MATRIXONE INC
BORROWER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>BORROWER AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.3

                                                                         ANNEX B

                    Export-Import Bank of the United States
                       Working Capital Guarantee Program

                               Borrower Agreement

     THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the
entity identified as Borrower on the signature page hereof ("Borrower") in favor
of the Export-Import Bank of the United States ("Ex-Im Bank") and the
institution identified as Lender on the signature page hereof ("Lender").

                                    RECITALS

     Borrower has requested that Lender establish a Loan Facility in favor of
Borrower for the purposes of providing Borrower with pre-export working capital
to finance the manufacture, production or purchase and subsequent export sale of
Items.

     It is a condition to the establishment of such Loan Facility that Ex-Im
Bank guarantee the payment of ninety percent (90%) of certain credit
accommodations subject to the terms and conditions of a Master Guarantee
Agreement, the Loan Authorization Agreement, and to the extent applicable, the
Delegated Authority Letter Agreement.

     Borrower is executing this Agreement for the benefit of Lender and Ex-Im
Bank in consideration for and as a condition to Lender's establishing the Loan
Facility and Ex-Im Bank's agreement to guarantee such Loan Facility pursuant to
the Master Guarantee Agreement.

     NOW, THEREFORE, Borrower hereby agrees as follows:

                                   ARTICLE I
                                  DEFINITIONS

1.01  Definition of Terms.  As used in this Agreement, including the Recitals to
this Agreement and the Loan Authorization Agreement, the following terms shall
have the following meanings:

     "Accounts Receivable" shall mean all of Borrower's now owned or hereafter
acquired (a) "accounts" (as such term is defined in the UCC), other receivables,
book debts and other forms of obligations, whether arising out of goods sold or
services rendered or from any other transaction; (b) rights in, to and under all
purchase orders or receipts for goods or services; (c) rights to any goods
represented or purported to be represented by any of the foregoing (including
unpaid sellers' rights of rescission, replevin, reclamation and stoppage in
transit and rights to returned, reclaimed or repossessed goods); (d) moneys due
or to become due to such Borrower under all purchase orders and contracts for
the sale of goods or the performance of services or both by
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Borrower (whether or not yet earned by performance on the part of Borrower),
including the proceeds of the foregoing; (e) any notes, drafts, letters of
credit, insurance proceeds or other instruments, documents and writings
evidencing or supporting the foregoing; and (f) all collateral security and
guarantees of any kind given by any other Person with respect to any of the
foregoing.

     "Advance Rate" shall mean the rate specified in Section 5(C) of the Loan
Authorization Agreement for each category of Collateral.

     "Business Day" shall mean any day on which the Federal Reserve Bank of New
York is open for business.

     "Buyer" shall mean a Person that has entered into one or more Export Orders
with Borrower.

     "Collateral" shall mean all property and interest in property in or upon
which Lender has been granted a Lien as security for the payment of all the Loan
Facility Obligations including the Collateral identified in Section 6 of the
Loan Authorization Agreement and all products and proceeds (cash and non-cash)
thereof.

     "Commercial Letters of Credit" shall mean those letters of credit subject
to the UCP payable in Dollars and issued or caused to be issued by Lender on
behalf of Borrower under a Loan Facility for the benefit of a supplier(s) of
Borrower in connection with Borrower's purchase of goods or services from the
supplier in support of the export of the Items.

     "Country Limitation Schedule" shall mean the schedule published from time
to time by Ex-Im Bank and provided to Borrower by Lender which sets forth on a
country by country basis whether and under what conditions Ex-Im Bank will
provide coverage for the financing of export transactions to countries listed
therein.

     "Credit Accommodation Amount" shall mean, the sum of (a) the aggregate
outstanding amount of Disbursements and (b) the aggregate outstanding face
amount of Letter of Credit Obligations.

     "Credit Accommodations" shall mean, collectively, Disbursements and Letter
of Credit Obligations.

     "Debarment Regulations" shall mean, collectively, (a) the Governmentwide
Debarment and Suspension (Nonprocurement) regulations (Common Rule), 53 Fed.
Reg. 19204 (May 26, 1988), (b) Subpart 9.4 (Debarment, Suspension, and
Ineligibility) of the Federal Acquisition Regulations, 48 C.F.R. 9.400-9.409 and
(c) the revised Governmentwide Debarment and Suspension (Nonprocurement)
regulations (Common Rule), 60 Fed. Reg. 33037 (June 26, 1995).

     "Delegated Authority Letter Agreement" shall mean the Delegated Authority
Letter Agreement, if any, between Ex-Im Bank and Lender.

                                       2
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     "Disbursement" shall mean, collectively, (a) an advance of a working
capital loan from Lender to Borrower under the Loan Facility, and (b) an advance
to fund a drawing under a Letter of Credit issued or caused to be issued by
Lender for the account of Borrower under the Loan Facility.

     "Dollars" or "$" shall mean the lawful currency of the United States.

     "Effective Date" shall mean the date on which (a) the Loan Documents are
executed by Lender and Borrower or the date, if later, on which agreements are
executed by Lender and Borrower adding the Loan Facility to an existing working
capital loan arrangement between Lender and Borrower and (b) all of the
conditions to the making of the initial Credit Accommodations under the Loan
Documents or any amendments thereto have been satisfied.

