall be prior to any other interests in the Collateral, except
for Permitted Liens. Debtor shall act and perform as necessary and shall execute
and file all security agreements, financing statements, continuation statements
and other documents requested by Secured Party to establish, maintain and
continue the perfected Security Interest. Debtor, on demand, shall promptly pay
all costs and expenses of filing and recording, including the costs of any
searches, deemed necessary by Secured Party from time to time to establish and
determine the validity and the continuing priority of the Security Interest.

         5.12 If Debtor shall fail to pay any taxes, assessments, expenses or
charges, to keep all of the Collateral free from other security interests,
encumbrances or claims, to keep the Collateral in good condition and repair, to
procure and maintain insurance thereon, or to perform otherwise as required
herein, Secured Party may advance the monies necessary to pay the same, to
accomplish such repairs, to procure and maintain such insurance or to so
perform; Secured Party is hereby authorized to enter upon any property in the
possession or control of Debtor for such purposes.

         5.13 All rights, powers and remedies granted Secured Party herein, or
otherwise available to Secured Party, are for the sole benefit and protection of
Secured Party, and Secured Party may exercise any such right, power or remedy at
its option and in its sole and absolute discretion without any obligation to do
so. In addition, if under the terms hereof, Secured Party is given two or more
alternative courses of action, Secured Party may elect any alternative or
combination of alternatives at its option and in its sole and absolute
discretion. All monies advanced by Secured Party under the terms hereof and all
amounts paid, suffered or incurred by Secured Party in exercising any authority
granted herein, including reasonable attorneys' fees, shall be added to the
Obligation, shall be secured by the Security Interest, shall bear interest at
the Default Rate (as defined in the Credit Agreement) until paid, and shall be
due and payable by Debtor to Secured Party immediately without demand.


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6.       NOTIFICATION AND PAYMENTS; COLLECTION OF COLLATERAL; USE OF COLLATERAL
         BY DEBTOR

         6.1 Secured Party, after the occurrence of any Event of Default,
defined below, and with prior written notice to Debtor, may notify any or all
Obligors of the existence of the Security Interest and may direct the Obligors
to make all payments on the Collateral to Secured Party. Until Secured Party has
notified the Obligors to remit payments directly to it, Debtor, at Debtor's own
cost and expense, shall collect or cause to be collected the accounts and monies
due under the accounts, documents, instruments and general intangibles or
pursuant to the terms of the chattel paper. Secured Party shall not be liable or
responsible for any embezzlement, conversion, negligence or default by Debtor or
Debtor's agents with respect to such collections; all agents used in such
collections shall be agents of Debtor and not agents of Secured Party. Unless
Secured Party notifies Debtor in writing that it waives one or more of the
requirements set forth in this sentence, any payments or other proceeds of
Collateral received by Debtor after the occurrence of an Event of Default,
before or after notification to Obligors, shall be held by Debtor in trust for
Secured Party in the same form in which received, shall not be commingled with
any assets of Debtor and shall be turned over to Secured Party not later than
the next business day following the day of receipt. After the occurrence of an
Event of Default, all payments and other proceeds of Collateral received by
Secured Party directly or from Debtor shall be applied to the Obligation in such
order and manner and at such time as Secured Party, in its sole discretion,
shall determine. In addition, after the occurrence of an Event of Default,
Debtor shall promptly notify Secured Party of the return to or possession by
Debtor of goods underlying any Collateral; Debtor shall hold the same in trust
for Secured Party and shall dispose of the same as Secured Party directs.

         6.2 Secured Party, after the occurrence of an Event of Default and
without notice to Debtor, may demand, collect and sue on the Collateral (either
in Debtor's or Secured Party's name), enforce, compromise, settle or discharge
the Collateral and endorse Debtor's name on any instruments, documents, or
chattel paper included in or pertaining to the Collateral; Debtor hereby
irrevocably appoints Secured Party its attorney in fact for all such purposes.

         6.3 Until the occurrence of an Event of Default, Debtor may: (i) use,
consume and sell any inventory included in the Collateral in any lawful manner
in the ordinary course of Debtor's business provided that all sales shall be at
commercially reasonable prices; and (ii) subject to Paragraphs 6.1 and 6.2
above, retain possession of any other Collateral and use it in any lawful manner
consistent with this Agreement.

7.       COLLATERAL IN THE POSSESSION OF SECURED PARTY

         7.1 Secured Party shall use such reasonable care in handling,
preserving and protecting the Collateral in its possession as it uses in
handling similar property for its own account. Secured Party, however, shall
have no liability for the loss, destruction or disappearance of any Collateral
unless there is affirmative proof of a lack of due care; the lack of due care
shall not be implied solely by virtue of any loss, destruction or disappearance.


