Exhibit 10.49
                           LOAN AND SECURITY AGREEMENT


         This LOAN AND SECURITY AGREEMENT (this "Agreement") dated September 30,
1999, between SILICON VALLEY BANK ("Bank") and OBJECT DESIGN, INC. ("Borrower"),
provides the terms on which Bank shall lend to Borrower and Borrower shall repay
Bank. The parties agree as follows:

         1    ACCOUNTING AND OTHER TERMS

         Accounting  terms not  defined  in this  Agreement  shall be  construed
following GAAP. Calculations and determinations must be made following GAAP. The
term  "financial  statements"  includes  the  notes  and  schedules.  The  terms
"including"  and  "includes"   always  mean  "including  (or  includes)  without
limitation"  in this or any Loan Document.  Capitalized  terms in this Agreement
shall  have the  meanings  set forth in  Section  13.  This  Agreement  shall be
construed to impart upon Bank a duty to act reasonably at all times.

         2    LOAN AND TERMS OF PAYMENT

2.1 Credit  Extensions.  Borrower shall pay Bank the unpaid  principal amount of
all Credit  Extensions and interest on the unpaid principal amount of the Credit
Extensions as and when due in accordance with this Agreement.

    2.1.1  Revolving Advances.

     (a) Bank shall make  Advances  not  exceeding  the lesser of the  Committed
Revolving Line or the Borrowing Base. Amounts borrowed under this Section may be
repaid and reborrowed during the term of this Agreement.

     (b) To obtain  an  Advance,  Borrower  must  notify  Bank by  facsimile  or
telephone  by 3:00 p.m.  Eastern  Time on the  Business Day the Advance is to be
made.  Borrower must promptly confirm the notification by delivering to Bank the
Payment/Advance  Form  attached  as  Exhibit B. Bank shall  credit  Advances  to
Borrower's deposit account. Bank may make Advances under this Agreement based on
instructions  from a  Responsible  Officer  or his or her  designee  or  without
instructions if the Advances are necessary to meet Obligations which have become
due. Bank may rely on any telephone  notice given by a person whom Bank believes
is a Responsible Officer or designee.
Borrower shall indemnify Bank for any loss Bank suffers due to that reliance.

          (c)           The Committed Revolving Line terminates on the Revolving
Maturity Date, when all Advances are immediately payable.

    2.1.2  Equipment Advances.

     (a) Through  December 31, 1999,  (the "Equipment  Availability  End Date"),
Bank shall make  advances  ("Equipment  Advance" and,  collectively,  "Equipment
Advances") not exceeding the Committed  Equipment  Line. The Equipment  Advances
may only be used to purchase or  refinance  Equipment  purchased  after June 30,
1999, and may not exceed one hundred percent (100%) of the equipment invoice for
such Equipment,  excluding taxes, shipping,  warranty charges, freight discounts
and installation expense. Software may constitute up to twenty-five (25%) of the
aggregate Equipment Advances.


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                  (b) Interest  accrues from the date of each Equipment  Advance
at the per annum rate equal to the  aggregate of the Prime Rate plus one quarter
of one percent (0.25%) and is payable  monthly until the Equipment  Availability
End Date occurs.  Equipment Advances  outstanding on the Equipment  Availability
End Date are payable in thirty six (36) equal monthly installments of principal,
plus  accrued  interest,  beginning  thirty (30) days  following  the  Equipment
Availability  End Date and ending on December 31,  2002,  (the  "Equipment  Loan
Maturity Date"). Equipment Advances when repaid may not be reborrowed.

     (c) To obtain an Equipment  Advance,  Borrower must notify Bank (the notice
is  irrevocable)  by  facsimile  no later  than 3:00 p.m.  Eastern  time one (1)
Business Day before the day on which the  Equipment  Advance is to be made.  The
notice  in the form of  Exhibit  B  (Payment/Advance  Form)  must be signed by a
Responsible  Officer  or  designee  and  include a copy of the  invoice  for the
Equipment being financed.

2.2  OVERADVANCES.  If  Borrower's  Obligations  under  Section 2.1.1 exceed the
lesser of either (i) the Committed  Revolving  Line or (ii) the Borrowing  Base,
Borrower must immediately pay in cash to Bank the excess.

2.3      INTEREST RATE; PAYMENTS.

     (a) INTEREST RATE.  Advances accrue  interest on the outstanding  principal
balance at a per annum rate equal to the Prime Rate. Unless  specifically waived
by the Bank in writing,  after an Event of  Default,  and so long as an Event of
Default is existing, Obligations accrue interest at three percent (3%) above the
rate  effective  immediately  before the Event of  Default.  The  interest  rate
increases or decreases when the Prime Rate changes.
Interest is computed on a 360-day year for the actual number of days elapsed.

     (b) PAYMENTS.  Interest is payable on the last day of each month.  Bank may
debit any of Borrower's deposit accounts including Account Number __________ for
principal and interest  payments or any amounts  Borrower owes Bank.  Bank shall
notify  Borrower  when it debits  Borrower's  accounts.  These  debits are not a
set-off. Payments received after 12:00 noon Eastern Time are considered received
at the opening of business on the next  Business Day. When a payment is due on a
day that is not a Business  Day,  the payment is due the next  Business  Day and
additional fees or interest accrue.

2.4      FEES.  Borrower shall pay to Bank:

     (a) Facility  Fee. A fully  earned,  non-refundable  facility fee of Twelve
Thousand  Five  Hundred  Dollars  ($12,500.00)  less the Five  Thousand  Dollars
($5,000.00)  paid by Borrower to the Bank as a deposit due on the Closing  Date;
and

     (b) Bank Expenses.  All Bank Expenses (including reasonable attorneys' fees
and expenses incurred through and after the Closing Date when due.

         3    CONDITIONS OF LOANS

3.1 CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION.  Bank's obligation to make
the initial Credit Extension is subject to the condition precedents that: (i) an
accounts  receivable  audit of the Borrower by the Bank is  satisfactory  to the
Bank,  in its sole and absolute  discretion,  and (ii) Bank receives in form and
substance satisfactory to Bank, the following:

     (a) this Agreement;

     (b) a  certificate  of the  Secretary of Borrower with respect to articles,
bylaws,  incumbency and  resolutions  authorizing  the execution and delivery of
this Agreement;

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     (c) a  negative  pledge  agreement  covering  the  Borrower's  intellectual
property;

     (d) an opinion of Borrower's counsel;

     (e) financing statements (Forms UCC-1);

     (f) insurance certificate;

     (g) payment of the fees and Bank Expenses then due specified in Section 2.4
hereof;

     (h)   Certificates   of  Good  Standing  and  Foreign   Qualification   (if
applicable);

     (i) Landlord's Consent; and

     (j) such other documents, and completion of such other matters, as Bank may
reasonably deem necessary or appropriate;

3.2 CONDITIONS  PRECEDENT TO ALL CREDIT  EXTENSIONS.  Bank's obligations to make
each Credit Extension, including the initial Credit Extension, is subject to the
following:

     (a) timely receipt of any Payment/Advance Form; and

     (b) the representations and warranties in Section 5 must be materially true
on the date of the Payment/Advance Form and on the effective date of each Credit
Extension and no Event of Default may have occurred and be continuing, or result
from the Credit  Extension.  Each Credit Extension is Borrower's  representation
and warranty on that date that the  representations  and warranties in Section 5
remain true.