     "Eligible Export-Related Accounts Receivable" shall mean an Export-Related
Account Receivable which is acceptable to Lender and which is deemed to be
eligible pursuant to the Loan Documents, but in no event shall Eligible Export-
Related Accounts Receivable include any Account Receivable:

     (a) that does not arise from the sale of Items in the ordinary course of
Borrower's business;

     (b) that is not subject to a valid, perfected first priority Lien in favor
of Lender;

     (c) as to which any covenant, representation or warranty contained in the
Loan Documents with respect to such Account Receivable has been breached;

     (d) that is not owned by Borrower or is subject to any right, claim or
interest of another Person other than the Lien in favor of Lender;

     (e) with respect to which an invoice has not been sent;

     (f) that arises from the sale of defense articles or defense services;

     (g) that is due and payable from a Buyer located in a country with which
Ex-Im Bank is prohibited from doing business as designated in the Country
Limitation Schedule;

     (h) that does not comply with the requirements of the Country Limitation
Schedule;

     (i) that is due and payable more than one hundred eighty (180) days from
the date of the invoice;

     (j) that is not paid within sixty (60) calendar days from its original due
date, unless it is insured through Ex-Im Bank export credit insurance for
comprehensive commercial and political risk, or through Ex-Im Bank approved
private insurers for comparable coverage, in which case it is not paid within
ninety (90) calendar days from its due date;

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     (k) that arises from a sale of goods to or performance of services for an
employee of Borrower, a stockholder of Borrower, a subsidiary of Borrower, a
Person with a controlling interest in Borrower or a Person which shares common
controlling ownership with Borrower;

     (l) that is backed by a letter of credit unless the Items covered by the
subject letter of credit have been shipped;

     (m) that Lender or Ex-Im Bank, in its reasonable judgment, deems
uncollectible for any reason;

     (n) that is due and payable in a currency other than Dollars, except as may
be approved in writing by Ex-Im Bank;

     (o) that is due and payable from a military Buyer, except as may be
approved in writing by Ex-Im Bank;

     (p) that does not comply with the terms of sale set forth in Section 7 of
the Loan Authorization Agreement;

     (q) that is due and payable from a Buyer who (i) applies for, suffers, or
consents to the appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator of itself or of all or a substantial part of
its property or calls a meeting of its creditors, (ii) admits in writing its
inability, or is generally unable, to pay its debts as they become due or ceases
operations of its present business, (iii) makes a general assignment for the
benefit of creditors, (iv) commences a voluntary case under any state or federal
bankruptcy laws (as now or hereafter in effect), (v) is adjudicated as bankrupt
or insolvent, (vi) files a petition seeking to take advantage of any other law
providing for the relief of debtors, (vii) acquiesces to, or fails to have
dismissed, any petition which is filed against it in any involuntary case under
such bankruptcy laws, or (viii) takes any action for the purpose of effecting
any of the foregoing;

     (r) that arises from a bill-and-hold, guaranteed sale, sale-and-return,
sale on approval, consignment or any other repurchase or return basis or is
evidenced by chattel paper;

     (s) for which the Items giving rise to such Account Receivable have not
been shipped and delivered to and accepted by the Buyer or the services giving
rise to such Account Receivable have not been performed by Borrower and accepted
by the Buyer or the Account Receivable otherwise does not represent a final
sale;

     (t) that is subject to any offset, deduction, defense, dispute, or
counterclaim or the Buyer is also a creditor or supplier of Borrower or the
Account Receivable is contingent in any respect or for any reason;

     (u) for which Borrower has made any agreement with the Buyer for any
deduction therefrom, except for discounts or allowances made in the ordinary
course of business for prompt payment, all of which discounts or allowances are
reflected in the calculation of the face value of each respective invoice
related thereto; or

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     (v) for which any of the Items giving rise to such Account Receivable have
been returned, rejected or repossessed.

     "Eligible Export-Related Inventory" shall mean Export-Related Inventory
which is acceptable to Lender and which is deemed to be eligible pursuant to the
Loan Documents, but in no event shall Eligible Export-Related Inventory include
any Inventory:

     (a) that is not subject to a valid, perfected first priority Lien in favor
of Lender;

     (b) that is located at an address that has not been disclosed to Lender in
writing;

     (c) that is placed by Borrower on consignment or held by Borrower on
consignment from another Person;

     (d) that is in the possession of a processor or bailee, or located on
premises leased or subleased to Borrower, or on premises subject to a mortgage
in favor of a Person other than Lender, unless such processor or bailee or
mortgagee or the lessor or sublessor of such premises, as the case may be, has
executed and delivered all documentation which Lender shall require to evidence
the subordination or other limitation or extinguishment of such Person's rights
with respect to such Inventory and Lender's right to gain access thereto;

     (e) that is produced in violation of the Fair Labor Standards Act or
subject to the "hot goods" provisions contained in 29 US.C.(S)215 or any
successor statute or section;

     (f) as to which any covenant, representation or warranty with respect to
such Inventory contained in the Loan Documents has been breached;

     (g) that is not located in the United States;

     (h) that is demonstration Inventory;

     (i) that consists of proprietary software (i.e. software designed solely
for Borrower's internal use and not intended for resale);

     (j) that is damaged, obsolete, returned, defective, recalled or unfit for
further processing;

     (k) that has been previously exported from the United States;

     (l) that constitutes defense articles or defense services;

     (m) that is to be incorporated into Items destined for shipment to a
country as to which Ex-Im Bank is prohibited from doing business as designated
in the Country Limitation Schedule;

     (n) that is to be incorporated into Items destined for shipment to a Buyer
located in a country in which Ex-Im Bank coverage is not available for
commercial reasons as designated in the Country Limitation Schedule, unless and
only to the extent that such Items are to be sold to such country on terms of a
letter of credit confirmed by a bank acceptable to Ex-Im Bank; or

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     (o) that is to be incorporated into Items whose sale would result in an
Account Receivable which would not be an Eligible Export-Related Account
Receivable.

