STARBASE CORP
EXHIBIT 10.14
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>6
<FILENAME>a82956exv10w14.txt
<DESCRIPTION>EXHIBIT 10.14
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.14

                        [SILICON VALLEY BANK LETTERHEAD]

                     ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

        This Accounts Receivable Purchase Agreement (the "Agreement") is made on
this 19TH day of APRIL, 2002, by and between Silicon Valley Bank ("Buyer")
having a place of business at the address specified above and STARBASE
CORPORATION, a DELAWARE corporation, ("Seller") having its principal place of
business and chief executive office at 4 Hutton Centre Drive, Suite 800, Santa
Ana, CA 92707 and with a FAX number of 714-445-4482.

1. DEFINITIONS. When used herein, the following terms shall have the following
meanings.

        "Account Balance" shall mean, on any given day, the gross amount of all
Purchased Receivables unpaid on that day.

        "Account Debtor" shall have the meaning set forth in the California
Uniform Commercial Code and shall include any person liable on any Purchased
Receivable, including without limitation, any guarantor of the Purchased
Receivable and any issuer of a letter of credit or banker's acceptance.

        "Adjustments" shall mean all discounts, allowances, returns, disputes,
counterclaims, offsets, defenses, rights of recoupment, rights of return,
warranty claims, or short payments, asserted by or on behalf of any Account
Debtor with respect to any Purchased Receivable.

        "Collateral Handling Fee" shall have the meaning as set forth in Section
3.3 hereof.

        "Advance" shall have the meaning set forth in Section 2.2 hereof.

        "Collateral" shall have the meaning set forth in Section 8 hereof.

        "Collections" shall mean all good funds received by Buyer from or on
behalf of an Account Debtor with respect to Purchased Receivables.

        "Compliance Certificate" shall mean a certificate, in a form provided by
Buyer to Seller, which contains the certification of the chief financial officer
of Seller that, among other things, the representations and warranties set forth
in this Agreement are true and correct as of the date such certificate is
delivered.

        "Event of Default" shall have the meaning set forth in Section 9 hereof.

        "Finance Charges" shall have the meaning set forth in Section 3.2
hereof.

        "Facility Fee" shall have the meaning set forth in Section 3.6 hereof.

        "Invoice Transmittal" shall mean a writing signed by an authorized
representative of Seller which accurately identifies the receivables which
Buyer, at its election, may purchase, and includes for each such receivable the
correct amount owed by the Account Debtor, the name and address of the Account
Debtor, the invoice number, the invoice date and the account code.

        "Minimum Finance Charge" is $15,000.00 per month.

        "Obligations" shall mean all advances, financial accommodations,
liabilities, obligations, covenants and duties owing, arising, due or payable by
Seller to Buyer of any kind or nature, present or future, arising under or in
connection with this Agreement or under any other document, instrument or
agreement, whether or not evidenced by any note, guarantee or other instrument,
whether arising on account or by overdraft, whether direct or indirect
(including those acquired by assignment) absolute or contingent, primary or
secondary, due or to become due, now owing or hereafter arising, and however
acquired; including, without limitation, all Advances, Finance Charges,
Collateral Handling Fees, interest, Repurchase Amounts, fees, expenses,
professional fees and attorneys' fees and any other sums chargeable to Seller
hereunder or otherwise.

        "Prime Rate" shall mean the Buyer's most recently announced "prime
rate," even if it is not Buyer's lowest rate.

        "Purchased Receivables" shall mean all those accounts, receivables,
chattel paper, instruments, contract rights, documents, general intangibles,
letters of credit, drafts, bankers acceptances, and rights to payment, and all
proceeds thereof (all of the foregoing being referred to as "receivables"),
arising out of the invoices and other agreements identified on or delivered with
any Invoice Transmittal delivered by Seller to Buyer which Buyer elects to
purchase and for which Buyer makes an Advance.

        "Refund" shall have the meaning set forth in Section 3.5 hereof.

        "Reserve" shall have the meaning set forth in Section 2.4 hereof.

        "Repurchase Amount" shall have the meaning set forth in Section 4.2
hereof.

        "Reconciliation Date" shall mean the last calendar day of each
Reconciliation Period.

        "Reconciliation Period" shall mean each calendar month of every year.