         4    CREATION OF SECURITY INTEREST

4.1 GRANT OF  SECURITY  INTEREST.  Borrower  grants Bank a  continuing  security
interest in all presently  existing and later acquired  Collateral to secure all
Obligations  and  performance  of each  of  Borrower's  duties  under  the  Loan
Documents.  Any security interest shall be a first priority security interest in
the  Collateral.  Bank may  place a "hold" on any  deposit  account  pledged  as
Collateral. If the Agreement is terminated, Bank's lien and security interest in
the Collateral shall continue until Borrower fully satisfies its Obligations.

         5    REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants as follows:

5.1 DUE  ORGANIZATION  AND  AUTHORIZATION.  Borrower and each Subsidiary is duly
existing  and in good  standing  in its state of  formation  and  qualified  and
licensed to do  business  in, and in good  standing  in, each state in which the
conduct  of its  business  or its  ownership  of  property  requires  that it be
qualified and its failure to so qualify would have a material  adverse effect on
Borrower's business or operations.

         The execution, delivery and performance of the Loan Documents have been
duly authorized,  and do not conflict with Borrower's  organizational documents,
nor  constitute  an event of  default  under  any  material  agreement  by which
Borrower is bound. Borrower is not in default under any agreement to which or by
which it is bound in which the default could cause a Material Adverse Change.

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5.2 COLLATERAL.  Borrower has good title to the Collateral, free of Liens except
Permitted Liens. The Eligible Accounts are bona fide, existing obligations,  and
the service or property has been performed or delivered to the account debtor or
its agent for immediate shipment to and unconditional  acceptance by the account
debtor.  Borrower has no notice of any actual or imminent Insolvency  Proceeding
of any account  debtor whose  accounts are an Eligible  Account in any Borrowing
Base Certificate.

5.3  LITIGATION.  Except  as shown in the  Schedule,  there  are no  actions  or
proceedings  pending  or, to  Borrower's  knowledge,  threatened  by or  against
Borrower or any  Subsidiary in which an adverse  decision could cause a Material
Adverse Change.

5.4 NO  MATERIAL  ADVERSE  CHANGE  IN  FINANCIAL  STATEMENTS.  All  consolidated
financial  statements for Borrower and any  Subsidiary  delivered to Bank fairly
present in all material respects Borrower's consolidated financial condition and
Borrower's  consolidated results of operations.  There has not been any material
deterioration in Borrower's  consolidated  financial condition since the date of
the most recent financial statements submitted to Bank.

5.5 SOLVENCY.  Borrower is able to pay its debts (including trade debts) as they
mature.

5.6 REGULATORY COMPLIANCE.  Borrower is not an "investment company" or a company
"controlled"  by an  "investment  company"  under the  Investment  Company  Act.
Borrower is not engaged as one of its important  activities in extending  credit
for margin  stock (under  Regulations  T and U of the Federal  Reserve  Board of
Governors).  Borrower has complied  with the Federal Fair Labor  Standards  Act.
Borrower has not violated any laws,  ordinances or rules, the violation of which
reasonably be expected to cause a Material Adverse Change. None of Borrower's or
any  Subsidiary's  properties  or  assets  has  been  used  by  Borrower  or any
Subsidiary  or, to the best of Borrower's  knowledge,  by previous  Persons,  in
disposing, producing, storing, treating, or transporting any hazardous substance
other than legally.  Borrower and each  Subsidiary has timely filed all required
tax returns and paid,  or made  adequate  provision to pay, all material  taxes.
Borrower  and  each   Subsidiary  has  obtained  all  consents,   approvals  and
authorizations  of, made all declarations or filings with, and given all notices
to, all  government  authorities  that are necessary to continue its business as
currently conducted.

5.7 SUBSIDIARIES. Borrower does not own any stock, partnership interest or other
equity securities except for Permitted Investments.

5.8 FULL DISCLOSURE. No representation,  warranty or other statement of Borrower
in any  certificate  or  written  statement  given to Bank  contains  any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained in the certificates or statements not misleading.

         6    AFFIRMATIVE COVENANTS

         Borrower shall do all of the following:

6.1 GOVERNMENT  COMPLIANCE.  Borrower  shall maintain its and all  Subsidiaries'
corporate  existence and good standing in its jurisdiction of incorporation  and
maintain  qualification in each  jurisdiction in which the failure to so qualify
could have a material  adverse  effect on  Borrower's  business  or  operations.
Borrower  shall  comply,  and  have  each  Subsidiary  comply,  with  all  laws,
ordinances  and  regulations  to which it is subject,  noncompliance  with which
could have a material  adverse  effect on  Borrower's  business or operations or
cause a Material Adverse Change.

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6.2      FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.

     (a) Borrower shall deliver to Bank: (i) as soon as available,  but no later
than  twenty  five  (25)  days  after  the last day of each  quarter,  a company
prepared  consolidated  balance sheet and income statement  covering  Borrower's
consolidated  operations  during the period,  in a form  acceptable  to Bank and
certified by a Responsible Officer; (ii) as soon as available, but no later than
ninety (90) days after the end of Borrower's fiscal year, audited,  consolidated
financial statements prepared under GAAP, consistently applied, together with an
unqualified  opinion on the financial  statements from an independent  certified
public accounting firm acceptable to Bank; (iii) within five (5) days of filing,
copies of all  statements,  reports and notices  made  available  to  Borrower's
security holders or to any holders of Subordinated  Debt and all reports on Form
10-K,  10-Q and 8-K filed with the  Securities and Exchange  Commission;  (iv) a
prompt report of any legal actions pending or threatened against Borrower or any
Subsidiary  that could result in damages or costs to Borrower or any  Subsidiary
of One Hundred  Thousand Dollars  ($100,000.00) or more; and (v) budgets,  sales
projections, operating plans or other financial information Bank requests.