     "Eligible Person" shall mean a sole proprietorship, partnership, limited
liability partnership, corporation or limited liability company which (a) is
domiciled, organized, or formed, as the case may be, in the United States; (b)
is in good standing in the state of its formation or otherwise authorized to
conduct business in the United States; (c) is not currently suspended or
debarred from doing business with the United States government or any
instrumentality, division, agency or department thereof; (d) exports or plans to
export Items; (e) operates and has operated as a going concern for at least one
(1) year; (f) has a positive tangible net worth determined in accordance with
GAAP; and (g) has revenue generating operations relating to its core business
activities for at least one year.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974 and
the rules and regulations promulgated thereunder.

     "Export Order" shall mean a written export order or contract for the
purchase by the Buyer from Borrower of any of the Items.

     "Export-Related Accounts Receivable" shall mean those Accounts Receivable
arising from the sale of Items which are due and payable to Borrower in the
United States.

     "Export-Related Accounts Receivable Value" shall mean, at the date of
determination thereof, the aggregate face amount of Eligible Export-Related
Accounts Receivable less taxes, discounts, credits, allowances and Retainages,
except to the extent otherwise permitted by Ex-Im Bank in writing.

     "Export-Related Borrowing Base" shall mean, at the date of determination
thereof, the sum of (a) the Export-Related Inventory Value multiplied by the
Advance Rate applicable to Export-Related Inventory set forth in Section 5(C)(1)
of the Loan Authorization Agreement, (b) the Export-Related Accounts Receivable
Value multiplied by the Advance Rate applicable to Export-Related Accounts
Receivable set forth in Section 5(C)(2) of the Loan Authorization Agreement, (c)
if permitted by Ex-Im Bank in writing, the Retainage Value multiplied by the
Retainage Advance Rate set forth in Section 5(C)(3) of the Loan Authorization
Agreement and (d) the Other Assets Value multiplied by the Advance Rate
applicable to Other Assets set forth in Section 5(C)(4) of the Loan
Authorization Agreement.

     "Export-Related Borrowing Base Certificate" shall mean a certificate in the
form provided or approved by Lender, executed by Borrower and delivered to
Lender pursuant to the Loan Documents detailing the Export-Related Borrowing
Base supporting the Credit Accommodations which reflects, to the extent included
in the Export-Related Borrowing Base, Export-Related Accounts Receivable,
Eligible Export-Related Accounts Receivable, Export-Related Inventory and
Eligible Export-Related Inventory balances that have been reconciled with
Borrower's general ledger, Accounts Receivable aging report and Inventory
schedule.

     "Export-Related General Intangibles" shall mean those General Intangibles
necessary or desirable to or for the disposition of Export-Related Inventory.

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     "Export-Related Inventory" shall mean the Inventory of Borrower located in
the United States that has been purchased, manufactured or otherwise acquired by
Borrower for resale pursuant to Export Orders.

     "Export-Related Inventory Value" shall mean, at the date of determination
thereof, the lower of cost or market value of Eligible Export-Related Inventory
of Borrower as determined in accordance with GAAP.

     "Final Disbursement Date" shall mean, unless subject to an extension of
such date agreed to by Ex-Im Bank, the last date on which Lender may make a
Disbursement set forth in Section 10 of the Loan Authorization Agreement or, if
such date is not a Business Day, the next succeeding Business Day; provided,
however, to the extent that Lender has not received cash collateral or an
indemnity with respect to Letter of Credit Obligations outstanding on the Final
Disbursement Date, the Final Disbursement Date with respect to an advance to
fund a drawing under a Letter of Credit shall be no later than thirty (30)
Business Days after the expiry date of the Letter of Credit related thereto.

     "GAAP" shall mean the generally accepted accounting principles issued by
the American Institute of Certified Public Accountants as in effect from time to
time.

     "General Intangibles" shall mean all intellectual property and other
"general intangibles" (as such term is defined in the UCC) necessary or
desirable to or for the disposition of Inventory.

     "Guarantor" shall mean each Person, if any, identified in Section 3 of the
Loan Authorization Agreement who shall guarantee (jointly and severally if more
than one) the payment and performance of all or a portion of the Loan Facility
Obligations.

     "Guaranty Agreement" shall mean a valid and enforceable agreement of
guaranty executed by each Guarantor in favor of Lender.

     "Inventory" shall mean all "inventory" (as such term is defined in the
UCC), now or hereafter owned or acquired by Borrower, wherever located,
including all inventory, merchandise, goods and other personal property which
are held by or on behalf of Borrower for sale or lease or are furnished or are
to be furnished under a contract of service or which constitute raw materials,
work in process or materials used or consumed or to be used or consumed in
Borrower's business or in the processing, production, packaging, promotion,
delivery or shipping of the same, including other supplies.

     "ISP" shall mean the International Standby Practices-ISP98, International
Chamber of Commerce Publication No. 590 and any amendments and revisions
thereof.

     "Issuing Bank" shall mean the bank that issues a Letter of Credit, which
bank is Lender itself or a bank that Lender has caused to issue a Letter of
Credit by way of guarantee.

     "Items" shall mean the finished goods or services which are intended for
export from the United States, as specified in Section 4(A) of the Loan
Authorization Agreement.

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     "Letter of Credit" shall mean a Commercial Letter of Credit or a Standby
Letter of Credit.