2. PURCHASE AND SALE OF RECEIVABLES.

     2.1. OFFER TO SELL RECEIVABLES. During the term hereof, and provided that
there does not then exist any Event of Default or any event that with notice,
lapse of time or otherwise would constitute an Event of Default, Seller may
request that Buyer purchase receivables and Buyer may, in its sole discretion,
elect to purchase receivables. Seller shall deliver to Buyer an Invoice
Transmittal with respect to any receivable for which a request for purchase is
made. An authorized representative of Seller shall sign each Invoice Transmittal
delivered to Buyer. Buyer shall be entitled to rely on all the information
provided by


                                                                     Page 1 of 7
<PAGE>

Seller to Buyer on or with the Invoice Transmittal and to rely on the signature
on any Invoice Transmittal as an authorized signature of Seller.

     2.2. ACCEPTANCE OF RECEIVABLES. Buyer shall have no obligation to purchase
any receivable listed on an Invoice Transmittal. Buyer may exercise its sole
discretion in approving the credit of each Account Debtor before buying any
receivable. Upon acceptance by Buyer of all or any of the receivables described
on any Invoice Transmittal, Buyer shall pay to Seller 80 (%) percent of the face
amount of each receivable Buyer desires to purchase, net of deferred revenue,
pre-billed maintenance or other types of pre-billed revenue, and offsets related
to each specific Account Debtor. Such payment shall be the "Advance" with
respect to such receivable. Buyer may, from time to time, in its sole
discretion, change the percentage of the Advance. Upon Buyer's acceptance of the
receivable and payment to Seller of the Advance, the receivable shall become a
"Purchased Receivable." It shall be a condition to each Advance that (i) all of
the representations and warranties set forth in Section 6 of this Agreement be
true and correct on and as of the date of the related Invoice Transmittal and on
and as of the date of such Advance as though made at and as of each such date,
and (ii) no Event of Default or any event or condition that with notice, lapse
of time or otherwise would constitute an Event of Default shall have occurred
and be continuing, or would result from such Advance. Notwithstanding the
foregoing, in no event shall the aggregate amount of all Purchased Receivables
outstanding at any time exceed FOUR MILLION DOLLARS ($4,000,000.00).

      2.3. EFFECTIVENESS OF SALE TO BUYER. Effective upon Buyer's payment of an
Advance, and for and in consideration therefor and in consideration of the
covenants of this Agreement, Seller hereby absolutely sells, transfers and
assigns to Buyer, all of Seller's right, title and interest in and to each
Purchased Receivable and all monies due or which may become due on or with
respect to such Purchased Receivable. Buyer shall be the absolute owner of each
Purchased Receivable. Buyer shall have, with respect to any goods related to the
Purchased Receivable, all the rights and remedies of an unpaid seller under the
California Uniform Commercial Code and other applicable law, including the
rights of replevin, claim and delivery, reclamation and stoppage in transit.

     2.4. ESTABLISHMENT OF A RESERVE. Upon the purchase by Buyer of each
Purchased Receivable, Buyer shall establish a reserve. The reserve shall be the
amount by which the face amount of the Purchased Receivable exceeds the Advance
on that Purchased Receivable (the "Reserve"); provided, the Reserve with respect
to all Purchased Receivables outstanding at any one time shall be an amount not
less than 20%(%) percent of the Account Balance at that time and may be set at a
higher percentage at Buyer's sole discretion. The reserve shall be a book
balance maintained on the records of Buyer and shall not be a segregated fund.

3. COLLECTIONS, CHARGES AND REMITTANCES.

     3.1. COLLECTIONS. In computing Finance Charges on the Obligations, all
checks and other items of payment received by Buyer (including proceeds of
Purchased Receivables and payment of Obligations in full) shall be deemed
applied by Buyer on account of the Obligations THREE BUSINESS DAYS after receipt
by Buyer of immediately available funds; provided, that if Seller is in default
under this Agreement, Buyer shall apply all Collections to Seller's Obligations
hereunder in such order and manner as Buyer may determine. If an item of
collection is not honored or Buyer does not receive good funds for any reason,
the amount shall be included in the Account Balance as if the Collections had
not been received and Finance Charges under Section 3.2 shall accrue thereon.

     3.2. FINANCE CHARGES. On each Reconciliation Date Seller shall pay to Buyer
a finance charge (the "Finance Charges"), which is the greater of (i) Minimum
Finance Charge; or (ii) an amount equal to 5.00(%) percentage pints above Prime
Rate per annum of the gross average daily Account Balance outstanding during the
applicable Reconciliation Period. Buyer shall deduct the accrued Finance Charges
from the Reserve as set forth in Section 3.5 below.

