LOAN DOCUMENT MODIFICATION AGREEMENT (NO. 2)

Dated as of November 19, 1996

LOAN DOCUMENT MODIFICATION AGREEMENT NO. 2 (the "Agreement") dated 
as of November 19, 1996 by and between BOSTON TECHNOLOGY, INC., a Delaware 
corporation with its principal place of business at 100 Quannapowitt Parkway, 
Wakefield, Massachusetts 01880 (the "Borrower"), SILICON VALLEY BANK ("SVB"), 
a California chartered bank with its principal place of business at 3003 Tasman 
Drive, Santa Clara, California 95054, and with a loan production office located 
at Wellesley Office Park, 40 William Street, Wellesley, Massachusetts 02181, 
doing business under the name "Silicon Valley East", CORESTATES BANK, N.A., a 
national banking association, with its principal place of business at 1345 
Chestnut Street, Philadelphia, Pennsylvania 19107 ("CoreStates" and together 
with SVB, the "Lenders") and CORESTATES BANK, N.A. as agent for the Lenders (in 
such capacity, the "Agent").

1.      Reference to Existing Loan Documents.

Reference is hereby made to that Credit Agreement dated as of January 31, 1996 
among SVB, CoreStates, SVB as agent for the Lenders, and the Borrower, as 
previously amended as of July 6, 1996 (with the attached schedules and 
exhibits, the "Credit Agreement") and the Loan Documents referred to therein,
including without limitation a certain Amended and Restated Promissory Note 
of the Borrower in favor of SVB, dated as of July 6, 1996, in the principal 
amount of $12,500,000 (the "SVB Note") and a certain Amended and Restated 
Promissory Note of the Borrower in favor of CoreStates, dated as of July 6, 
1996, in the principal amount of $12,500,000 (the "CoreStates Note", and 
together with the SVB Note, the "Notes"), and the Security Documents referred 
to therein.  Unless otherwise defined herein, capitalized terms used in this 
Agreement shall have the same respective meanings as set forth in the Credit 
Agreement.

2.      Effective Date.

This Agreement shall become effective as of November 19, 1996 (the "Effective 
Date"), provided that the Agent shall have received the following on or before 
November 24, 1996;

a.      two copies of this Agreement, duly executed by the Borrower, the Lender 
and the Agent; and

b.      amended and restated promissory notes payable to each of the Lenders in 
the form enclosed herewith (the "Amended Notes"), duly executed by the Borrower;

C.      an agency agreement in the form enclosed herewith, by and between SVB, 
as a lender, and CoreStates, as a lender and Agent, accepted and agreed to by 
the Borrower (the "Agency Agreement"); and

d.      evidence of the due recording or filing of financing statements, 
amendments to previously filed financing statements and other appropriate 
documentation as may be requested

                          				       Page 17<PAGE>
					                                  -2-

by the Agent relating to the Security interests and rights granted pursuant to 
the Security Instruments, duly executed by the Borrower;

e.      a certificate of the Secretary or Assistant Secretary of the Borrower 
certifying as to (i) the corporate charter of the Borrower, a copy of which as 
certified by the Secretary of State of Delaware shall be attached thereto; (ii) 
the By-Laws of the Borrower, a copy of which shall be attached thereto; (iii) 
resolutions of the Borrower's Board of Directors authorizing the execution, 
delivery and performance of this Agreement and the execution and delivery of 
the Amended Notes; and (iv) the incumbency and signatures of officers of the 
Borrower who have executed any documents in connection with the transactions 
contemplated by this Agreement;

f.      a certificate issued as of a recent date (I) by the Secretary of State 
of Delaware as to the legal existence and good standing of the Borrower and 
(II) by the Secretary of State of Massachusetts as to the due qualification of 
the Borrower in that jurisdiction;

g.      a certificate of an Authorized Officer of the Borrower and a duly 
authorized officer of each Lender and the Agent certifying and attaching true, 
accurate and complete copies of the Credit Agreement and Loan Documents amended 
hereby;

h.      an updated Perfection Certificate executed by an Authorized Officer of 
the Borrower;

i.      financial projections for the current and ensuing fiscal year of the 
Borrower, satisfactory to the Borrowers in form and substance;

j.      the favorable opinion of the counsel for the Borrower, in form and 
substance satisfactory to the Agent and its special counsel; and

k.      a check in the amount of $10,000 payable to the order of the Agent in 
satisfaction of the Agent's Fee.