     "Letter of Credit Obligations" shall mean all outstanding obligations
incurred by Lender, whether direct or indirect, contingent or otherwise, due or
not due, in connection with the issuance or guarantee by Lender or the Issuing
Bank of Letters of Credit.

     "Lien" shall mean any mortgage, security deed or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, lien, charge, claim, security
interest, security title, easement or encumbrance, or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including any lease or title retention agreement, any financing
lease having substantially the same economic effect as any of the foregoing, and
the filing of, or agreement to give, any financing statement perfecting a
security interest under the UCC or comparable law of any jurisdiction) by which
property is encumbered or otherwise charged.

     "Loan Agreement" shall mean a valid and enforceable agreement between
Lender and Borrower setting forth the terms and conditions of the Loan Facility.

     "Loan Authorization Agreement" shall mean the Loan Authorization Agreement
entered into between Lender and Ex-Im Bank or the Loan Authorization Notice
setting forth certain terms and conditions of the Loan Facility, a copy of which
is attached hereto as Annex A.

     "Loan Authorization Notice" shall mean the Loan Authorization Notice
executed by Lender and delivered to Ex-Im Bank in accordance with the Delegated
Authority Letter Agreement setting forth the terms and conditions of each Loan
Facility.

     "Loan Documents" shall mean the Loan Authorization Agreement, the Loan
Agreement, this Agreement, each promissory note (if applicable), each Guaranty
Agreement, and all other instruments, agreements and documents now or hereafter
executed by Borrower or any Guarantor evidencing, securing, guaranteeing or
otherwise relating to the Loan Facility or any Credit Accommodations made
thereunder.

     "Loan Facility" shall mean the Revolving Loan Facility, the Transaction
Specific Loan Facility or the Transaction Specific Revolving Loan Facility
established by Lender in favor of Borrower under the Loan Documents.

     "Loan Facility Obligations" shall mean all loans, advances, debts,
expenses, fees, liabilities, and obligations for the performance of covenants,
tasks or duties or for payment of monetary amounts (whether or not such
performance is then required or contingent, or amounts are liquidated or
determinable) owing by Borrower to Lender, of any kind or nature, present or
future, arising in connection with the Loan Facility.

     "Loan Facility Term" shall mean the number of months from the Effective
Date to the Final Disbursement Date as originally set forth in the Loan
Authorization Agreement.

     "Master Guarantee Agreement" shall mean the Master Guarantee Agreement
between Ex-Im Bank and Lender, as amended, modified, supplemented and restated
from time to time.

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<PAGE>

     "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, assets, operations, prospects or financial or other condition of
Borrower or any Guarantor, (b) Borrower's ability to pay or perform the Loan
Facility Obligations in accordance with the terms thereof, (c) the Collateral or
Lender's Liens on the Collateral or the priority of such Lien or (d) Lender's
rights and remedies under the Loan Documents.

     "Maximum Amount" shall mean the maximum principal balance of Credit
Accommodations that may be outstanding at any time under the Loan Facility
specified in Section 5(A) of the Loan Authorization Agreement.

     "Other Assets" shall mean the Collateral, if any, described in Section
5(C)(4) of the Loan Authorization Agreement.

     "Other Assets Value" shall mean, at the date of determination thereof, the
value of the Other Assets as determined in accordance with GAAP.

     "Permitted Liens" shall mean (a) Liens for taxes, assessments or other
governmental charges or levies not delinquent, or, being contested in good faith
and by appropriate proceedings and with respect to which proper reserves have
been taken by Borrower; provided, that, the Lien shall have no effect on the
priority of the Liens in favor of Lender or the value of the assets in which
Lender has such a Lien and a stay of enforcement of any such Lien shall be in
effect; (b) deposits or pledges securing obligations under worker's
compensation, unemployment insurance, social security or public liability laws
or similar legislation; (c) deposits or pledges securing bids, tenders,
contracts (other than contracts for the payment of money), leases, statutory
obligations, surety and appeal bonds and other obligations of like nature
arising in the ordinary course of Borrower's business; (d) judgment Liens that
have been stayed or bonded; (e) mechanics', workers', materialmen's or other
like Liens arising in the ordinary course of Borrower's business with respect to
obligations which are not due; (f) Liens placed upon fixed assets hereafter
acquired to secure a portion of the purchase price thereof, provided, that, any
such Lien shall not encumber any other property of Borrower; (g) security
interests being terminated concurrently with the execution of the Loan
Documents; (h) Liens in favor of Lender securing the Loan Facility Obligations;
and (i) Liens disclosed in Section 6(D) of the Loan Authorization Agreement.

     "Person" shall mean any individual, sole proprietorship, partnership,
limited liability partnership, joint venture, trust, unincorporated
organization, association, corporation, limited liability company, institution,
public benefit corporation, entity or government (whether national, federal,
provincial, state, county, city, municipal or otherwise, including any
instrumentality, division, agency, body or department thereof), and shall
include such Person's successors and assigns.

     "Principals" shall mean any officer, director, owner, partner, key
employee, or other Person with primary management or supervisory
responsibilities with respect to Borrower or any other Person (whether or not an
employee) who has critical influence on or substantive control over the
transactions covered by this Agreement.

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     "Retainage" shall mean that portion of the purchase price of an Export
Order that a Buyer is not obligated to pay until the end of a specified period
of time following the satisfactory performance under such Export Order.

     "Retainage Accounts Receivable" shall mean those portions of Eligible
Export-Related Accounts Receivable arising out of a Retainage.

     "Retainage Advance Rate" shall mean the percentage rate specified in
Section 5(C)(3) of the Loan Authorization Agreement as the Advance Rate for the
Retainage Accounts Receivable of Borrower.