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<PAGE>   6
         7.2 Debtor shall be solely responsible for taking any and all actions
to preserve rights against all Obligors; Secured Party shall not be obligated to
take any such actions whether or not the Collateral is in Secured Party's
possession. Debtor waives presentment and protest with respect to any instrument
included in the Collateral on which Debtor is in any way liable and waives
notice of any action taken by Secured Party with respect to any instrument,
document or chattel paper included in any Collateral that is in the possession
of Secured Party.

8.       EVENTS OF DEFAULT; REMEDIES

         8.1 The occurrence of any of the following events or conditions shall
constitute and is hereby defined to be an "Event of Default":

                  (a) Any failure or neglect to perform or observe any of the
         terms, provisions, or covenants of this Agreement, and such failure or
         neglect either cannot be remedied or, if it can be remedied, it
         continues unremedied for a period of thirty (30) days after notice
         thereof to Debtor.

                  (b) Any warranty, representation or statement contained in
         this Agreement that shall be or shall prove to have been false when
         made or furnished.

                  (c) Any levy or execution upon, or judicial seizure of, any
         portion of the Collateral or any other collateral or security for the
         Obligation.

                  (d) Any attachment or garnishment of, or the existence or
         filing of any lien or encumbrance against, any portion of the
         Collateral or any other collateral or security for the Obligation that
         is not removed and released within fifteen (15) days after its
         creation, except for Permitted Liens.

                  (e) The institution of any legal action or proceedings to
         enforce any lien or encumbrance upon any portion of the Collateral or
         any other collateral or security for the Obligation, that is not
         dismissed within fifteen (15) days after its institution, except for
         Permitted Liens.

                  (f) The abandonment by Debtor of all or any part of the
         Collateral.

                  (g) The loss, theft or destruction of, or any substantial
         damage to, any portion of the Collateral or any other collateral or
         security for the Obligation, that is not adequately covered by
         insurance.

                  (h) The occurrence of any event of default under the Note, the
         Credit Agreement or any other document or instrument executed or
         delivered in connection with the Obligation.

         8.2 Upon the occurrence of any Event of Default and at any time while
such Event of Default is continuing, Secured Party shall have the following
rights and remedies and may do one or more of the following:


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<PAGE>   7
                  (a) Declare all or any part of the Obligation to be
         immediately due and payable, and the same, with all costs and charges,
         shall be collectible thereupon by action at law.

                  (b) Without further notice or demand and without legal
         process, take possession of the Collateral wherever found and, for this
         purpose, enter upon any property occupied by or in the control of
         Debtor. Debtor, upon demand by Secured Party, shall assemble the
         Collateral and deliver it to Secured Party or to a place designated by
         Secured Party that is reasonably convenient to both parties.

                  (c) Operate the business of Debtor as a going concern,
         including, without limitation, extend sales or services to new
         customers and advance funds for such operation. Secured Party shall not
         be liable for any depreciation, loss, damage or injury to the
         Collateral or other property of Debtor as a result of such action.
         Debtor hereby waives any claim of trespass or replevin arising as a
         result of such action.

                  (d) Pursue any legal or equitable remedy available to collect
         the Obligation, to enforce its title in and right to possession of the
         Collateral and to enforce any and all other rights or remedies
         available to it.

                  (e) Upon obtaining possession of the Collateral or any part
         thereof, after written notice to Debtor as provided in Paragraph 8.4
         herein, sell such Collateral at public or private sale either with or
         without having such Collateral at the place of sale. The proceeds of
         such sale, after deducting therefrom all reasonable expenses of Secured
         Party in taking, storing, repairing and selling the Collateral
         (including reasonable attorneys' fees) shall be applied to the payment
         of the Obligation, and any surplus thereafter remaining shall be paid
         to Debtor or any other person that may be legally entitled thereto. In
         the event of a deficiency between such net proceeds from the sale of
         the Collateral and the total amount of the Obligation, Debtor, upon
         demand, shall promptly pay the amount of such deficiency to Secured
         Party.

         8.3 Secured Party, so far as may be lawful, may purchase all or any
part of the Collateral offered at any public or private sale made in the
enforcement of Secured Party's rights and remedies hereunder.

         8.4 Any demand or notice of sale, disposition or other intended action
hereunder or in connection herewith, whether required by the Uniform Commercial
Code or otherwise, shall be deemed to be commercially reasonable and effective
if such demand or notice is given to Debtor at least five (5) days prior to such
sale, disposition or other intended action, in the manner provided herein for
the giving of notices.

         8.5 Debtor shall pay all costs and expenses, including without
limitation costs of Uniform Commercial Code searches, court costs and reasonable
attorneys' fees, incurred by


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Secured Party in enforcing payment and performance of the Obligation or in
exercising the rights and remedies of Secured Party hereunder. All such costs
and expenses shall be secured by this Agreement and by all deeds of trust and
other lien and security documents securing the Obligation. In the event of any
court proceedings, court costs and attorneys' fees shall be set by the court and
not by jury and shall be included in any judgment obtained by Secured Party.