By the signature of its authorized officer below, the Borrower is hereby 
representing that, except as modified in Schedule A attached hereto, the 
representations of the Borrower set forth in the Loan Documents (including 
those contained in the Credit Agreement, as amended by this Agreement) are true 
and correct as of the Effective Date as if made on and as of such date and 
that no Default or Event of Default has occurred and is continuing as of the 
Effective Date.  Finally, the Borrower represents that, as of the Effective 
Date, it is not aware of any defenses against its obligations to pay any 
amounts under the Credit Agreement and the other Loan Documents.

3.      Description of Changes in Terms.

a.      As of the Effective Date, the Credit Agreement is modified in the 
following respects:

                          				       Page 18<PAGE>
					                                  -3-

(i)     Cover Page. The cover page is hereby amended in the following respects:

(A)     replacing the date "January 31, 1996" with "November 19, 1996", (B) 
replacing the reference to "SILICON VALLEY BANK, AS AGENT" with "CORESTATES 
BANK, N.A., AS AGENT", and (C) replacing the reference to the dollar amount 
of the credit facility in the amount of "$25,000,000" with "$35,000,000".

(ii)    Preamble.  The Preamble is hereby amended by replacing the reference to 
"SILICON VALLEY BANK" as the Agent in line 10 with "CORESTATES BANK, N.A."

(iii)   Section 1. 1: Amount.  Section 1. 1 is hereby amended by replacing the 
reference to "October 6, 1997" in the fourth line thereof with "November 19, 
1998".

(iv)    Section 1.2: Line of Credit Commitment.  Section 1.2 is hereby restated 
in its entirety as follows:

"1.2 Line of Credit Commitment.  The Total Line of Credit Commitment shall be, 
in the aggregate, $35,000,000; CoreStates shall have a Line of Credit 
Commitment of $22,500,000 and SVB shall have a Line of Credit Commitment of 
$12,500,000."

(v)     Section 1.5: Requests for Line of Credit Loans.  Section 1.5 is hereby 
amended by restating the second sentence as follows:

"Such notice shall specify the effective date, Type and the amount of 
such Loan."

(vi)    Section 1.6: Limitations on Extensions of Credit.  Section 1.6 is 
hereby restated in its entirety as follows:

"The Borrower shall not permit or request the Lenders (or the Agent on their 
behalf) to make any Extension of Credit that would cause the sum of (a) the 
aggregate unpaid principal amount of all Line of Credit Loans under this 
Agreement plus (b) the aggregate of (i) the Applicable LC Percentage of all 
amounts available to be drawn under any Letters of Credit issued for the 
account of the Borrower as provided in Section 1.9 (involving the dollar 
equivalent of all Letters of Credit issued in a currency other than United 
States Dollar) and (ii) all unreimbursed drawings under such Letters of Credit 
(the sum of (i) and (ii) referred to herein as the "Letter of Credit Usage"), 
to exceed at any time an amount equal to the lesser of (x) the Total Line of 
Credit Commitment then in effect; or (y) 80% of Eligible Accounts Receivable 
(such amount, the "Borrowing Base").  For purposes hereof, the "Applicable LC 
Percentage" shall be: (1) 50% with respect to Letters of Credit which have an 
expiration date six months or less subsequent to the applicable measuring date; 
and (11) 100% with respect to the Letters of Credit which have an expiration 
date more than six months subsequent to the applicable measuring date.

"If the sum of Extensions of Credit shall at any time exceed the Borrowing 
Base, the Borrower shall, on the next Banking Day, prepay or repay (together 
with accrued interest thereon) such principal amount of the Line of Credit 
Loans and unreimbursed


                            				       Page 19<PAGE>
					                                    -4-

drawings under the Letters of Credit such that, giving effect to such pre-
payment or repayment, the sum of the Extensions of Credit shall not exceed the 
Borrowing Base."

(vii)   Section 1.7: Maturity Date of Line of Credit Loans and Other 
Extensions of Credit.  Section 1.7 is hereby amended by replacing the reference 
to "October 6, 1997" in the third line thereof with "November 19, 1998".

(viii)  Section 1.8: Termination of Commitment.  Section 1.8 is hereby amended 
by replacing the reference to "two (2) Banking Days"' in the first and second 
line thereof, to "three (3) Banking Days"' and by inserting at the end of such 
section the following "or reduce the Total Line of Credit Commitment in 
increments of not less than $5,000,000."

(ix)    Section 1.9: Letters of Credit

a.      Section 1.9(a) is hereby amended by replacing the words "either Lender 
as designated from time to time by the Borrower" with "the Agent."

b.      Section 1.9(b) is hereby amended by replacing "$20,000,000" in the last 
line thereof with "the Total Line of Credit Commitment."