     "Retainage Value" shall mean, at the date of determination thereof, the
aggregate face amount of Retainage Accounts Receivable, less taxes, discounts,
credits and allowances, except to the extent otherwise permitted by Ex-Im Bank
in writing.

     "Revolving Loan Facility" shall mean the credit facility or portion thereof
established by Lender in favor of  Borrower for the purpose of providing pre-
export working capital in the form of loans and/or Letters of Credit to finance
the manufacture, production or purchase and subsequent export sale of Items
pursuant to Loan Documents under which Credit Accommodations may be made and
repaid on a continuous basis based solely on the Export-Related Borrowing Base
during the term of such credit facility.

     "Special Conditions" shall mean those conditions, if any, set forth in
Section 13 of the Loan Authorization Agreement.

     "Specific Export Orders" shall mean those Export Orders specified in
Section 5(D) of the Loan Authorization Agreement.

     "Standby Letter of Credit" shall mean those letters of credit subject to
the ISP or UCP issued or caused to be issued by Lender for Borrower's account
that can be drawn upon by a Buyer only if Borrower fails to perform all of its
obligations with respect to an Export Order.

     "Transaction Specific Loan Facility" shall mean a credit facility or a
portion thereof established by Lender in favor of Borrower for the purpose of
providing pre-export working capital in the form of loans and/or Letters of
Credit to finance the manufacture, production or purchase and subsequent export
sale of Items pursuant to Loan Documents under which Credit Accommodations are
made based solely on the Export-Related Borrowing Base relating to Specific
Export Orders and once such Credit Accommodations are repaid they may not be
reborrowed.

     "Transaction Specific Revolving Loan Facility" shall mean a Revolving
Credit Facility established to provide financing of Specific Export Orders.

     "UCC" shall mean the Uniform Commercial Code as the same may be in effect
from time to time in the jurisdiction in which Borrower or Collateral is
located.

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<PAGE>

     "UCP" shall mean the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500 and any
amendments and revisions thereof.

     "U.S." or "United States" shall mean the United States of America and its
territorial possessions.

     "U.S. Content" shall mean with respect to any Item all the labor, materials
and services which are of U.S. origin or manufacture, and which are incorporated
into an Item in the United States.

     "Warranty" shall mean Borrower's guarantee to Buyer that the Items will
function as intended during the warranty period set forth in the applicable
Export Order.

     "Warranty Letter of Credit" shall mean a Standby Letter of Credit which is
issued or caused to be issued by Lender to support the obligations of Borrower
with respect to a Warranty or a Standby Letter of Credit which by its terms
becomes a Warranty Letter of Credit.

1.02  Rules of Construction.  For purposes of this Agreement, the following
additional rules of construction shall apply, unless specifically indicated to
the contrary: (a) wherever from the context it appears appropriate, each term
stated in either the singular or plural shall include the singular and the
plural, and pronouns stated in the masculine, feminine or neuter gender shall
include the masculine, the feminine and the neuter; (b) the term "or" is not
exclusive; (c) the term "including" (or any form thereof) shall not be limiting
or exclusive; (d) all references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations; (e)
the words "this Agreement", "herein", "hereof", "hereunder" or other words of
similar import refer to this Agreement as a whole including the schedules,
exhibits, and annexes hereto as the same may be amended, modified or
supplemented; (f) all references in this Agreement to sections, schedules,
exhibits, and annexes shall refer to the corresponding sections, schedules,
exhibits, and annexes of or to this Agreement; and (g) all references to any
instruments or agreements, including references to any of the Loan Documents, or
the Delegated Authority Letter Agreement shall include any and all
modifications, amendments and supplements thereto and any and all extensions or
renewals thereof to the extent permitted under this Agreement.

1.03  Incorporation of Recitals.  The Recitals to this Agreement are
incorporated into and shall constitute a part of this Agreement.

                                  ARTICLE II
                            OBLIGATIONS OF BORROWER

     Until payment in full of all Loan Facility Obligations and termination of
the Loan Documents, Borrower agrees as follows:

2.01  Use of Credit Accommodations.  (a) Borrower shall use Credit
Accommodations only for the purpose of enabling Borrower to finance the cost of
manufacturing, producing, purchasing or selling the Items.  Borrower may not use
any of the Credit Accommodations for the purpose of:

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(i) servicing or repaying any of Borrower's pre-existing or future indebtedness
unrelated to the Loan Facility (unless approved by Ex-Im Bank in writing); (ii)
acquiring fixed assets or capital goods for use in Borrower's business; (iii)
acquiring, equipping or renting commercial space outside of the United States;
(iv) paying the salaries of non U.S. citizens or non-U.S. permanent residents
who are located in offices outside of the United States; or (v) in connection
with a Retainage or Warranty (unless approved by Ex-Im Bank in writing).

      (b)  In addition, no Credit Accommodation may be used to finance the
manufacture, purchase or sale of any of the following:

      (i) Items to be sold or resold to a Buyer located in a country as to which
Ex-Im Bank is prohibited from doing business as designated in the Country
Limitation Schedule;

      (ii) that part of the cost of the Items which is not U.S. Content unless
such part is not greater than fifty percent (50%) of the cost of the Items and
is incorporated into the Items in the United States;

      (iii)  defense articles or defense services; or

      (iv) without Ex-Im Bank's prior written consent, any Items to be used in
the construction, alteration, operation or maintenance of nuclear power,
enrichment, reprocessing, research or heavy water production facilities.