     (b) Within  twenty  five (25) days  after the last day of each month  while
Obligations  are  outstanding,  Borrower  shall deliver to Bank a Borrowing Base
Certificate signed by a Responsible  Officer in the form of Exhibit C, with aged
listings of accounts receivable (by invoice date).

     (c)  Within  twenty  five  (25) days  after  the last day of each  quarter,
Borrower  shall  deliver  to Bank  with the  quarterly  financial  statements  a
Compliance Certificate signed by a Responsible Officer in the form of Exhibit D.

     (d) Bank has the right to audit Borrower's  Accounts at Borrower's expense,
but the audits  shall be  conducted  no more often than once every  twelve  (12)
months unless an Event of Default has occurred and is continuing.

6.3 TAXES.  Borrower  shall  make,  and cause each  Subsidiary  to make,  timely
payment of all material federal,  state, and local taxes or assessments owing by
Borrower  and  shall  deliver  to  Bank,  on  demand,  appropriate  certificates
attesting to such payments.

6.4 INSURANCE.  Borrower shall keep its business and the Collateral  insured for
risks and in amounts,  as Bank requests.  Insurance policies shall be in a form,
with  companies,  and in amounts that are reasonably  satisfactory  to Bank. All
property policies shall have a lender's loss payable endorsement showing Bank as
an additional  loss payee and all liability  policies  shall show the Bank as an
additional  insured and all  policies  shall  provide that the insurer must give
Bank at least twenty (20) days notice  before  canceling  its policy.  At Bank's
request, Borrower shall deliver certified copies of policies and evidence of all
premium payments.  Proceeds payable under any policy shall, at Bank's option, be
payable to Bank on account of the  Obligations,  except,  so long as no Event of
Default  has  occurred  and is  continuing,  Borrower  shall  have the option of
applying the proceeds of any casualty policy up to One Hundred  Thousand Dollars
($100,000.00) toward the replacement or repair of destroyed or damaged property;
provided that (i) any such  replaced or repaired  property (a) shall be of equal
or like value as the  replaced  or repaired  Collateral  and (b) shall be deemed
Collateral in which Bank has been granted a first priority security interest and
(ii) after the occurrence and during the continuation of an Event of Default all
proceeds payable under such casualty policy shall, at the option of the Bank, be
payable to Bank on account of the Obligations.

6.5 PRIMARY  ACCOUNTS.  Borrower  shall  maintain its primary  depository and an
operating  account with the Bank.  After March 1, 2000,  Borrower shall maintain
its primary depository and all operating accounts with the Bank.

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6.6      FINANCIAL COVENANTS.

         Borrower  shall  maintain  as of the last day of each  quarter,  unless
otherwise noted:

     (a) Adjusted  Quick Ratio.  A ratio of Quick Assets to Current  Liabilities
minus Deferred Maintenance Revenue of at least 2.00 to 1.0.

     (b)  Tangible Net Worth.  A Tangible  Net Worth of at least Twenty  Million
Dollars ($20,000,000.00).

         7    NEGATIVE COVENANTS

         Borrower  shall not do any of the following  without the Bank's written
consent, which shall not be unreasonably withheld:

7.1  DISPOSITIONS.  Convey,  sell,  lease,  transfer  or  otherwise  dispose  of
(collectively a "Transfer"),  or permit any of its Subsidiaries to Transfer, all
or any part of its business or property,  other than a Transfer (i) of Inventory
in the ordinary course of business;  (ii) of non-exclusive  licenses and similar
arrangements  for the use of the property of Borrower or its Subsidiaries in the
ordinary course of business; or (iii) of worn-out or obsolete Equipment.

7.2 CHANGES IN BUSINESS, OWNERSHIP,  MANAGEMENT OR BUSINESS LOCATIONS. Engage in
or permit  any of its  Subsidiaries  to engage in any  business  other  than the
businesses  currently  engaged in by Borrower  or have a material  change in its
ownership or management.  Borrower shall not,  without at least thirty (30) days
prior written notice to Bank, relocate its principal executive office or add any
new offices or business locations.

7.3  MERGERS  OR  ACQUISITIONS.  Merge  or  consolidate,  or  permit  any of its
Subsidiaries  to merge or  consolidate,  with any other Person,  or acquire,  or
permit any of its  Subsidiaries  to  acquire,  all or  substantially  all of the
capital stock or property of another Person,  if the purchase price for any such
mergers  or  consolidations  exceeds,  in the  aggregate,  Two  Million  Dollars
($2,000,000.00) in any fiscal year, inclusive of all indebtedness assumed by the
Borrower in connection therewith.  Notwithstanding the foregoing, Borrower shall
not  merge  or  consolidate,  or  permit  any of its  Subsidiaries  to  merge or
consolidate,   with  any  other  Person,  or  acquire,  or  permit  any  of  its
Subsidiaries  to  acquire,  all or  substantially  all of the  capital  stock or
property of another Person, unless (i) the Person is in the same business as the
Borrower;  (ii) no Event of Default has  occurred and is  continuing;  and (iii)
Borrower is the surviving  legal  entity,  except where a Subsidiary of Borrower
merges with a Person being  acquired by the Borrower.  A Subsidiary may merge or
consolidate into another  Subsidiary or into Borrower,  provided Borrower is the
surviving legal entity.

7.4 INDEBTEDNESS.  Create, incur, assume, or be liable for any Indebtedness,  or
permit any Subsidiary to do so, other than Permitted Indebtedness.

7.5  ENCUMBRANCE.  Create,  incur, or allow any Lien on any of its property,  or
assign  or  convey  any  right  to  receive  income,  including  the sale of any
Accounts,  or permit any of its  Subsidiaries  to do so,  except  for  Permitted
Liens,  or permit any  Collateral  not to be subject  to Bank's  first  priority
security interest, subject only to Permitted Liens.

7.6 INVESTMENTS;  DISTRIBUTIONS.  (i) Directly or indirectly  acquire or own any
Person, or make any Investment in any Person, other than Permitted  Investments,
or permit any of its  Subsidiaries  to do so; or (ii) pay any  dividends or make
any distribution or payment or redeem, retire or purchase any capital stock.

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7.7  TRANSACTIONS  WITH  AFFILIATES.  Directly or indirectly enter or permit any
material  transaction with any Affiliate,  except  transactions  that are in the
ordinary course of Borrower's  business,  on terms no less favorable to Borrower
than would be  obtained in an arm's  length  transaction  with a  non-affiliated
Person.

7.8  SUBORDINATED  DEBT.  Make or permit any payment on any  Subordinated  Debt,
except under the terms of the  Subordinated  Debt, or amend any provision in any
document  relating  to the  Subordinated  Debt,  without  Bank's  prior  written
consent.