C.      Sections 1.9(g) and (h) are hereby restated in their entirety as 
follows:

" (g) The Borrower shall pay the Issuing Bank, for the benefit of each of the 
Lenders based upon their respective Commitment Percentages, a fee with respect 
to each Letter of Credit issued equal to 1.625% per annum of the face value 
amount of the Letter of Credit.  Such fee shall be payable upon the issuance of 
the requested Letter of Credit and shall be nonrefundable.

(h)     The Borrower shall pay the Issuing Bank for its sole benefit a fronting 
fee with respect to each Letter of Credit issued equal to one-eighth of I% per 
annum of the face amount of the Letter of Credit.  Such fee shall be payable 
upon the issuance of the requested Letter of Credit and shall be non-
refundable."

(x)  Section 1. 10: Clean-Up Requirement.
Section 1. 1 0 is hereby deleted in its entirety.
(xi)    Section 2. 1: Interest Rates.
a.      Sections (i) and (ii) of Section 2.l(a) are hereby restated in their 
entirety as follows:
" (i)   for Base Rate Loans, at the Base Rate per annum; and

(ii)    for LIBO Rate Loans, at the LIBO Rate, plus 175 basis points 
per annum."

                            				       Page 20<PAGE>
					                                    -5-

b.      All references in the Credit Agreement to "Prime Rate" and "Prime Rate 
Loans" shall be changed to "Base Rate" and 'Base Rate Loans".  All references 
in the Credit Agreement to "LIBOR Loans" and "LIBOR Rate Loans" shall be 
changed to "LIBO Loans" and "LIBO Rate Loans".

C.      Section 2.1 (b) is hereby amended by restating the second sentence in 
its entirety as follows:

"Accrued interest on each Base Rate Loan shall be payable monthly in arrears 
on the first day of each month.  Accrued interest on each LIBO Loan shall be 
payable on the last day of each Interest Period; provided that if the Interest 
Period is six (6) months, the accrued interest shall be payable on the 
ninetieth (90th) day and on the last day of the Interest Period.  In any event, 
accrued interest on each Base Rate Loan and LIBO Loan shall be payable upon the 
payment, prepayment or conversion thereof, but only on the principal so paid 
or prepaid or converted; provided that when the terms of this Agreement require 
that interest be paid at the Post-Default Rate, such interest shall be payable 
from time to time on demand of any Lender.  "

(xii)   Section 2.5: Minimum and Maximum Amounts.

 . Clauses (a) and (b) of Section 2.5 are hereby restated in their entirety as 
follows:

"(a) in the case of LIBO Loans, $1,000,000 or a larger multiple of $100,000 
and (b) in the case of Base Rate Loans, $1,000,000 or a larger multiple of 
$100,000, provided that there shall be no minimum amount for prepayments of 
Base Rate Loans.  "

b.      Section 2.5 is further amended by inserting the following sentence at 
the end thereof:

"In no event may the Borrower have more than six (6) tranches, including any 
Base Rate tranche, outstanding at any one time."

(xiii)  Section 2.6: Certain Notices.  Section 2.6 is hereby amended by 
restating the notice periods for the following actions as set forth below:

"Termination of Line of Credit
	Commitment      3 Banking Days

	Borrowings or prepayment of
	Prime Rate Loans        2 Banking Days

	Prepayment of, conversion into,
	or duration of Interest Periods for
	LIBOR loans     3 London Banking Days"

                           				       Page 21<PAGE>
					                                   -6-

(xiv)   Section 4.8: Facility Fee.  Section 4.8 is hereby amended by changing 
the reference to "one-half of one percent (1/2%)" in the third line thereof to 
"three-eighths of one percent (3/8%)".

(xv)    Section 6.4: Financial Statements, Etc.  Section 6.4(d) is hereby 
amended in its entirely as follows:

"(d) within thirty (30) days after the last day of each calendar month, (1) an 
accounts receivable aging for the Borrower as of the end of such month in such 
form as the Agent may reasonably prescribe, all in reasonable detail, and (11) 
a Borrowing Base Certificate signed by an Authorized Officer of the Borrower 
in the form attached to this Agreement as Exhibit D, appropriately completed;"

(xvi)   Section 6.13: Compliance with Laws.  There is hereby added to Section 
6 the following new Section 6.13:

"6.13 Compliance With Laws.  The Borrower shall comply and shall cause each of 
its Subsidiaries to comply with all laws, statutes and regulations applicable 
to its business, noncompliance with which could have a Material Adverse 
Effect."

