<PAGE>   1

                            REVOLVING PROMISSORY NOTE


$4,000,000.00                                                   Phoenix, Arizona
                                                                  April 27, 2000


         FOR VALUE RECEIVED, the undersigned (hereinafter called "Maker"),
promises to pay to the order of IMPERIAL BANK, a California banking corporation
(the "Payee"; Payee and each subsequent transferee and/or owner of this Note,
whether taking by endorsement or otherwise, are herein successively called
"Holder"), at Imperial Bank, 9920 South La Cienega Boulevard, Lending Services,
Inglewood, California 90301, or at such other place as Holder may from time to
time designate in writing, the principal sum of FOUR MILLION AND NO/100 DOLLARS
($4,000,000.00) or so much thereof as Holder may advance to or for the benefit
of Maker plus interest calculated on a daily basis (based on a 360-day year)
from the date hereof on the principal balance from time to time outstanding as
hereinafter provided, principal, interest and all other sums payable hereunder
to be paid in lawful money of the United States of America as follows:

                  A. Interest shall accrue:

                           (a) On the unpaid principal of an RLC Advance at the
                  Variable Rate, except to the extent that an RLC Advance bears
                  interest at the LIBOR Based Rate.

                           (b) On the unpaid principal of an RLC Advance at the
                  LIBOR Based Rate, to the extent Borrower shall elect and to
                  the extent not otherwise provided in the Credit Agreement.

                  B. All accrued and unpaid interest through the end of the
         preceding month shall be due and payable on each Payment Date.

                  C. The entire unpaid principal balance, all accrued and unpaid
         interest, and all other amounts payable hereunder shall be due and
         payable in full on the RLC Maturity Date.

         The "Variable Rate" means the rate per annum equal to (i) the Prime
Rate per annum as in effect from time to time, plus (ii) one-half of one percent
(0.50%); the Variable Rate shall change on each day that the "Prime Rate"
changes. The LIBOR Based Rate means the rate per annum equal to the sum of LIBOR
and three hundred basis points (300 b.p.). The "RLC Maturity Date" means April
26, 2001.

         The principal balance of this Note represents a revolving credit all or
any part of which may be advanced to Maker, repaid by Maker, and re-advanced to
Maker from time to time, subject to the other terms hereof and the conditions,
if any, contained in the Credit Agreement of even date herewith (hereinafter
called "Credit Agreement") by and between Maker and Payee,


                                       -1-
<PAGE>   2
and provided that the principal balance outstanding at any one time shall not
exceed the face amount hereof.

         Maker agrees to an effective rate of interest that is the rate stated
above plus any additional rate of interest resulting from any other charges in
the nature of interest paid or to be paid by or on behalf of Maker, or any
benefit received or to be received by Holder, in connection with this Note.

         This Note is issued pursuant to the Credit Agreement and is secured by
the Security Documents, as defined in the Credit Agreement, and may now or
hereafter be secured by one or more other security agreements, mortgages, deeds
of trust, assignments or other instruments or agreements. Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to such terms
in the Credit Agreement.

         Time is of the essence of this Note, subject to the terms of the Credit
Agreement.

         Maker shall pay all costs and expenses, including reasonable attorneys'
fees and court costs, incurred in the collection or enforcement of all or any
part of this Note. All such costs and expenses shall be secured by the Security
Documents.

         Failure of Holder to exercise any option hereunder shall not constitute
a waiver of the right to exercise the same in the event of any subsequent
default or in the event of continuance of any existing default after demand for
strict performance hereof.

         Maker and all sureties, guarantors and/or endorsers hereof (or of any
obligation hereunder) and accommodation parties hereon (severally each
hereinafter called a "Surety") each: (a) agree that the liability under this
Note of all parties hereto is joint and several; (b) severally waive any and all
formalities in connection with this Note to the maximum extent allowed by law,
including (but not limited to) demand, diligence, presentment for payment,
protest and demand, and notice of extension, dishonor, protest, demand and
nonpayment of this Note; and (c) consent that Holder may extend the time of
payment or otherwise modify the terms of payment of any part or the whole of the
debt evidenced by this Note, at the request of any other person liable hereon,
and such consent shall not alter nor diminish the liability of any person
hereon.

         This Note shall be binding upon Maker and its successors and assigns
and shall inure to the benefit of Payee, and any subsequent holders of this
Note, and their successors and assigns.

         All notices required or permitted in connection with this Note shall be
given at the place and in the manner provided in the Credit Agreement for the
giving of notices.

         If any payment of interest and/or principal is not received by the
Holder within ten (10) days of when such payment is due, then in addition to the
remedies conferred upon the Holder herein and the other loan documents, a late
charge of five percent (5%) of the amount of the installment due and unpaid will
be added to the delinquent amount to compensate the Holder hereof for the
expense of handling the delinquency, regardless of any notice and cure period.


                                       -2-
<PAGE>   3
         This Note 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 Holder 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 Holder 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 Note, 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 Note 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 Note or any of the Credit
Documents.

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

                                        INTERACT COMMERCE CORPORATION, a
                                        Delaware corporation



                                        By:
                                           -------------------------------
                                        Name:
                                             -----------------------------
                                        Title:
                                              ----------------------------
                                                                     MAKER


                                      -3-