7.9 COMPLIANCE. Undertake as one of its important activities extending credit to
purchase  or carry  margin  stock,  or use the  proceeds of any Advance for that
purpose;  fail to meet the  minimum  funding  requirements  of  ERISA,  permit a
Reportable Event or Prohibited Transaction,  as defined in ERISA, to occur; fail
to comply with the Federal Fair Labor  Standards Act or violate any other law or
regulation,  if the violation could have a material adverse effect on Borrower's
business or operations or cause a Material Adverse Change,  or permit any of its
Subsidiaries to do so.

         8    EVENTS OF DEFAULT

         Any one of the following is an Event of  Default:8.1  PAYMENT  DEFAULT.
Borrower fails to pay any of the  Obligations  within three (3) days after their
due date. During the additional period the failure to cure the default is not an
Event  of  Default  (but no  Credit  Extensions  shall be made  during  the cure
period);

8.2 COVENANT  DEFAULT.  Borrower does not perform any obligation in Section 6 or
violates  any  covenant  in Article 7 or does not  perform or observe  any other
material term, condition or covenant in this Agreement,  any Loan Documents,  or
in any agreement  between  Borrower and Bank and as to any default under a term,
condition or covenant that can be cured, has not cured the default within thirty
(30) days after it occurs,  or if the default cannot be cured within thirty (30)
days or cannot be cured after Borrower's attempts in the thirty (30) day period,
and the default may be cured within a reasonable  time, then Borrower shall have
additional  time,  (of not more than  thirty  (30)  days) to attempt to cure the
default.  During the additional period the failure to cure the default is not an
Event  of  Default  (but no  Credit  Extensions  shall be made  during  the cure
period);

8.3 MATERIAL  ADVERSE  CHANGE.  (i) A material  impairment in the  perfection or
priority of Bank's  security  interest in the Collateral or in the value of such
Collateral  which is not  covered by  adequate  insurance  occurs;  or (ii) Bank
determines,  based  upon  information  available  to it and  in  its  reasonable
judgment,  that there is a reasonable  likelihood  that  Borrower  shall fail to
comply with one or more of the financial  covenants in Section 6 during the next
succeeding financial reporting period;

8.4  ATTACHMENT.  (i) Any  material  portion of  Borrower's  assets is attached,
seized,  levied on, or comes into  possession  of a trustee or receiver  and the
attachment, seizure or levy is not removed in thirty (30) days; (ii) Borrower is
enjoined,  restrained,  or prevented  by court order from  conducting a material
part of its  business;  (iii) a  judgment  or other  claim  becomes  a Lien on a
material  portion  of  Borrower's  assets;  or (iv) a notice of lien,  levy,  or
assessment is filed against any of Borrower's  assets by any  government  agency
and not paid within ten (10) days after Borrower receives notice.  These are not
Events of Default if stayed or if a bond is posted  pending  contest by Borrower
(but no Credit Extensions shall be made during the cure period);

8.5  INSOLVENCY.  (i)  Borrower  becomes  insolvent;  (ii)  Borrower  begins  an
Insolvency  Proceeding;  or  (iii) an  Insolvency  Proceeding  is begun  against
Borrower and not  dismissed or stayed within forty five (45) days (but no Credit
Extensions shall be made before any Insolvency Proceeding is dismissed);

8.6 OTHER  AGREEMENTS.  If there is a default in any agreement to which Borrower
is a party  with a third  party or  parties  resulting  in a right by such third
party or parties,  whether or not  exercised,  to accelerate the maturity of any
Indebtedness   in  an  amount  in  excess  of  One  Hundred   Thousand   Dollars
($100,000.00) or that could have a Material Adverse Effect;

8.7  JUDGMENTS.  If a final  judgment or judgments not subject to further appeal
for the payment of money in an amount,  individually or in the aggregate,  of at
least One Hundred  Thousand  Dollars  ($100,000.00)  shall be  rendered  against
Borrower and shall remain  unsatisfied  and unstayed for a period of thirty (30)
days (provided that no Credit  Extensions will be made prior to the satisfaction
or stay of such judgment);

8.8 MISREPRESENTATIONS.  If Borrower or any Person acting for Borrower makes any
material misrepresentation or material misstatement now or later in any warranty
or representation in this Agreement or in any communication delivered to Bank or
to induce Bank to enter this Agreement or any Loan Document.

         9    BANK'S RIGHTS AND REMEDIES

9.1 RIGHTS AND REMEDIES. When an Event of Default occurs and continues Bank may,
without notice or demand, do any or all of the following:

     (a) Declare all Obligations immediately due and payable (but if an Event of
Default  described in Section 8.5 occurs all Obligations are immediately due and
payable without any action by Bank);

     (b) Stop advancing money or extending  credit for Borrower's  benefit under
this Agreement or under any other agreement between Borrower and Bank;


     (c) Settle or adjust  disputes and claims directly with account debtors for
amounts, on terms and in any order that Bank considers advisable;

     (d) Make any payments and do any acts it considers  necessary or reasonable
to protect its security interest in the Collateral.  Borrower shall assemble the
Collateral if Bank requests and make it available as Bank  designates.  Bank may
enter premises where the Collateral is located,  take and maintain possession of
any part of the Collateral,  and pay, purchase,  contest, or compromise any Lien
which  appears to be prior or  superior  to its  security  interest  and pay all
expenses incurred. Borrower grants Bank a license to enter and occupy any of its
premises, without charge, to exercise any of Bank's rights or remedies;

     (e) Apply to the  Obligations  any (i) balances and deposits of Borrower it
holds, or (ii) any amount held by Bank owing to or for the credit or the account
of Borrower;

     (f) Ship, reclaim,  recover, store, finish,  maintain,  repair, prepare for
sale, advertise for sale, and sell the Collateral; and

     (g) Dispose of the Collateral according to the Code.

9.2 POWER OF ATTORNEY.  Upon the  occurrence  and during the  continuance  of an
Event of  Default,  Borrower  hereby  irrevocably  appoints  Bank as its  lawful
attorney-in-fact to: (i) endorse Borrower's name on any checks or other forms of
payment or security in respect of any of the Collateral;  (ii) make, settle, and
adjust all claims with  respect to the  Collateral  under  Borrower's  insurance
policies;  and (iii)  transfer the  Collateral  into the name of Bank or a third
party as the Code permits.  Borrower  hereby appoints Bank its power of attorney
to sign  Borrower's  name on any documents  necessary to perfect or continue the

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perfection  of any security  interest  regardless of whether an Event of Default
has occurred until all Obligations have been satisfied in full and Bank is under
no further  obligation to make Credit  Extensions  hereunder.  Bank's  foregoing
appointment as Borrower's attorney in fact, and all of Bank's rights and powers,
coupled with an interest,  are irrevocable until all Obligations have been fully
repaid  and  performed  and  Bank's  obligation  to  provide  Credit  Extensions
terminates.