(xvii)  Section 7.3: Consolidation, Merger or Acquisition.  Section 7.3 is 
hereby amended by restating the second proviso contained therein as follows:

"provided further, that as long as no Event of Default has occurred and is 
continuing or would arise therefrom, the Borrower may make an acquisition of 
business, assets or stock of another Person engaged in the same or a related 
business as long as the aggregate consideration expended by the Borrower in 
connection with any such transactions does not exceed (a) in the case of a 
transaction involving cash consideration, $5,000,000 in cash for such 
transaction or $10,000,000 in cash when taken together with any other such 
transactions since November 19, 1996, or (b) in the case of a transaction 
involving stock of the Borrower as consideration, $25,000,000 in the market 
value of the stock for stock transaction or $35,000,000 when taken together 
with any other such transactions since November 19, 1996."

(xviii) Section 7.5: Indebtedness.  Section 7.5 is hereby amended by adding to 
the end thereof the following new subsection (f):

"(f) Purchase Money Indebtedness in an aggregate amount not to exceed 
$8,000,000 in any fiscal year, provided that after giving effect to the 
incurrence of such Purchase Money Indebtedness and to the receipt and 
application of the proceeds thereof, no Default or Event of Default shall have 
occurred and be continuing.  "

(xix)   Section 7.6: Liens.  There is hereby added to the end of Section 7.6 
the following new subsection (h):

" (h) Purchase Money Security interests to secure Purchase Money Indebtedness 
permitted pursuant to Section 7.5 (f) hereof,"


                            				       Page 22<PAGE>
					                                    -7-

(xx)    Sections 7. 11 to 7.13: Financial Covenants.  Sections 7. 11 to 7.13 
are hereby restated in their entirety as follows:

"7. 11 Quick Ratio.  The Borrower will not permit the Quick Ratio at the end of 
any fiscal quarter to be less than 1.25 to 1.

7.12    Minimum Profitability . The Borrower will not (a) incur Net Losses in 
excess of $1,500,000 in any fiscal quarter ending after January 3i, 1996, or 
(b) permit cumulative Net Income to be less than $2,500,000 over a period of 
any four consecutive fiscal quarters, commencing with the quarter ending 
January 31, 1997.

7.13    Leverage.  The Borrower will not permit the ratio of Total Liabilities 
to Tangible Net Worth at the end of any fiscal quarter to exceed 1.50 to 1."

(xxi)   Section 7.15: Guarantees.  The following new section 7.15 is hereby 
added to Section 7:

"7.15 Guarantees.  The Borrower will not, and will not permit, any Subsidiary 
to enter into a Guarantee or otherwise in any manner become or be responsible 
for indebtedness or obligations (including working capital maintenance and 
take-or-pay contracts) of any other Person, contingently or otherwise, except 
(a) the endorsement of negotiable instruments of deposit in the normal course 
of business; (b) guarantees by the Borrower or any Subsidiary issued to secure 
any Indebtedness or obligation which is otherwise expressly permitted 
hereunder; or (c) guarantees in the ordinary course of business by the Borrower 
of obligations of any Subsidiary in respect of performance under any agreement 
or arrangement with a customer (but in no event any Indebtedness or payment of 
any monetary obligation)."

(xxii)  Section 9. 1: Certain Definitions.
a.  The following definitions are hereby restated in their entirety as 
follows:"

	"Banking Day" shall mean any day other than a Saturday, Sunday, or 
	other day on which commercial banks in Philadelphia, Pennsylvania or 
	The Commonwealth of Massachusetts or State of California are 
	authorized or required to close under the laws of the Commonwealth of 
	Pennsylvania, the Commonwealth of Massachusetts or the State of 
	California and, if the applicable day relates to LIBO Rate Loan, or 
	notice with respect to a LIBO Rate Loan, a day on which dealings in 
	Dollar deposits are also carried on in the London interbank market 
	and banks are open for business in London ("London Banking Day").

"Interest Period" shall mean with respect to any LIBO Rate Loan, each period 
commencing on the date any such Loan is made, or, with respect to a Loan being 
renewed, the last day of the next preceding Interest Period with respect to a 
Loan, and ending on the numerically corresponding day (or, if there is no 
numerically corresponding day, on the last day of the calendar month) in the 
first, second, third or sixth calendar month thereafter as selected under the 
procedures specified in Section 2.6, 

                           				       Page 23<PAGE>
					                                   -8-

if the Lenders are then offering LIBO Rate Loans for such period; provided 
that each LIBO Rate Loan Interest Period which would otherwise end on a day 
which is not a Banking Day (or, for purposes of Loans to be repaid on a London 
Banking Day, such day is not a London Banking Day) shall end on the next 
succeeding Banking Day (or London Banking Day, as appropriate) unless such next 
succeeding Banking Day (or London Banking Day, as appropriate) falls in 
the next succeeding calendar month, in which case the Interest Period shall 
end on the next preceding Banking Day (or London Banking Day, as appropriate).