2.02  Loan Documents and Loan Authorization Agreement.  (a)  Each Loan Document
and this Agreement have been duly executed and delivered on behalf of Borrower,
and each such Loan Document and this Agreement are and will continue to be a
legal and valid obligation of Borrower, enforceable against it in accordance
with its terms.

      (b) Borrower shall comply with all of the terms and conditions of the Loan
Documents, this Agreement and the Loan Authorization Agreement.

2.03  Export-Related Borrowing Base Certificates and Export Orders.  In order to
receive Credit Accommodations under the Loan Facility, Borrower shall have
delivered to Lender an Export-Related Borrowing Base Certificate as frequently
as required by Lender but at least within the past thirty (30) calendar days and
a copy of the Export Order(s) (or, for Revolving Loan Facilities, if permitted
by Lender, a written summary of the Export Orders) against which Borrower is
requesting Credit Accommodations.  If Lender permits summaries of Export Orders,
Borrower shall also deliver promptly to Lender copies of any Export Orders
requested by Lender.  In addition, so long as there are any Credit
Accommodations outstanding under the Loan Facility, Borrower shall deliver to
Lender at least once each month no later than the twentieth (20th) day of such
month or more frequently as required by the Loan Documents, an Export-Related
Borrowing Base Certificate.

2.04  Exclusions from the Export-Related Borrowing Base.  In determining the
Export-Related Borrowing Base, Borrower shall exclude therefrom Inventory which
is not Eligible Export-Related Inventory and Accounts Receivable which are not
Eligible Export-Related Accounts Receivable.  Borrower shall promptly, but in
any event within five (5) Business Days, notify

                                       12
<PAGE>

Lender (a) if any then existing Export-Related Inventory no longer constitutes
Eligible Export-Related Inventory or (b) of any event or circumstance which to
Borrower's knowledge would cause Lender to consider any then existing Export-
Related Accounts Receivable as no longer constituting an Eligible Export-Related
Accounts Receivable.

2.05  Financial Statements.  Borrower shall deliver to Lender the financial
statements required to be delivered by Borrower in accordance with Section 11 of
the Loan Authorization Agreement.

2.06  Schedules, Reports and Other Statements.  Borrower shall submit to Lender
in writing each month (a) an Inventory schedule for the preceding month and (b)
an Accounts Receivable aging report for the preceding month detailing the terms
of the amounts due from each Buyer.  Borrower shall also furnish to Lender
promptly upon request such information, reports, contracts, invoices and other
data concerning the Collateral as Lender may from time to time specify.

2.07  Additional Security or Payment.  (a)  Borrower shall at all times ensure
that the Export-Related Borrowing Base equals or exceeds the Credit
Accommodation Amount.  If informed by Lender or if Borrower otherwise has actual
knowledge that the Export-Related Borrowing Base is at any time less than the
Credit Accommodation Amount, Borrower shall, within five (5) Business Days,
either (i) furnish additional Collateral to Lender, in form and amount
satisfactory to Lender and Ex-Im Bank or (ii) pay to Lender an amount equal to
the difference between the Credit Accommodation Amount and the Export-Related
Borrowing Base.

   (b) For purposes of this Agreement, in determining the Export-Related
Borrowing Base there shall be deducted from the Export-Related Borrowing Base
(i) an amount equal to twenty-five percent (25%) of the outstanding face amount
of Commercial Letters of Credit and Standby Letters of Credit and (ii) one
hundred percent (100%) of the face amount of Warranty Letters of Credit less the
amount of cash collateral held by Lender to secure Warranty Letters of Credit.

   (c) Unless otherwise approved in writing by Ex-Im Bank, for Revolving Loan
Facilities (other than Transaction Specific Revolving Loan Facilities), Borrower
shall at all times ensure that the outstanding principal balance of the Credit
Accommodations that is supported by Export-Related Inventory does not exceed
sixty percent (60%) of the sum of the total outstanding principal balance of the
Disbursements and the undrawn face amount of all outstanding Commercial Letters
of Credit.  If informed by Lender or if Borrower otherwise has actual knowledge
that the outstanding principal balance of the Credit Accommodations that is
supported by Inventory exceeds sixty percent (60%) of the sum of the total
outstanding principal balance of the Disbursements and the undrawn face amount
of all outstanding Commercial Letters of Credit, Borrower shall, within five (5)
Business Days, either (i) furnish additional non-Inventory Collateral to Lender,
in form and amount satisfactory to Lender and Ex-Im Bank, or (ii) pay down the
applicable portion of the Credit Accommodations so that the above described
ratio is not exceeded.

2.08  Continued Security Interest.  Borrower shall not change (a) its name or
identity in any manner, (b) the location of its principal place of business, (c)
the location of any of the Collateral or (d) the location of any of the books or
records related to the Collateral, in each instance

                                       13
<PAGE>

without giving thirty (30) days prior written notice thereof to Lender and
taking all actions deemed necessary or appropriate by Lender to continuously
protect and perfect Lender's Liens upon the Collateral.

2.09  Inspection of Collateral.  Borrower shall permit the representatives of
Lender and Ex-Im Bank to make at any time during normal business hours
inspections of the Collateral and of Borrower's facilities, activities, and
books and records, and shall cause its officers and employees to give full
cooperation and assistance in connection therewith.

2.10  General Intangibles.  Borrower represents and warrants that it owns, or is
licensed to use, all General Intangibles necessary to conduct its business as
currently conducted except where the failure of Borrower to own or license such
General Intangibles could not reasonably be expected to have a Material Adverse
Effect.