         8.6 In addition to any remedies provided herein for an Event of
Default, Secured Party shall have all the rights and remedies afforded a secured
party under the Uniform Commercial Code and all other legal and equitable
remedies allowed under applicable law. No failure on the part of Secured Party
to exercise any of its rights hereunder arising upon any Event of Default shall
be construed to prejudice its rights upon the occurrence of any other or
subsequent Event of Default. No delay on the part of Secured Party in exercising
any such rights shall be construed to preclude it from the exercise thereof at
any time while that Event of Default is continuing. Secured Party may enforce
any one or more rights or remedies hereunder successively or concurrently. By
accepting payment or performance of any of the Obligation after its due date,
Secured Party shall not thereby waive the agreement contained herein that time
is of the essence, nor shall Secured Party waive either its right to require
prompt payment or performance when due of the remainder of the Obligation or its
right to consider the failure to so pay or perform an Event of Default.

9.       MISCELLANEOUS PROVISIONS

         9.1 The acceptance of this Agreement by Secured Party shall not be
considered a waiver of or in any way to affect or impair any other security that
Secured Party may have, acquire simultaneously herewith, or hereafter acquire
for the payment or performance of the Obligation, nor shall the taking by
Secured Party at any time of any such additional security be construed as a
waiver of or in any way to affect or impair the Security Interest; Secured Party
may resort, for the payment or performance of the Obligation, to its several
securities therefor in such order and manner as it may determine.

         9.2 Without notice or demand, without affecting the obligations of
Debtor hereunder or the personal liability of any person for payment or
performance of the Obligation, and without affecting the Security Interest or
the priority thereof, Secured Party, from time to time, may: (i) extend the time
for payment of all or any part of the Obligation, accept a renewal note
therefor, reduce the payments thereon, release any person liable for all or any
part thereof, or otherwise change the terms of all or any part of the
Obligation; (ii) take and hold other security for the payment or performance of
the Obligation and enforce, exchange, substitute, subordinate, waive or release
any such security; (iii) join in any extension or subordination agreement; or
(iv) release any part of the Collateral from the Security Interest.

         9.3 Debtor waives and agrees not to assert: (i) any right to require
Secured Party to proceed against any guarantor, to proceed against or exhaust
any other security for the Obligation, to pursue any other remedy available to
Secured Party, or to pursue any remedy in any particular order or manner; (ii)
the benefits of any legal or equitable doctrine or principle of marshalling;
(iii) the benefits of any statute of limitations affecting the enforcement
hereof; (iv) demand, diligence, presentment for payment, protest and demand, and
notice of extension,


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<PAGE>   9
dishonor, protest, demand and nonpayment, relating to the Obligation; and (v)
any benefit of, and any right to participate in, any other security now or
hereafter held by Secured Party.

         9.4 The terms herein shall have the meanings in and be construed under
the Uniform Commercial Code. This Agreement shall be governed by and construed
in accordance with the substantive laws (other than conflict laws) of the State
of California, except to the extent Secured Party has greater rights or remedies
under Federal law, whether as a national bank or otherwise, in which case such
choice of California law shall not be deemed to deprive Secured Party of any
such rights and remedies as may be available under Federal law. Subject to the
provisions of Section 10.6 of the Credit Agreement, each party consents to the
personal jurisdiction and venue of the state courts located in Los Angeles,
State of California in connection with any controversy related to this
Agreement, waives any argument that venue in any such forum is not convenient
and agrees that any litigation initiated by any of them in connection with this
Agreement shall be venued in the Superior Court of Los Angeles County,
California. The parties waive any right to trial by jury in any action or
proceeding based on or pertaining to this Agreement or any of the Credit
Documents as defined in the Credit Agreement.

         9.5 No modification, rescission, waiver, release or amendment of any
provision of this Agreement shall be made except by a written agreement executed
by Debtor and a duly authorized officer of Secured Party.

         9.6 This is a continuing Agreement which shall remain in full force and
effect until actual receipt by Secured Party of written notice of its revocation
as to future transactions and shall remain in full force and effect thereafter
until all of the Obligation incurred before the receipt of such notice, and all
of the Obligation incurred thereafter under commitments extended by Secured
Party before the receipt of such notice, shall have been paid and performed in
full.

         9.7 No setoff or claim that Debtor now has or may in the future have
against Secured Party shall relieve Debtor from paying or performing the
Obligation.

         9.8 Time is of the essence hereof. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their heirs,
personal representatives, successors and assigns. The term "Secured Party" shall
include not only the original Secured Party hereunder but also any future owner
and holder, including pledgees, of note or notes evidencing the Obligation. The
provisions hereof shall apply to the parties according to the context thereof
and without regard to the number or gender of words or expressions used.