'LIBO Rate" (formerly LIBOR Rate) shall mean, for the applicable Interest 
Period, (i) the rate, rounded upwards to the next one-sixteenth of one 
percent, determined by the Agent two (2) London Banking Days prior to the date 
of the corresponding LIBO Rate Loan, at which the Agent is offered deposits in 
dollars at approximately 11:00 A.M., London time by leading banks in the 
interbank eurodollar or eurocurrency market for delivery on the date of such 
Loan in an amount and for a period comparable to the amount and Interest Period 
of such Loan and in like funds, divided by (ii) a number equal to one (1.0) 
minus the Reserve Requirement.  The LIBO Rate shall be adjusted automatically 
with respect to any LIBO Rate Loan outstanding on the effective date of any 
change in the Reserve Requirement, as of such effective date.  LIBO Rate 
shall be calculated on the basis of the number of days elapsed in a year of 
360 days.

"Office of the Agent" shall initially mean the banking office of the Agent 
located at 1345 Chestnut Street, Philadelphia, Pennsylvania 19107, or such 
other location of which the Agent shall notify the Borrower.

"Reserve Requirement" shall mean, for any LIBO Rate Loan for any Interest 
Period therefor, the daily average of the stated maximum rate (expressed as a 
decimal carried to four places; e.g. 7.5% would equal .0750) at which reserves 
(including any marginal, supplemental, or emergency reserves) are required to 
be maintained during such Interest Period under Regulation D by the Agent 
against "Eurocurrency liabilities" (as such term is used in Regulation D) but 
without benefit of credit proration, exemptions, or offsets that might 
otherwise be available to the Agent from time to time under Regulation D. 
Without limiting the effect of the foregoing, the Reserve Requirement shall 
reflect any other reserves required to be maintained by the Agent against (i) 
any category of liabilities which includes deposits by reference to which 
the rate for LIBO Rate Loans is to be determined; or (ii) any category of 
extension of credit or other assets which include LIBO Rate Loans.

"Total Liabilities" means, at any time, the consolidated liabilities of the 
Borrower and its Subsidiaries at such time (including Letter of Credit Usage), 
determined in accordance with GAAP, less all then outstanding Subordinated 
Debt, provided, however, for purposes of calculating the leverage ratio under 
Section 7.13, Total Liabilities shall not include Deferred Revenues but only 
to the extent that they do not exceed $12,000,000 in the aggregate.

                          				       Page 24<PAGE>
					                                  -9-

b.      The following definitions are hereby amended as follows:

"Post-Default Rate" The reference to "4%" in the fifth line thereof is changed 
to "3%".

"Quick Ratio" There is hereby added to the end of such definition the 
following:

"For purposes of calculating the Quick Ratio, Line of Credit Loans (but not 
Letter of Credit Usage) shall be considered as Current Liabilities."

c.      The following definitions are hereby added to Section 9.1 in 
alphabetical order:

"Authorized Officer" The President, Chief Financial Officer or other executive 
officer of the Borrower authorized to take the action in question by vote or 
resolution of the Board of Directors of the Borrower.

"Applicable LC Percentage" shall have the meaning specified in Section 1.6.

"Base Rate" shall mean, for any day, the higher of the Federal Funds Rate plus 
one-half percent (1/2%) per annum or the Prime Rate, calculated on the basis 
of the actual number of days elapsed in a year of 360 days.

For purposes hereof, "Federal Funds Rate" shall mean, for any day, the rate 
per annum (rounded upwards, if necessary, to the nearest 1/100 of 1 %) equal 
to the weighted average of the rates on overnight Federal funds transactions 
with members of the Federal Reserve System arranged by Federal funds brokers 
on such day, as published by the Federal Reserve Bank of New York on the 
Banking Day next succeeding such day, provided that if the day for which such 
rate is to be determined is not a Banking Day, the Federal Funds Rate for such 
day shall be such rate on such transactions on the next preceding Business Day 
as so published on the next succeeding Banking Day.

"Borrowing Base" shall have the meaning set forth in Section 1.6.

"Eligible Accounts Receivable" shall mean an account receivable owing to the 
Borrower (and in no event to a Subsidiary) which met the following 
specifications at the time it came into existence and continues to meet the 
same until it is collected in full:

(a)     The original stated maturity of the account is not more than one 
hundred twenty (120) days after the invoice date thereof, and the account 
(regardless of its stated maturity date) does not remain unpaid more than one 
hundred twenty (120) days after such invoice date.