2.11  Notice of Certain Events.  Borrower shall promptly, but in any event
within five (5) Business Days, notify Lender in writing of the occurrence of any
of the following:

     (a)  Borrower or any Guarantor (i) applies for, consents to or suffers the
appointment of, or the taking of possession by, a receiver, custodian, trustee,
liquidator or similar fiduciary of itself or of all or a substantial part of its
property or calls a meeting of its creditors, (ii) admits in writing its
inability, or is generally unable, to pay its debts as they become due or ceases
operations of its present business, (iii) makes a general assignment for the
benefit of creditors, (iv) commences a voluntary case under any state or federal
bankruptcy laws (as now or hereafter in effect), (v) is adjudicated as bankrupt
or insolvent, (vi) files a petition seeking to take advantage of any other law
providing for the relief of debtors, (vii) acquiesces to, or fails to have
dismissed within thirty (30) days, any petition filed against it in any
involuntary case under such bankruptcy laws, or (vii) takes any action for the
purpose of effecting any of the foregoing;

     (b)  any Lien in any of the Collateral, granted or intended by the Loan
Documents to be granted to Lender, ceases to be a valid, enforceable, perfected,
first priority Lien (or a lesser priority if expressly permitted pursuant to
Section 6 of the Loan Authorization Agreement) subject only to Permitted Liens;

     (c) the issuance of any levy, assessment, attachment, seizure or Lien,
other than a Permitted Lien, against any of the Collateral which is not stayed
or lifted within thirty (30) calendar days;

     (d) any proceeding is commenced by or against Borrower or any Guarantor for
the liquidation of its assets or dissolution;

     (e) any litigation is filed against Borrower or any Guarantor which has had
or could reasonably be expected to have a Material Adverse Effect and such
litigation is not withdrawn or dismissed within thirty (30) calendar days of the
filing thereof;

     (f) any default or event of default under the Loan Documents;

     (g) any failure to comply with any terms of the Loan Authorization
Agreement;

                                       14
<PAGE>

     (h)  any material provision of any Loan Document or this Agreement for any
reason ceases to be valid, binding and enforceable in accordance with its terms;
     (i)  any event which has had or could reasonably be expected to have a
Material Adverse Effect; or
     (j)  the Credit Accommodation Amount exceeds the applicable Export-Related
Borrowing Base.

2.12  Insurance. Borrower will at all times carry property, liability and other
insurance, with insurers acceptable to Lender, in such form and amounts, and
with such deductibles and other provisions, as Lender shall require, and
Borrower will provide evidence of such insurance to Lender, so that Lender is
satisfied that such insurance is, at all times, in full force and effect.  Each
property insurance policy shall name Lender as loss payee and shall contain a
lender's loss payable endorsement in form acceptable to Lender and each
liability insurance policy shall name Lender as an additional insured.  All
policies of insurance shall provide that they may not be cancelled or changed
without at least ten (10) days' prior written notice to Lender and shall
otherwise be in form and substance satisfactory to Lender.  Borrower will
promptly deliver to Lender copies of all reports made to insurance companies.

2.13  Taxes. Borrower has timely filed all tax returns and reports required by
applicable law, has timely paid all applicable taxes, assessments, deposits and
contributions owing by Borrower and will timely pay all such items in the future
as they became due and payable.  Borrower may, however, defer payment of any
contested taxes; provided, that Borrower (a) in good faith contests Borrower's
obligation to pay such taxes by appropriate proceedings promptly and diligently
instituted and conducted; (b) notifies Lender in writing of the commencement of,
and any material development in, the proceedings; (c) posts bonds or takes any
other steps required to keep the contested taxes from becoming a Lien upon any
of the Collateral; and (d) maintains adequate reserves therefor in conformity
with GAAP.

2.14  Compliance with Laws. Borrower represents and warrants that it has
complied in all material respects with all provisions of all applicable laws and
regulations, including those relating to Borrower's ownership of real or
personal property, the conduct and licensing of Borrower's business, the payment
and withholding of taxes, ERISA and other employee matters, safety and
environmental matters.

2.15  Negative Covenants.  Without the prior written consent of Ex-Im Bank and
Lender, Borrower shall not (a) merge, consolidate or otherwise combine with any
other Person; (b) acquire all or substantially all of the assets or capital
stock of any other Person; (c) sell, lease, transfer, convey, assign or
otherwise dispose of any of its assets, except for the sale of Inventory in the
ordinary course of business and the disposition of obsolete equipment in the
ordinary course of business; (d) create any Lien on the Collateral except for
Permitted Liens; (e) make any material changes in its organizational structure
or identity; or (f) enter into any agreement to do any of the foregoing.

2.16  Reborrowings and Repayment Terms.  (a)  If the Loan Facility is a
Revolving Loan Facility, provided that Borrower is not in default under any of
the Loan Documents, Borrower

                                       15
<PAGE>

may borrow, repay and reborrow amounts under the Loan Facility until the close
of business on the Final Disbursement Date. Unless the Revolving Loan Facility
is renewed or extended by Lender with the consent of Ex-Im Bank, Borrower shall
pay in full the outstanding Loan Facility Obligations and all accrued and unpaid
interest thereon no later than the first Business Day after the Final
Disbursement Date.

     (b)  If the Loan Facility is a Transaction Specific Loan Facility, Borrower
shall, within two (2) Business Days of the receipt thereof, pay to Lender (for
application against the outstanding Loan Facility Obligations and accrued and
unpaid interest thereon) all checks, drafts, cash and other remittances it may
receive in payment or on account of the Export-Related Accounts Receivable or
any other Collateral, in precisely the form received (except for the endorsement
of Borrower where necessary). Pending such deposit, Borrower shall hold such
amounts in trust for Lender separate and apart and shall not commingle any such
items of payment with any of its other funds or property.