9.3 ACCOUNTS COLLECTION. When an Event of Default occurs and continues, Bank may
notify any Person owing Borrower money of Bank's security  interest in the funds
and verify the amount of the  Account.  Borrower  must  collect all  payments in
trust for Bank and, if  requested by Bank,  immediately  deliver the payments to
Bank in the form received from the account debtor,  with proper endorsements for
deposit.

9.4 BANK  EXPENSES.  If Borrower  fails to obtain  insurance  as required  under
Section  6.4 or to pay any amount or furnish  any  required  proof of payment to
third  persons and the Bank,  Bank may make all or part of the payment or obtain
such insurance  policies  required in Section 6.4, and take any action under the
policies  Bank deems  prudent.  Any amounts paid by Bank as provided  herein are
Bank Expenses and are immediately due and payable,  bearing interest at the then
applicable rate and secured by the Collateral. No payments by Bank are deemed an
agreement to make similar  payments in the future or Bank's  waiver of any Event
of Default.

9.5  BANK'S  LIABILITY  FOR  COLLATERAL.  So  long  as the  Bank  complies  with
reasonable banking practices  regarding the safekeeping of collateral,  the Bank
shall not be liable or responsible  for: (a) the  safekeeping of the Collateral;
(b) any loss or damage to the Collateral; (c) any diminution in the value of the
Collateral; or (d) any act or default of any carrier,  warehouseman,  bailee, or
other person.  Borrower  bears all risk of loss,  damage or  destruction  of the
Collateral.

9.6 REMEDIES  CUMULATIVE.  Bank's rights and remedies under this Agreement,  the
Loan Documents, and all other agreements are cumulative. Bank has all rights and
remedies  provided under the Code, by law, or in equity.  Bank's exercise of one
right or remedy is not an election, and Bank's waiver of any Event of Default is
not  a  continuing  waiver.   Bank's  delay  is  not  a  waiver,   election,  or
acquiescence.  No waiver  is  effective  unless  signed by Bank and then is only
effective for the specific instance and purpose for which it was given.

9.7 DEMAND WAIVER. Borrower waives demand, notice of default or dishonor, notice
of payment  and  nonpayment,  notice of any  default,  nonpayment  at  maturity,
release, compromise,  settlement,  extension, or renewal of accounts, documents,
instruments,  chattel paper,  and  guaranties  held by Bank on which Borrower is
liable.

         10   NOTICES

         All  notices  or demands  by any party to this  Agreement  or any other
related  agreement must be in writing and be personally  delivered or sent by an
overnight delivery service,  by certified mail, postage prepaid,  return receipt
requested,  or by telefacsimile at the addresses listed at the beginning of this
Agreement.  Either Bank or Borrower may change its notice  address by giving the
other written notice.

                  If to Borrower:   Object Design, Inc.
                                    25 Mall Street
                                    Burlington, Massachusetts 01803
                                    Attn: Chief Financial Officer
                                    FAX: (781) 674-5415

<PAGE>

                  If to Bank:       Silicon Valley Bank
                                    40 William Street
                                    Wellesley, Massachusetts 02481
                                    Attn: Jonathan Gray
                                    FAX: (781) 431-9906

                  with a copy to:   Riemer & Braunstein
                                    Three Center Plaza
                                    Boston, Massachusetts 02108
                                    Attn: David A. Ephraim, Esquire
                                    FAX: (617) 723-6831

         11   CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER

         Massachusetts   law  governs  the  Loan  Documents  without  regard  to
principles  of conflicts of law.  Borrower and Bank each submit to the exclusive
jurisdiction of the State and Federal courts in Suffolk County, Massachusetts.

         BORROWER  AND BANK EACH WAIVE  THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM
OR  CAUSE OF  ACTION  ARISING  OUT OF OR BASED  UPON  THIS  AGREEMENT,  THE LOAN
DOCUMENTS OR ANY CONTEMPLATED  TRANSACTION,  INCLUDING CONTRACT, TORT, BREACH OF
DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES
TO ENTER INTO THIS  AGREEMENT.  EACH PARTY HAS  REVIEWED  THIS  WAIVER  WITH ITS
COUNSEL.

         12   GENERAL PROVISIONS

12.1 SUCCESSORS AND ASSIGNS.  This Agreement binds and is for the benefit of the
successors  and  permitted  assigns of each party.  Borrower may not assign this
Agreement or any rights or  Obligations  under it without  Bank's prior  written
consent  which may be granted or  withheld  in Bank's  discretion.  Bank has the
right,  without  the  consent  of or  notice  to  Borrower,  to sell,  transfer,
negotiate,  or grant  participation  in all or any part of, or any  interest in,
Bank's obligations, rights and benefits under this Agreement, the Loan Documents
or any related agreement.

12.2  INDEMNIFICATION.  Borrower hereby indemnifies,  defends and holds the Bank
and its officers,  employees and agents harmless  against:  (a) all obligations,
demands,  claims, and liabilities asserted by any other party in connection with
the transactions  contemplated by the Loan Documents; and (b) all losses or Bank
Expenses  incurred,  or  paid by  Bank  from,  following,  or  consequential  to
transactions between Bank and Borrower (including reasonable attorneys' fees and
expenses),  except  for  losses  caused by Bank's  gross  negligence  or willful
misconduct.

12.3  TIME  OF  ESSENCE.  Time is of the  essence  for  the  performance  of all
Obligations in this Agreement.

12.4  SEVERABILITY  OF PROVISION.  Each provision of this Agreement is severable
from every other provision in determining the enforceability of any provision.

12.5 AMENDMENTS IN WRITING,  INTEGRATION.  All amendments to this Agreement must
be in writing  signed by both Bank and  Borrower.  This  Agreement  and the Loan
Documents  represent  the  entire  agreement  about  this  subject  matter,  and
supersedes  prior or  contemporaneous  negotiations or agreements.

<PAGE>

All  prior  or  contemporaneous  agreements,  understandings,   representations,
warranties,  and  negotiations  between the parties about the subject  matter of
this  Agreement and the Loan  Documents  merge into this  Agreement and the Loan
Documents.

12.6 COUNTERPARTS.  This Agreement may be executed in any number of counterparts
and by different parties on separate counterparts,  each of which, when executed
and delivered, are an original, and all taken together, are one Agreement.