(b)     The account arose from the performance of services or an outright 
sale of goods or license of intellectual property by Borrower, such services 
have been rendered or such goods or intellectual property have been shipped to 
the

                              		       Page 25<PAGE>
					                                    -10-

account debtor, and such account is evidenced by a receipt or other writing 
in form acceptable to the Agent in its reasonable business judgment.

(c)     The account is owned solely by the Borrower, and is not subject to any 
assignment, claim, lien or security interest, other than a security interest 
in favor of the Lenders.

(d)     The account is not subject to set-off, credit, allowance or adjustment 
by the account debtor, except discount allowed for prompt payment; the account 
is not one as to which the account debtor disputes liability or makes any 
claim with respect thereto or as to which the Agent believes, in its reasonable 
business judgment, that there may be a basis for dispute (but only to the 
extent of the amount subject to such dispute or claim), or which involves an 
account debtor subject to any insolvency proceeding, or becomes insolvent, or 
goes out of business.

(e)     The account arose in the ordinary course of Borrower's business, and 
did not arise from the performance of services or a sale of goods to an 
employee of the Borrower.

(f)     No notice of bankruptcy or insolvency of the account debtor has been 
received by or is known to the Borrower.

(g)     The Borrower has pledged any instrument or chattel paper evidencing 
the account to the Agent pursuant to the provisions of the Security Agreement.

(h)     Not more than 50% of the aggregate receivables of the account debtor 
have remained unpaid for a period of more than one hundred twenty (120) days 
from the invoice date.

(i)     If the aggregate accounts receivables from the account debtor 
(including its Subsidiaries and Affiliates) exceed 25% of the total Eligible 
Accounts Receivable of the Borrower, then that portion of the account over 
the 25% level will be disqualified.

j)      The account does not relate to goods placed on consignment, guaranteed 
sale, sale or return, sale on approval, bill and hold, or other terms by reason 
of which the payment by the account debtor may be conditional.

(k)     The account debtor is not an Affiliate, officer or employee of the 
Borrower.

(1)     The account debtor is not a Governmental Authority.

(m)     If the Borrower owes any amounts to the account debtor for goods sold, 
services rendered or otherwise in an aggregate amount of $50,000 or

                           			       Page 26<PAGE>
					                                  -11-

greater, then the accounts of such account debtor in an amount equal to the 
total amounts owned by the Borrower to the account debtor shall be 
disqualified.

(n)     The Lenders have not notified the Borrower that the Lenders have 
determined that an account or account debtor is unsatisfactory for credit 
reasons (which determination shall not be made unreasonably).

"Letter of Credit Usage" shall mean, at any time, the aggregate at such time 
of (a) the maximum amount then available to be drawn under all outstanding 
Letters of Credit, and (b) all then unreimbursed drawings under any Letters of 
Credit.

"Purchase Money Indebtedness" shall mean Indebtedness incurred to finance the 
acquisition of assets or the cost of improvements on real property or 
leaseholds, in each case in an amount not in excess of the lesser of (a) the 
purchase price or acquisition cost of said assets or the cost of said 
improvements and (b) the fair market value of said assets or said improvements 
on the date of acquisition of said assets or contract for said improvements.

"Purchase Money Security Interest" shall mean (a) a security interest securing 
Purchase Money Indebtedness, which security interest applies solely to the 
particular assets acquired with the Purchase Money Indebtedness that said 
Purchase Money Security secures, and (b) the renewal, extension and refunding 
of such Purchase Money Indebtedness in an amount not exceeding the amount 
thereof remaining unpaid immediately prior to such renewal, extension or 
refunding.

(xxiii) Section 10.3: Notices, Etc.  Section 10.3 is hereby restated in its 
entirety as follows:

"All notices and other communications provided for hereunder shall be in 
writing and shall be delivered by hand, by a nationally recognized commercial 
overnight delivery service, by first class mail or by telecopy, delivered, 
addressed or transmitted, if to the Borrower, at its address at 100 
Quannapowitt Parkway, Wakefield, Massachusetts 01880, Attention: Carol B. 
Langer, Chief Financial Officer, Telecopy No. (617) 245-5322; if to 
the Agent, at its address at CoreStates Bank, N.A., National Middle Market, 
NY/NE/NJ, FC 1-1-3-36, 1345 Chestnut Street, Philadelphia, Pennsylvania 19107, 
Attention: R. Thomas Esser, Vice President, Telecopy No. (215) 973-1882; if to 
CoreStates, to the address given for the Agent; if to SVB, at its address at 
Wellesley Office Park, 40 William Street, Wellesley, Massachusetts 02181, 
Attention: Jane A. Braun, Vice President, Telecopy No. (617) 431-9906; as to 
each party to this Agreement, at such other address as shall be designated by 
such party in a written notice to the other parties.  All notices and 
communications shall be deemed effective, (a) in the case of hand deliveries, 
when delivered; (b) in the case of an overnight delivery service or first class 
mail, when received; and (c) in the case of telecopy notices, when electronic 
indication of receipt is received; except that notices to the Agent pursuant to 
the provisions of Section 6.5 shall not be effective until received by Agent."