2.17  Cross Default.  Borrower shall be deemed in default under the Loan
Facility if Borrower fails to pay when due any amount payable to Lender under
any loan or other credit accommodations to Borrower whether or not guaranteed by
Ex-Im Bank.

2.18  Munitions List.  If any of the Items are articles, services, or related
technical data that are listed on the United States Munitions List (part 121 of
title 22 of the Code of Federal Regulations), Borrower shall send a written
notice promptly, but in any event within five (5) Business Days, of Borrower
learning thereof to Lender describing the Items(s) and the corresponding invoice
amount.

2.19  Suspension and Debarment, etc.  On the date of this Agreement neither
Borrower nor its Principals are (a) debarred, suspended, proposed for debarment
with a final determination still pending, declared ineligible or voluntarily
excluded (as such terms are defined under any of the Debarment Regulations
referred to below) from participating in procurement or nonprocurement
transactions with any United States federal government department or agency
pursuant to any of the Debarment Regulations or (b) indicted, convicted or had a
civil judgment rendered against Borrower or any of its Principals for any of the
offenses listed in any of the Debarment Regulations.  Unless authorized by Ex-Im
Bank, Borrower will not knowingly enter into any transactions in connection with
the Items with any person who is debarred, suspended, declared ineligible or
voluntarily excluded from participation in procurement or nonprocurement
transactions with any United States federal government department or agency
pursuant to any of the Debarment Regulations.  Borrower will provide immediate
written notice to Lender if at any time it learns that the certification set
forth in this Section 2.19 was erroneous when made or has become erroneous by
reason of changed circumstances.

                                  ARTICLE III
                              RIGHTS AND REMEDIES

3.01  Indemnification.  Upon Ex-Im Bank's payment of a Claim to Lender in
connection with the Loan Facility pursuant to the Master Guarantee Agreement,
Ex-Im Bank may assume all rights and remedies of Lender under the Loan Documents
and may enforce any such rights or remedies against Borrower, the Collateral and
any Guarantors.  Borrower shall hold Ex-Im Bank

                                       16
<PAGE>

and Lender harmless from and indemnify them against any and all liabilities,
damages, claims, costs and losses incurred or suffered by either of them
resulting from (a) any materially incorrect certification or statement knowingly
made by Borrower or its agent to Ex-Im Bank or Lender in connection with the
Loan Facility, this Agreement, the Loan Authorization Agreement or any other
Loan Documents or (b) any material breach by Borrower of the terms and
conditions of this Agreement, the Loan Authorization Agreement or any of the
other Loan Documents. Borrower also acknowledges that any statement,
certification or representation made by Borrower in connection with the Loan
Facility is subject to the penalties provided in Article 18 U.S.C. Section 1001.

3.02  Liens.  Borrower agrees that any and all Liens granted by it to Lender are
also hereby granted to Ex-Im Bank to secure Borrower's obligation, however
arising, to reimburse Ex-Im Bank for any payments made by Ex-Im Bank pursuant to
the Master Guarantee Agreement.  Lender is authorized to apply the proceeds of,
and recoveries from, any property subject to such Liens to the satisfaction of
Loan Facility Obligations in accordance with the terms of any agreement between
Lender and Ex-Im Bank.

                                  ARTICLE IV
                                 MISCELLANEOUS

4.01  Governing Law.  This Agreement and the Loan Authorization Agreement and
the obligations arising under this Agreement and the Loan Authorization
Agreement shall be governed by, and construed in accordance with, the law of the
state governing the Loan Documents.

4.02  Notification.  All notices required by this Agreement shall be given in
the manner and to the parties provided for in the Loan Agreement.

4.03  Partial Invalidity.  If at any time any of the provisions of this
Agreement becomes illegal, invalid or unenforceable in any respect under the law
of any jurisdiction, neither the legality, the validity nor the enforceability
of the remaining provisions hereof shall in any way be affected or impaired.

4.04  Waiver of Jury Trial. BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY ACTION, SUIT, PROCEEDING OR OTHER LITIGATION BROUGHT TO RESOLVE
ANY DISPUTE ARISING UNDER, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
THE LOAN AUTHORIZATION AGREEMENT, ANY LOAN DOCUMENT, OR ANY OTHER AGREEMENT,
DOCUMENT OR INSTRUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), OR ACTIONS OR OMMISSIONS OF LENDER, EX-IM BANK, OR ANY OTHER PERSON,
RELATING TO THIS AGREEMENT, THE LOAN AUTHORIZATION AGREEMENT OR ANY OTHER LOAN
DOCUMENT.

                                       17
<PAGE>

     IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly executed
as of the 1/st/ day of February, 2001.

        MatrixOne, Inc.
---------------------------------
      (Name of Borrower)

By: /s/ Maurice L. Castonguay
   ------------------------------
          (Signature)

Name: Maurice L. Castonguay
     ----------------------------
         (Print or Type)

Title: Chief Financial Officer
      ---------------------------
         (Print or Type)

ACKNOWLEDGED:
      Silicon Valley Bank
---------------------------------
        (Name of Lender)

By: /s/ Jonathan L. Gray
   ------------------------------
           (Signature)

Name: Jonathan L. Gray
     ----------------------------
         (Print or Type)

Title:          SVP
      ---------------------------
         (Print or Type)

                                       18
</TEXT>
</DOCUMENT>