12.7  SURVIVAL.  All  covenants,  representations  and  warranties  made in this
Agreement continue in full force while any Obligations remain  outstanding.  The
obligations  of Borrower in Section 12.2 to indemnify  Bank shall  survive until
all statutes of  limitations  for actions that may be brought  against Bank have
run.

12.8  CONFIDENTIALITY.  In handling  any  confidential  information,  Bank shall
exercise  the same  degree of care  that it  exercises  for its own  proprietary
information,   but  disclosure  of  information  may  be  made:  (i)  to  Bank's
subsidiaries  or  affiliates in  connection  with their  present or  prospective
business relations with Borrower;  (ii) to prospective transferees or purchasers
of any interest in the Loans; (iii) as required by law, regulation, subpoena, or
other order,  (iv) as required in connection  with Bank's  examination or audit;
and  (v) as  Bank  considers  appropriate  in  exercising  remedies  under  this
Agreement.  Confidential  information does not include  information that either:
(a) is in the public domain or in Bank's  possession  when disclosed to Bank, or
becomes part of the public domain after  disclosure to Bank; or (b) is disclosed
to Bank by a third  party,  if Bank  does  not  know  that  the  third  party is
prohibited from disclosing the information.

12.9 ATTORNEYS'  FEES, COSTS AND EXPENSES.  In any action or proceeding  between
Borrower and Bank arising out of the Loan Documents,  the prevailing party shall
be  entitled  to recover  its  reasonable  attorneys'  fees and other  costs and
expenses incurred,  in addition to any other relief to which it may be entitled,
whether or not a lawsuit is filed.

         13   DEFINITIONS

13.1     DEFINITIONS.

         "Accounts"  are all  existing  and  later  arising  accounts,  contract
rights, and other obligations owed Borrower in connection with its sale or lease
of goods  (including  licensing  software and other  technology) or provision of
services, all credit insurance,  guaranties,  other security and all merchandise
returned or reclaimed by Borrower and  Borrower's  Books  relating to any of the
foregoing.

         "Advance"  or  "Advances"  is a loan  advance (or  advances)  under the
Committed Revolving Line.

         "Affiliate"  of a Person is a Person that owns or controls  directly or
indirectly the Person,  any Person that controls or is controlled by or is under
common  control  with the Person,  and each of that  Person's  senior  executive
officers,  directors,  partners and, for any Person that is a limited  liability
company, that Person's managers and members.

         "Bank Expenses" are all audit fees and expenses and reasonable costs or
expenses  (including  reasonable  attorneys'  fees and expenses) for  preparing,
negotiating,   administering,   defending  and  enforcing  the  Loan   Documents
(including appeals or Insolvency Proceedings).

<PAGE>

         "Borrower's  Books"  are all  Borrower's  books and  records  including
ledgers,  records regarding  Borrower's  assets or liabilities,  the Collateral,
business operations or financial condition and all computer programs or discs or
any equipment containing the information.

         "Borrowing  Base"  is fifty  percent  (50%) of  Eligible  Accounts,  as
determined by Bank from Borrower's most recent Borrowing Base Certificate.

         "Business  Day" is any day that is not a  Saturday,  Sunday or a day on
which the Bank is closed.

         "Closing Date" is the date of this Agreement.

         "Code" is the Massachusetts Uniform Commercial Code.

         "Collateral" is the property described on Exhibit A.

         "Committed  Equipment  Line is a Credit  Extension of up to One Million
Dollars ($1,000,000.00).

         "Committed  Revolving Line" is a Credit  Extension of up to Two Million
Dollars ($2,000,000.00).

         "Contingent  Obligation"  is, for any  Person,  any direct or  indirect
liability,  contingent or not, of that Person for (i) any  indebtedness,  lease,
dividend,  letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed,  endorsed,  co-made,  discounted or sold with
recourse by that  Person,  or for which that  Person is  directly or  indirectly
liable;  (ii) any  obligations  for undrawn letters of credit for the account of
that  Person;  and (iii) all  obligations  from any interest  rate,  currency or
commodity  swap  agreement,  interest  rate cap or  collar  agreement,  or other
agreement or arrangement  designated to protect a Person against  fluctuation in
interest rates,  currency  exchange rates or commodity  prices;  but "Contingent
Obligation"  does not include  endorsements  in the ordinary course of business.
The amount of a Contingent  Obligation is the stated or determined amount of the
primary  obligation  for  which  the  Contingent  Obligation  is made or, if not
determinable,  the maximum reasonably anticipated liability for it determined by
the Person in good  faith;  but the  amount  may not  exceed the  maximum of the
obligations under the guarantee or other support arrangement.

         "Credit  Extension" is each Advance,  Equipment  Advance,  or any other
extension of credit by Bank for Borrower's benefit.

         "Current  Liabilities"  are the aggregate  amount of  Borrower's  Total
Liabilities  which  mature  within one (1) year,  which shall  include,  without
limitation, all obligations and liabilities of Borrower to Bank.

         "Deferred  Maintenance  Revenue" is all amounts  received in advance of
performance under maintenance contracts and not yet recognized as revenue.

         "Eligible  Accounts" are Accounts in the ordinary  course of Borrower's
business that meet all Borrower's representations and warranties in Section 5.2;
BUT Bank may change  eligibility

<PAGE>

standards by giving Borrower thirty (30) days prior written notice.  Unless Bank
agrees otherwise in writing, Eligible Accounts shall not include:

     (a) Accounts  that the account  debtor has not paid within ninety (90) days
of invoice date;

     (b) Credit balances over ninety (90) days from invoice date;

     (c) Accounts for which the account debtor does not have its principal place
of business in the United States except for Eligible Foreign Accounts;

     (d)  Accounts  for  which  Bank  reasonably  determines  collection  to  be
doubtful.

         "Eligible  Foreign  Accounts" are Accounts for which the account debtor
does not have its principal  place of business in the United States but are: (1)
covered by credit  insurance  satisfactory to Bank, less any deductible;  or (2)
supported by letter(s) of credit  acceptable  to Bank; or (3) that Bank approves
in writing.

         "Equipment"  is all present  and future  machinery,  equipment,  tenant
improvements,  furniture,  fixtures,  vehicles,  tools, parts and attachments in
which Borrower has any interest.

         "Equipment Advance" is defined in Section 2.1.2.

         "Equipment Availability End Date" is defined in Section 2.1.2.

         "Equipment Loan Maturity Date" is defined in Section 2.1.2.

         "ERISA" is the Employment  Retirement  Income Security Act of 1974, and
its regulations.

         "GAAP" is generally accepted accounting principles.

