USE ONLY Received By definition

USE ONLY Received By. Date:________________ Reviewed By:____________________ Compliance Status: Yes / No

USE ONLY Received By. Date:________________ Reviewed By:____________________ Compliance Status: Yes / No ======================================= Mission Critical Software, Inc. By: _______________________ Authorized Signer EXHIBIT D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: MISSION CRITICAL SOFTWARE, INC. The undersigned authorized officer of Mission Critical Software, Inc. hereby certifies that in accordance with 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 of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such 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 ------------------ -------- -------- Monthly financial statements Monthly within 30 days Yes No Annual (CPA Audited) FYE within 120 days Yes No 10Q and 10K Within 5 days after filing with the SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Monthly Basis: Minimum Quick Ratio 1.25:1.0 _____:1.0 Yes No Minimum Tangible Net Worth $3,000,000.00 $________ Yes No Maximum Debt/Tangible Net Worth 1.50:1.0 _____:1.0 Yes No

USE ONLY Received By. Date:________________ Reviewed By:____________________ Compliance Status: Yes / No ======================================= COMMENTS REGARDING EXCEPTIONS: Sincerely, ________________________ Date: __________ SIGNATURE ________________________ TITLE DISBURSEMENT REQUEST AND AUTHORIZATION Borrower: Mission Critical Software, Inc. Bank: Silicon Valley Bank LOAN TYPE. This is a Variable Rate, Revolving Line of Credit of a principal amount up to $3,000,000.00. PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for business.

Examples of USE ONLY Received By in a sentence

• Maintain on a Monthly Basis: Minimum Quick Ratio 1.5:1.0 ______:1.0 Yes No Minimum Tangible Net Worth $4,500,000 $_________ Yes No COMMENTS REGARDING EXCEPTIONS: SEE ATTACHED BANK USE ONLY Received By: ---------------------- Date: ----------------------------- Verified: ------------------------- Date: ----------------------------- T/R SYSTEMS, INC.

• COMMENTS: __________________________________________ BANK USE ONLY Received By: __________________________ CONCORD COMMUNICATIONS, INC.

• OFFICE USE ONLY Received By Date Application Fee $ Date Receipt Number 19.110.230 Rezones/Amendments to the Official Zoning Map.The Planning Department, the Commission, or the Council may initiate amendments to the Official Zoning Map, or any member of the public may request an amendment to the Official Zoning Map by submitting a complete application on forms provided by the Planning Department.

• FOR OFFICE USE ONLY Received By: Date Received: International Baccalaureate Programmes All students in grades 9 and 10 are in the IB middle years program (MYP).

• Sincerely, Date: ------------------------ ---------------------------- SIGNATURE ------------------------ TITLE BANK USE ONLY Received By:____________________ Date:___________________________ Reviewed By:____________________ Compliance Status: Yes / No DISBURSEMENT REQUEST AND AUTHORIZATION TO: SILICON VALLEY BANK FROM: IMANAGE, INC.

More Definitions of USE ONLY Received By

USE ONLY Received By. ____________________ Date:________________ Reviewed By:____________________ Compliance Status: Yes / No Comments Regarding Exceptions: DISBURSEMENT REQUEST AND AUTHORIZATION Borrower: Silicon Gaming, Inc. Bank: Silicon Valley Bank LOAN TYPE. This is a Variable Rate, Revolving Line of Credit of a principal amount up to $10,000,000.00. PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for business. SPECIFIC PURPOSE. The specific purpose of this loan is: _______________.

USE ONLY Received By. Date:________________ Reviewed By:____________________ Compliance Status: Yes / No ================================ Comments Regarding Exceptions: Sincerely, _______________________ Date:_______________ SIGNATURE ------------------------ TITLE Exhibit B to Second Loan Modification Agreement ----------------------------------------------- Trademark: QUETZAL/SC Status: Pending Application Number: 821,537 Country: Australia Owner: Datawatch Corporation Filed: 28-Jan-2000 Classes: 9

USE ONLY Received By. Date: Verified by: Date: Compliance Status: Yes No

USE ONLY Received By. DATE:____________________ REVIEWED BY:________________________ COMPLIANCE STATUS: YES / NO ================================================ COMMENTS REGARDING EXCEPTIONS: ______________________ Date:__________________ SIGNATURE ______________________ TITLE FINANCING SRAREMENT - FOLLOW INSTRUCTIONS CAREFULLY THIS FINANCING STATEMENT IS PRESENTED FOR FILING PURSUANT TO THE UNIFORM COMMERCIAL CODE AND WILL REMAIN EFFECTIVE, WITH CERTAIN EXCEPTIONS, FOR 5 YEARS FROM DATE OF FILING. ------------------------------------------------------------------------------- A NAME & TEL # OF CONTACT AT FILER (OPTIONAL) B. FILING OFFICE ACCT # (OPTIONAL) Xxxxx Xxxxxxx 310-471-3000 CA SOS ------------------------------------------------------------------------------

USE ONLY Received By. AUTHORIZED SIGNER Date: ______________________________ Verified: ___________________________ AUTHORIZED SIGNER Date: _____________________________ Compliance Status: Yes No By: Name: Title:

USE ONLY Received By. Date:________________ Reviewed By:____________________ Compliance Status: Yes / No DISBURSEMENT REQUEST AND AUTHORIZATION TO: SILICON VALLEY BANK FROM: WORLDTALK COMMUNICATIONS CORPORATION ("Borrower")

USE ONLY Received By. Date: _______________________________ Reviewed by: ________________________ Compliance Status: Yes NO ------------------------------------- Sincerely, ---------------------------- Signature ---------------------------- TITLE ---------------------------- DATE