Exhibit 10.26

 

**LOAN MODIFICATION AGREEMENT**

 

This Loan Modification Agreementis entered into as of November 1, 2001, by and between Broadvision Inc.("Borrower") and Silicon Valley Bank ("Bank").

 

1.             DESCRIPTION OF EXISTING INDEBTEDNESS:  Among other indebtedness which may be owingby Borrower to Bank, Borrower is indebted to Bank pursuant to, among otherdocuments, a Loan and Security Agreement, dated July 2, 1997, as may be amendedfrom time to time, (the "Loan Agreement").  The Loan Agreement provided for, among other things, a CommittedLine in the original principal amount of Three Million Dollars($3,000,000).  The Loan Agreement hasbeen modified pursuant to a First Amendment to Loan and Security Agreement datedFebruary 5, 1998, pursuant to which, among other things, a Revolving CommittedLine in the original principal amount of Two Million Two Hundred Fifty ThousandDollars ($2,250,000) was incorporated. Furthermore, the Loan Agreement has been modified pursuant to a SecondLoan Modification Agreement dated May 3, 2000, pursuant to which, among otherthings, the original principal amount of the Revolving Committed Line increasedto Ten Million Dollars ($10,000,000). Defined terms used but not otherwisedefined herein shall have the same meanings as in the Loan Agreement.

 

Hereinafter, all indebtednessowing by Borrower to Bank shall be referred to as the "Indebtedness."

 

2.             DESCRIPTION OF COLLATERAL AND GUARANTIES.  Repayment of the Indebtedness is secured bythe Collateral as described in the Loan Agreement and that certain IntellectualProperty Security Agreement, dated July 2, 1997. 

 

Hereinafter, the above-describedsecurity documents and guaranties, together with all other documents securingrepayment of the Indebtedness shall be referred to as the "SecurityDocuments".  Hereinafter, theSecurity Documents, together with all other documents evidencing or securingthe Indebtedness shall be referred to as the "Existing LoanDocuments".

 

3.             DESCRIPTION OF CHANGE IN TERMS.

 

A.            Modification(s) to Loan Agreement.

A

1.             Thefollowing term under Section 1.1 entitled “Definitions” is hereby amended toread as follows:

 

“Revolving Maturity Date” is March 3, 2002.

 

4.             CONSISTENT CHANGES.  The Existing Loan Documents are hereby amended wherever necessaryto reflect the changes described above.

 

5.             PAYMENT OF LOAN FEE.  Borrower shall pay to Bank a fee in the amount of Seven ThousandFive Hundred Dollars ($7,500) (the “Loan Fee), plus all out-of-pocket expenses.

 

# **6.****             CONCERNINGREVISED ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE.  The Borrower affirms and reaffirms that notwithstanding the termsof the Security Documents to the contrary, (i) that the definition of “Code”,“UCC” or “Uniform Commercial Code” as set forth in the Security Documents shallbe deemed to mean and refer to “the Uniform Commercial Code as adopted by theState of Delaware, as may be amended and in effect from time to time and (ii)the Collateral is all assets of the Borrower*.* In connection therewith, the Collateral shall include, without limitation,the following categories of assets as defined in the Code: goods (includinginventory, equipment and any accessions thereto), instruments (includingpromissory notes), documents, accounts (including health-care-insurancereceivables, and license fees), chattel paper (whether tangible or electronic),deposit accounts, letter-of-credit rights (whether or not the letter of creditis evidenced by a writing), commercial tort claims, securities and all otherinvestment property, general intangibles (including payment intangibles andsoftware), supporting obligations and any and all proceeds of any thereof,wherever located, whether now owned or hereafter acquired.**

 

7.             NO DEFENSES OF BORROWER.  Borrower (and each guarantor and pledgorsigning below) agrees that, as of the date hereof, it has no defenses againstthe obligations to pay any amounts under the Indebtedness.

 

8.             CONTINUING VALIDITY.  Borrower (and each guarantor and pledgor signing below)understands and agrees that in modifying the existing Indebtedness, Bank isrelying upon Borrower's representations, warranties, and agreements, as setforth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan ModificationAgreement, the terms of the Existing Loan Documents remain unchanged and infull force and effect.  Bank's agreementto modifications to the existing Indebtedness pursuant to this LoanModification Agreement in no way shall obligate Bank to make any futuremodifications to the Indebtedness. Nothing in this Loan Modification Agreement shall constitute asatisfaction of the Indebtedness.  It isthe intention of Bank and Borrower to retain as liable parties all makers andendorsers of Existing Loan Documents, unless the party is expressly released byBank in writing.  No maker, endorser, orguarantor will be released by virtue of this Loan Modification Agreement.  The terms of this paragraph apply not onlyto this Loan Modification Agreement, but also to all subsequent loan modificationagreements.

 

9.             CONDITION.        Theeffectiveness of this Loan Modification Agreement is conditioned upon paymentof the Loan Fee. 

 

This Loan Modification Agreementis executed as of the date first written above.

 

| **BORROWER:**          |   | **BANK:**                |
|------------------------|--------|--------------------------|
|                   |   |                     |
| **BROADVISION,  INC.** |   | **SILICON  VALLEY BANK** |
|                   |   |                     |
| By:                    |   |                     | By: |   |
| Name:                  |   |                     | Name: |   |
| Title:                 |   |                     | Title: |   |