         "Indebtedness"  is (a)  indebtedness for borrowed money or the deferred
price of property or services,  such as reimbursement  and other obligations for
surety bonds and letters of credit, (b) obligations  evidenced by notes,  bonds,
debentures  or  similar  instruments,  (c)  capital  lease  obligations  and (d)
Contingent Obligations.

         "Insolvency  Proceeding"  is any  proceeding  by or against  any Person
under the United States  Bankruptcy  Code, or any other bankruptcy or insolvency
law,  including   assignments  for  the  benefit  of  creditors,   compositions,
extensions generally with its creditors,  or proceedings seeking reorganization,
arrangement, or other relief.

         "Investment"   is  any  beneficial   ownership  of  (including   stock,
partnership  interest or other securities) any Person,  or any loan,  advance or
capital contribution to any Person.

         "Lien" is a mortgage,  lien, deed of trust,  charge,  pledge,  security
interest or other encumbrance.

<PAGE>

         "Loan Documents" are, collectively,  this Agreement, any note, or notes
executed by Borrower or  Guarantor,  and any other  present or future  agreement
between  Borrower  and/or  for  the  benefit  of Bank in  connection  with  this
Agreement, all as amended, extended or restated.

         "Material Adverse Change " is defined in Section 8.3.

         "Obligations" are debts,  principal,  interest, Bank Expenses and other
amounts Borrower owes Bank now or later, including letters of credit and foreign
exchange  contracts,  if any, and including  interest  accruing after Insolvency
Proceedings begin and debts, liabilities, or obligations of Borrower assigned to
Bank.

         "Permitted Indebtedness" is:

         (a)  Borrower's  indebtedness  to Bank under this Agreement or the Loan
Documents;

         (b)  Indebtedness  existing  on  the  Closing  Date  and  shown  on the
Schedule;

         (c)  Subordinated Debt;

         (d)  Indebtedness to trade creditors incurred in the ordinary course of
business; and

         (e)  Indebtedness secured by Permitted Liens.

         "Permitted Investments" are:

         (a)  Investments shown on the Schedule and existing on the Closing Date
;and

         (b)  (i)  marketable  direct   obligations  issued  or  unconditionally
guaranteed  by the United  States or its agency or any State  maturing  within 1
year from its  acquisition,  (ii) commercial  paper maturing no more than 1 year
after its creation and having the highest  rating from either  Standard & Poor's
Corporation or Moody's Investors Service, Inc., and (iii) Bank's certificates of
deposit issued maturing no more than 1 year after issue.

         "Permitted Liens" are:

          (a) Liens  existing on the Closing  Date and shown on the  Schedule or
arising under this Agreement or other Loan Documents;

         (b) Liens for taxes,  fees,  assessments or other government charges or
levies,  either not  delinquent  or being  contested in good faith and for which
Borrower maintains adequate reserves on its Books, IF they have no priority over
any of Bank's security interests;

         (c) Purchase money Liens (i) on Equipment  acquired or held by Borrower
or its Subsidiaries incurred for financing the acquisition of the Equipment,  or
(ii)  existing  on  equipment  when  acquired,  IF the Lien is  confined  to the
property and improvements and the proceeds of the equipment;

<PAGE>

         (d) Leases or  subleases  and  licenses or  sublicenses  granted in the
ordinary course of Borrower's business, IF the leases,  subleases,  licenses and
sublicenses permit granting Bank a security interest;

         (e) Liens  incurred in the  extension,  renewal or  refinancing  of the
indebtedness  secured by Liens  described in (a) through (c), BUT any extension,
renewal or  replacement  Lien must be limited to the property  encumbered by the
existing Lien and the principal amount of the indebtedness may not increase.

         "Person" is any individual, sole proprietorship,  partnership,  limited
liability company, joint venture, company, trust,  unincorporated  organization,
association,  corporation,  institution, public benefit corporation, firm, joint
stock company, estate, entity or government agency.

         "Prime Rate" is Bank's most recently announced "prime rate," even if it
is not Bank's lowest rate.

         "Quick  Assets"  is,  on  any  date,   the   Borrower's   consolidated,
unrestricted  cash,  cash  equivalents,   net  billed  accounts  receivable  and
investments with maturities of less than 12 months determined according to GAAP.

         "Responsible Officer" is the Chief Financial Officer of Borrower.

         "Revolving  Maturity  Date"  is one (1) day  prior  to the one (1) year
anniversary of the Closing Date.

         "Schedule" is any attached schedule of exceptions.

         "Subordinated  Debt"  is debt  incurred  by  Borrower  subordinated  to
Borrower's debt to Bank (pursuant a subordination agreement entered into between
the Bank, the Borrower and the subordinating creditor).

         "Subsidiary"  is for any Person,  joint venture,  or any other business
entity of which  more than  fifty  percent  (50%) of the  voting  stock or other
equity interests is owned or controlled,  directly or indirectly,  by the Person
or one or more Affiliates of the Person.

         "Tangible Net Worth" is, on any date, the consolidated  total assets of
Borrower  and its  Subsidiaries  MINUS,  (i)  any  amounts  attributable  to (a)
goodwill,  (b) intangible  items such as unamortized  debt discount and expense,
Patents,  trade and  service  marks  and  names,  Copyrights  and  research  and
development  expenses  except  prepaid  expenses,  and (c)  reserves not already
deducted  from assets,  MINUS (ii) Total  Liabilities,  PLUS (iii)  Subordinated
Debt.

         "Total Liabilities" is on any day, obligations that should, under GAAP,
be classified as liabilities on Borrower's consolidated balance sheet, including
all Indebtedness,  and current portion Subordinated Debt allowed to be paid, but
excluding all other Subordinated Debt.


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  as  a  sealed  instrument  under  the  laws  of  the  Commonwealth  of
Massachusetts as of the date first above written.

                                      OBJECT DESIGN, INC.


                                      __________________________________________

                                      By: /s/ Lacey Brandt
                                         ---------------------------------------

                                      TITLE: CHIEF FINANCIAL OFFICER

                                      SILICON VALLEY BANK d/b/a
                                      SILICON VALLEY EAST

                                      __________________________________________

                                      By________________________________________

                                      Title:____________________________________

                                      SILICON VALLEY BANK

                                      __________________________________________

                                      By________________________________________

                                      Title:____________________________________
                                            (Signed in Santa Clara, California)


<PAGE>



                                    EXHIBIT A

         The Collateral consists of all right, title and interest of Borrower in
and to the following:

         All goods, equipment,  inventory, contract rights, general intangibles,
accounts,  documents,   instruments,  chattel  paper,  cash,  deposit  accounts,
fixtures,  letters of credit, investment property, and financial assets, whether
now owned or hereafter acquired, wherever located; and

         All Borrower's  Books relating to the foregoing and any and all claims,
rights and interests in any of the above and all substitutions  for,  additions,
attachments,  accessories,  accessions  and  improvements  to and  replacements,
products, proceeds and insurance proceeds of any or all of the foregoing.