                            		       Page 27<PAGE>
					                                  -12-

(xxiv)  Section 10.6: Expenses: Indemnification.  Section 10.6(b) is hereby 
amended as follows:

Replace "'Me Borrower agrees ... expenses of any kind" with "The Borrower 
agrees to indemnify the Agent and each Lender and its officers, directors, 
employees, agents and counsel and hold the Agent and each Lender and its 
officers, directors, employees, agents and counsel harmless from and against 
any and all liabilities, losses, claims, damages, costs and expenses of any 
kind".

(xxv)   Section 10.9: Governing Law: Agreement Under Seal.  Section 10.9 is 
hereby amended by replacing "Massachusetts" with "Pennsylvania".

(xxvi)  Section 10.11: VENUE, CONSENT TO SERVICE OF PROCESS.  Section
10.11 is hereby restated in its entirety as follows:

" 10. 11 VENUE, CONSENT TO SERVICE OF PROCESS.  THE BORROWER 
ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, 
GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION 
OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE 
COMMONWEALTH OF MASSACHUSETTS OR THE COMMONWEALTH OF 
PENNSYLVANIA IN ANY ACTION, SUIT OR PROCEEDING OF ANY KIND 
AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS AGREEMENT, 
THE NOTES, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS 
CONTEMPLATED HEREBY OR THEREBY, IRREVOCABLY AGREES TO BE 
BOUND BY ANY FINAL JUDGMENT RENDERED BY ANY SUCH COURT IN 
ANY SUCH ACTION, SUIT OR PROCEEDING IN WHICH IT SHALL HAVE BEEN 
SERVED WITH PROCESS IN THE MANNER HEREINAFTER PROVIDED, 
SUBJECT TO EXERCISE AND EXHAUSTION OF ALL RIGHTS OF APPEAL AND 
TO THE EXTENT THAT IT MAY LAWFULLY DO SO, WAIVES AND AGREES 
NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN 
SUCH ACTION, SUIT OR PROCEEDING ANY CLAIMS THAT IT IS NOT 
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT ITS 
PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, 
THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN ANY 
INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER."
				      
(xxvii) Section 10. 14: Lenders' Assignment.  The following new section 10. 14 
is hereby added to Section 10:

"Lenders may sell assignments or participations of up to 49% of their 
commitments subject to the consent of the Borrower, which consent shall not be 
unreasonably withheld.  Assignees would assume all the rights and obligations 
of the Lenders' and shall pay a $2,500 assignment fee to the Agent.  
Notwithstanding the foregoing, no assignment or participation may reduce any 
Lender's commitments below $5,000,000.  Participations may be granted with 
voting rights limited to changes in maturity, increases in the Commitment 
Amount and decreases in interest margins."

                          				       Page 28<PAGE>
					                                  -13-
(xxviii)        Certain Exhibits.

Exhibit B (Confirmation of Borrowing Request), Exhibit C (Compliance 
Certificate) and Exhibit D (Borrowing Base Certificate) are hereby restated in 
their entirety in the forms of attached Exhibits B, C and D respectively.

b.      As of the Effective Date, the Security Agreement between the Lenders  
and the Borrower dated as of January 31, 1991, as amended by an Amendment dated
as of January 14, 1993, and by Second Amendment dated as of July, 28, 1993
(the "Security Agreement") is modified in the following respects:

(i)     Preamble. The Preamble is hereby amended by replacing the reference
to SILICON VALLEY BANK" as the Agent in line 3 with "CORESTATES BANK, N.A." 
and CoreStates Bank, N.A., is for all purposes hereby substituted as Silicon 
Valley Bank as Agent under the Security Agreement.