         9.9 All notices required or permitted to be given hereunder shall be in
writing and may be given in person or by United States mail, by delivery service
or by electronic transmission. Any notice directed to a party to this Agreement
shall become effective upon the earliest of the following: (i) actual receipt by
that party; (ii) delivery to the designated address of that party, addressed to
that party; or (iii) if given by certified or registered United States mail,
twenty-four (24) hours after deposit with the United States Postal Service,
postage prepaid, addressed to that party at its designated address. The
designated address of a party shall be the address of that party shown at the
beginning of this Agreement or such other address as that party, from time to
time, may specify by notice to the other parties.


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<PAGE>   10
         9.10 A carbon, photographic or other reproduced copy of this Agreement
and/or any financing statement relating hereto shall be sufficient for filing
and/or recording as a financing statement.

         9.11 Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement.

         IN WITNESS WHEREOF, these presents are executed as of the date
indicated above.

                                         INTERACT COMMERCE CORPORATION, a
                                         Delaware corporation



                                         By:
                                            ---------------------------------
                                         Name:
                                              -------------------------------
                                         Title:
                                               ------------------------------
                                                                       DEBTOR


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<PAGE>   11
                                  SCHEDULE "A"

                             COLLATERAL DESCRIPTION


         All of the property described below in, to or under which Debtor now
has or hereafter acquires any right, title or interest, whether present, future
or contingent, and in Debtor's expectancy to acquire such property (all of the
property described on this schedule is herein called the "Collateral"):

                  1. All accounts, general intangibles, instruments, documents
         and chattel paper (including all accounts receivable, notes, drafts,
         lease agreements and security agreements), and all goods, if any,
         represented thereby, whether now existing or hereafter acquired or
         created from time to time in the course of Debtor's business;

                  2. All inventory now owned or hereafter acquired, including
         all goods held for sale or lease in Debtor's business, as now or
         hereafter conducted, and all materials, work in process and finished
         goods used or to be consumed in Debtor's business (whether or not the
         inventory is represented by warehouse receipts or bills of lading or
         has been or may be placed in transit or delivered to a public
         warehouse);

                  3. All equipment now owned or hereafter acquired, including
         all furniture, fixtures, furnishings, vehicles (whether titled or
         non-titled), machinery, materials and supplies, wherever located,
         including but not limited to such items described on the collateral
         schedule (if any) attached hereto and by this reference made a part
         hereof, together with all parts, accessories, attachments, additions
         thereto or replacements therefor;

                  4. All instruments, documents and chattel paper now held by or
         hereafter delivered to Secured Party, together with all property rights
         and security interests evidenced thereby, all increases thereof
         (including, without limitation, stock dividends), all profits therefrom
         and all transformations thereof, including but not limited to such
         items described on the collateral schedule (if any) attached hereto and
         by this reference made a part hereof;

                  5. All tax refund claims, all policies or certificates of
         insurance covering any of the Collateral, all contracts, agreements or
         rights of indemnification, guaranty or surety relating to any of the
         Collateral, and all claims, awards, loss payments, proceeds and premium
         refunds that may become payable with respect to any such policies,
         certificates, contracts, agreements or rights;


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<PAGE>   12
                  6. All ledger cards, invoices, delivery receipts, worksheets,
         books of accounts, statements, correspondence, customer lists, files,
         journals, ledgers and records in any form, written or otherwise,
         related to any of the Collateral;

                  7. Tradenames, trademarks, trademark applications, copyrights,
         copyright applications, service marks, domain names and the entire
         goodwill of or associated with the business now or hereafter conducted
         by the Debtor; provided, however, that Debtor shall not be required to
         register any copyrights on material it regards trade secrets;

                  8. All claims for loss or damage to or in connection with any
         of the Collateral, all other claims in any form for the payment of
         money, including tort claims, and all rights with respect to such
         claims and all proceeds thereof;

                  9. All accessions to any of the Collateral; and

                  10. All products and proceeds of the Collateral, in any form,
         including all proceeds received, due or to become due from any sale,
         exchange or other disposition of any of the Collateral, whether such
         proceeds are cash or noncash in nature or are represented by checks,
         drafts, notes or other instruments for the payment of money.

All "Collateral Schedules," if any, attached hereto are hereby incorporated into
this collateral description as if set forth here and at each reference thereto.


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<PAGE>   13
                                  SCHEDULE "B"

                                 OTHER ADDRESSES
                                   (Section 3)


1.       550 South Winchester Boulevard
         Suite 300
         San Jose, California  85128

2.       400 Country Club Road
         Suite 400
         Eugene, Oregon  97401

3.       8601 North Scottsdale Road
         Suite 200
         Scottsdale, Arizona 85258