         The Collateral does not include:

Any copyright rights,  copyright applications,  copyright registrations and like
protections in each work of authorship and derivative work, whether published or
unpublished, now owned or later acquired; any patents, trademarks, service marks
and  applications  therefor;  any trade secret  rights,  including any rights to
unpatented  inventions,   know-how,   operating  manuals,   license  rights  and
agreements and confidential information, now owned or hereafter acquired; or any
claims for damages by way of any past, present and future infringement of any of
the foregoing.


<PAGE>


                                    EXHIBIT B

                   LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM

              DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M., E.S.T.

TO:      CENTRAL CLIENT SERVICE DIVISION             DATE:______________________

Fax #:   (781) 431-0755                           TIME:______________




--------------------------------------------------------------------------------
                             CLIENT NAME (BORROWER)


REQUESTED BY:___________________________________________________________________
                            AUTHORIZED SIGNER'S NAME


AUTHORIZED SIGNATURE:___________________________________________________________


PHONE NUMBER:___________________________________________________________________


FROM ACCOUNT #_______________________  TO ACCOUNT #_____________________________


REQUESTED TRANSACITON TYPE                  REQUEST DOLLAR AMOUNT

PRINCIPAL INCREASE (ADVANCE)                                  $__________
PRINCIPAL PAYMENT (ONLY)                                         $__________
INTEREST PAYMENT (ONLY)                                       $__________
PRINCIPAL AND INTEREST (PAYMENT)                                 $__________


                               OTHER INSTRUCTIONS

All Borrower's representations and warranties in the Loan and Security Agreement
are true,  correct  and  complete  in all  material  respects on the date of the
telephone  request for an Advance confirmed by this Borrowing  Certificate;  but
those  representations and warranties  expressly referring to another date shall
be true, correct and complete in all material respects as of that date.

--------------------------------------------------------------------------------

<PAGE>


--------------------------------------------------------------------------------
                                  BANK USE ONLY


TELEPHONE REQUEST:


The following  person is  authorized  to request the loan payment  transfer/loan
advance on the advance designated account and is known to me.

_______________________________________
     ____________________________________
       Authorized Requester                      Phone #

_______________________________________
     ____________________________________
       Received By (Bank)                        Phone #



______________________________________
Authorized Signature (Bank)


--------------------------------------------------------------------------------



<PAGE>


                                    EXHIBIT C
                           BORROWING BASE CERTIFICATE

--------------------------------------------------------------------------------


Borrower:         Object Design, Inc.              Lender:   Silicon Valley Bank

Commitment Amount:         $2,000,000.00
--------------------------------------------------------------------------------


ACCOUNTS RECEIVABLE
1.       Accounts Receivable Book Value as of ____________________
         $_____________
2.       Additions (please explain on reverse)
         $_____________
3.       TOTAL ACCOUNTS RECEIVABLE
         $_____________

ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
4.       Amounts over 90 days due
         $_____________
5.       Credit balances over 90 days
         $_____________
6.       Foreign Accounts
         $_____________
7.       Other (please explain on reverse)
         $_____________
8.       TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
         $_____________
9.       Eligible Accounts (#3 minus #8)
         $_____________
10.      LOAN VALUE OF ACCOUNTS (50% of #9)
         $_____________

BALANCES
11.      Maximum Loan Amount
         $2,000,000.00
12.      Total Funds Available [Lesser of #10 or #11]
         $_____________
13.      Present balance owing on Line of Credit
         $_____________
14.      RESERVE POSITION (#12 minus #13)
         $_____________

<PAGE>

THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THIS IS TRUE, COMPLETE AND CORRECT,
AND THAT THE  INFORMATION IN THIS BORROWING BASE  CERTIFICATE  COMPLIES WITH THE
REPRESENTATIONS  AND WARRANTIES IN THE LOAN AND SECURITY  AGREEMENT  BETWEEN THE
UNDERSIGNED AND SILICON VALLEY BANK.


                                  BANK USE ONLY

COMMENTS:                                 Received by: _________________________
                                                          AUTHORIZED SIGNER
By: ______________________________
         Authorized Signer


                                          Date:_________________________________

                                          Verified: ____________________________
                                                         AUTHORIZED SIGNER

                                          Date:    _____________________________
                                          Compliance Status:    Yes       No

<PAGE>


                                    EXHIBIT D
                             COMPLIANCE CERTIFICATE

TO:      SILICON VALLEY BANK

FROM:    OBJECT DESIGN, INC.

         The undersigned authorized officer of OBJECT DESIGN, INC certifies that
under  the terms  and  conditions  of the Loan and  Security  Agreement  between
Borrower and Bank (the "Agreement"),  (i) Borrower is in complete compliance for
the period ending  _______________  with all required  covenants except as noted
below and (ii) all  representations and warranties in the Agreement are true and
correct  in all  material  respects  on this  date.  Attached  are the  required
documents  supporting the  certification.  The Officer  certifies that these are
prepared in accordance  with Generally  Accepted  Accounting  Principles  (GAAP)
consistently  applied  from one  period to the next  except as  explained  in an
accompanying  letter or footnotes.  The Officer  acknowledges that no borrowings
may be requested at any time or date of  determination  that  Borrower is not in
compliance  with any of the  terms of the  Agreement,  and  that  compliance  is
determined not just at the date this certificate is delivered.

         Please indicate  compliance  status by circling Yes/No under "Complies"
column.

Reporting Covenant                      Required                       Complies

Financial  statements            Quarterly  within  25 days             Yes  No
Annual  (CPA Audited)            FYE  within 90 days                    Yes  No
10-Q,  10-K and 8-K              Within 5 days after filing with SEC    Yes  No
No A/R Agings and                Monthly within 25 days*                Yes  No
Borrowing Base Cert.

Financial Covenant               Required           Actual             Complies

Maintain on a Quarterly  Basis:
  Minimum Adjusted Quick Ratio    2.00:1.0          _____:1.0         Yes   No
  Minimum Tangible Net Worth    $20,000,000.00     $________          Yes   No


*While Obligations are outstanding.


<PAGE>

Comments Regarding Exceptions:  See Attached.               BANK USE ONLY

Sincerely,                                        Received by: _________________
                                                               AUTHORIZED SIGNER
__________________________________
SIGNATURE                                         Date:    _____________________
__________________________________
TITLE                                             Verified: ____________________
__________________________________                           AUTHORIZED SIGNER
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