(ii)    Recital. The first recital clause to the Security Agreement is hereby 
restated in its entirety to read as follows:

	"WHEREAS, Silicon Valley Bank ("SVB") and CoreStates Bank, N.A.  
	("CoreStates")(which also conducts business as "Philadelphia National
	Bank")(collectively, the "Banks"), SVB as agent for the Banks and the 
	Company are parties to a Credit Agreement dated as of January 31, 1996
	(which amended and restated the Commitment Letter dated as of January 
	31, 1991, as amended by amendments thereto dated as of July 10, 1992, 
	July 14, 1993, July 28, 1993, September 15, 1993 and July 11, 1994), as
	amended by a letter amendment dated as of July 6, 1996 and a Loan 
	Modification Agreement (No. 2) dated as of November 14, 1996 
	("Amendment No. 2")(as so amended, and as the same may be further 
	amended, modified and supplemented from time to time, the "Credit
	Agreement") providing, subject to the terms and conditions thereof, for
	advances to be made by the Banks to the Company, and for letters of 
	credit to be issued for the account of the Company by the Agent ( in
	such capacity, the "Issuing Bank");

	WHEREAS, pursuant to Amendment No. 2, CoreStates has succeeded SVB as
Agent under the Credit Agreement and this Security Agreement;

(iii)   All references in the Security Agreement to the "Commitment Letter"
shall be changed to the "Credit Agreement".

(iv)    Section 13. Notices. Section 13 is hereby amended by replacing the 
reference to "Section 17" in line 2 thereof with "Section 10.3".

                         				       Page 29<PAGE>
					                                 -14-
(v)     Section 17. Massachusetts Law. Section 17 is hereby restated in its
entirety as follows:

	"SECTION 17. Governing Law

	THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
	THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, EXCEPT AS OTHERWISE
	REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT
	THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTION OTHER THAN
	PENNSYLVANIA ARE GOVERNED BY THE LAWS OF SUCH JURISDICTION."

C.      The Credit Agreement, the Security Agreement and the other Loan
Documents are hereby amended wherever necessary or appropriate to reflect
the foregoing changes.

4.      Continuing Validity.

Upon the effectiveness hereof, each reference in each Security Instrument or
other Loan Document to "the Credit Agreement", "thereunder", "thereof", 
"therein", or words of like import referring to the Credit Agreement, shall
mean and be a reference to the Credit Agreement, as amended hereby, and each
reference to "the Security Agreement", "thereunder", "thereof", "therein", or
words of like import referring to the Security Agreement, shall mean and be a
reference to the Security Agreement, as amended hereby. Except as specifically
set forth above, the Credit Agreement and the Security Agreement shall remain
in full force and effect and are hereby ratified and confirmed.

Each of the Loan Documents is in full force and effect and is hereby ratified 
and confirmed. The amendments set forth above (i) do not constitute a waiver
or modification of any term, condition or covenant of the Credit Agreement,
the Security Agreement or any other Loan Document, other than as expressly set 
forth herein, and (ii) shall not prejudice any rights which the Lenders may now
or hereafter have under or in connection with the Credit Agreement or the 
Security Agreement, as modified hereby, or the other Loan Documents and shall
not obligate the Lenders to assent to any further modifications.



5.      Miscellaneous.

a.      This Agreement may be signed in one or more counterparts each of which 
taken together shall constitute one and the same document.

b.      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN 
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

C.      THE BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH 
ITS PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE 
OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF PENNSYLVANIA 
OR THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, OR PROCEEDRNG OF ANY KIND 
AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THE CREDIT AGREEMENT, THIS LOAN 
MODIFICATION AGREEMENT AND THE OTHER LOAN DOCUMENTS.

                           				       Page 30<PAGE>
					                                   -15-

d.      The Borrower agrees to promptly pay on demand all costs and expenses 
of the Lenders in connection with the preparation, reproduction, execution and 
delivery of this Agreement and the other instruments and documents to be 
delivered hereunder, including the reasonable fees and out-of-pocket expenses 
of Sullivan & Worcester LLP, special counsel for the Agent and the Lenders 
with respect thereto.

IN WITNESS THEREOF, the Lenders and the Borrowers have caused this Agreement 
to be signed under seal by their respective duly authorized officers as of 
the date set forth above.

Sincerely,

CORESTATES BANK, as Lender and Agent


By:/s/ R. Thomas Esser                                     
   -------------------
Name   R. Thomas Esser
Title: Vice President

SILICON VALLEY EAST, a Division
of Silicon Valley Bank, as Lender


By:/s/ Jane A. Braun                                     
   -----------------
Name   Jane A. Braun
Title: Vice President

SILICON VALLEY BANK, as Lender


By:/s/ Christine Ware                                     
   ------------------
Name   Christine Ware
Title: Vice President
(signed in Santa Clara, CA)

BOSTON TECHNOLOGY, INC., as Borrower


By:/s/ Carol B. Langer                                     
   -------------------
Name:  Carol B. Langer                 
Title  Sr. V.P. Finance & Administration

                          				       Page 31<PAGE>