FACTORING MODIFICATION AGREEMENT
This Factoring Modification Agreement is entered into as of January 13,
1998, by and between FORECROSS CORPORATION (the "Seller") whose address is 00
Xxx Xxxxxxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000 and Silicon Valley Financial
Services, a division of Silicon Valley Bank ("8uyer"), whose address is 0000
Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000.
1. Description OF EXISTING INDEBTEDNESS: Among other indebtedness which may
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be owing by Seller to Buyer, Seller is indebted to Buyer pursuant to, among
other documents, a Factoring Agreement, dated October 30, 1995, modified by that
certain Factoring Modification Agreement dated December 18, 1996, by and between
Seller and Buyer (the "Factoring Agreement"). Capitalized terms used without
definition herein shall have the meanings assigned to them in the Factoring
Agreement.
Hereinafter, all indebtedness owing by Seller to Buyer shall be referred to as
the "Indebtedness" and the Factoring Agreement and any and all other documents
executed by Seller in favor of Buyer shall be referred to as the "Existing
Documents."
2. DESCRIPTION OF CHANGE IN TERMS.
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A. Modification(s) to Factoring Agreement, effective as of the date first
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written above:
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Increase gross factoring line in the amount of SEVEN HUNDRED FIFTY THOUSAND AND
NO/100 *** ($750,000.00).
3. CONSISTENT CHANGES. The Existing Documents are each hereby amended
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wherever necessary to reflect the changes described above.
4. NO DEFENSES OF SELLER. Seller agrees that, as of this date, it has no
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defenses against the obligations to pay any amounts under the Indebtedness.
5. CONTINUING VALIDITY. Seller understands and agrees that in modifying the
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existing Indebtedness, Buyer is relying upon Seller's representations,
warranties, and agreements, as set forth in the Existing Documents. Except as
expressly modified pursuant to this Factoring Modification Agreement, the terms
of the Existing Documents remain unchanged and in full force and effect. Buyer's
agreement to modifications to the existing Indebtedness pursuant to this
Factoring Modification Agreement in no way shall obligate Buyer to make any
future modifications to the Indebtedness. Nothing in this Factoring Modification
Agreement shall constitute a satisfaction of the Indebtedness. It is the
intention of Buyer and Seller to retain as liable parties all makers and
endorsers of Existing Documents, unless the party is expressly released by Buyer
in writing. No maker, endorser, or guarantor will be released by virtue of this
Factoring Modification Agreement. The terms of this paragraph apply not only to
this Factoring Modification Agreement, but also to any subsequent factoring
modification agreements.
This Factoring Modification Agreement is executed as of the date first written
above.
SELLER: BUYER:
Forecross Corporation SILICON VALLEY FINANCIAL SERVIES,
a division of Silicon Valley Bank
By:/s/ Xxxxxxxxxx X. Xxxxxxxx By: /s/ Xxx Xxxxxxx
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Name: Xxxxxxxxxx x. Xxxxxxxx Name: Xxx Xxxxxxx
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Title: Sr. Vice President & CFO Title: Vice President
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[Guarantor consents to the modifications to the Indebtedness pursuant to this
Factoring Modification Agreement, hereby ratifies the provisions of the Guaranty
and confirms that all provisions of that document are in full force and effect.]
GUARANTOR:
s/ Xxxxxxxxxx X. Xxxxxxxx Date: 1-15-98
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s/ Xxx X. Xxxxx
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