     3.3. COLLATERAL HANDLING FEE. On each Reconciliation Day, Seller will pay
to Buyer a collateral handling fee, equal to .50% per month of the average daily
Account Balance outstanding during the applicable Reconciliation Period. Buyer
shall deduct the Collateral Handling Fee from the Reserve as set forth in
Section 3.5 below.

     3.4. ACCOUNTING. Buyer shall prepare and send to Seller after the close of
business for each Reconciliation Period, an accounting of the transactions for
that Reconciliation Period, including the amount of all Purchased Receivables,
all Collections, Adjustments, Finance Charges, and the Collateral Handling Fee.
The accounting shall be deemed correct and conclusive unless Seller makes
written objection to Buyer within thirty (30) days after the Buyer mails the
accounting to Seller.

     3.5. REFUND TO SELLER. Provided that there does not then exist an Event of
Default or any event or condition that with notice, lapse of time or otherwise
would constitute an Event of Default, Buyer shall refund to Seller by check
after the Reconciliation Date, the amount, if any, which Buyer owes to Seller at
the end of the Reconciliation Period according to the accounting prepared by
Buyer for that Reconciliation Period (the "Refund"). The Refund shall be an
amount equal to:

        (A)(1)  The Reserve as of the beginning of that Reconciliation Period,
                PLUS

           (2)  the Reserve created for each Purchased Receivable purchased
                during that Reconciliation Period, MINUS

        (B) The total for that Reconciliation Period of:

           (1)  the Collateral Handling Fee;

           (2)  Finance Charges;


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           (3)  Adjustments;

           (4)  Repurchase Amounts, to the extent Buyer has agreed to accept
                payment thereof by deduction from the Refund;

           (5)  the Reserve for the Account Balance as of the first day of the
                following Reconciliation Period in the minimum percentage set
                forth in Section 2.4 hereof; and

           (6)  all amounts due, including professional fees and expenses, as
set forth in Section 12 for which oral or written demand has been made by Buyer
to Seller during that Reconciliation Period to the extent Buyer has agreed to
accept payment thereof by deduction from the Refund.

In the event the formula set forth in this Section 3.5 results in an amount due
to Buyer from Seller, Seller shall make such payment in the same manner as set
forth in Section 4.3 hereof for repurchases. If the formula set forth in this
Section 3.5 results in an amount due to Seller from Buyer, Buyer shall make such
payment by check, subject to Buyer's rights under Section 4.3 and Buyer's rights
of offset and recoupment.

     3.6. FACILITY FEE. A fully earned, non-refundable facility fee of
$10,000.00 ("Facility Fee") shall be due upon execution of this Agreement.

4. RECOURSE AND REPURCHASE OBLIGATIONS.

     4.1. RECOURSE. Buyer's acquisition of Purchased Receivables from Seller
shall be with full recourse against Seller. In the event the Obligations exceed
the amount of Purchased Receivables and Collateral, Seller shall be liable for
any deficiency.

     4.2. SELLER'S AGREEMENT TO REPURCHASE. Seller agrees to pay to Buyer on
demand, the full face amount, or any unpaid portion, of any Purchased
Receivable:

          (A) which remains unpaid ninety (90) calendar days after the invoice
          date; or

          (B) which is owed by any Account Debtor who has filed, or has had
          filed against it, any bankruptcy case, assignment for the benefit of
          creditors, receivership, or insolvency proceeding or who has become
          insolvent (as defined in the United States Bankruptcy Code) or who is
          generally not paying its debts as such debts become due; or

          (C) with respect to which there has been any breach of warranty or
          representation set forth in Section 6 hereof or any breach of any
          covenant contained in this Agreement; or

          (D) with respect to which the Account Debtor asserts any discount,
          allowance, return, dispute, counterclaim, offset, defense, right of
          recoupment, right of return, warranty claim, or short payment;

together with all reasonable attorneys' and professional fees and expenses and
all court costs incurred by Buyer in collecting such Purchased Receivable and/or
enforcing its rights under, or collecting amounts owed by Seller in connection
with, this Agreement (collectively, the "Repurchase Amount").

     4.3. SELLER'S PAYMENT OF THE REPURCHASE AMOUNT OR OTHER AMOUNTS DUE BUYER.
When any Repurchase Amount or other amount owing to Buyer becomes due, Buyer
shall inform Seller of the manner of payment which may be any one or more of the
following in Buyer's sole discretion: (a) in cash immediately upon demand
therefor; (b) by delivery of substitute invoices and an Invoice Transmittal
acceptable to Buyer which shall thereupon become Purchased Receivables; (c) by
adjustment to the Reserve pursuant to Section 3.5 hereof; (d) by deduction from
or offset against the Refund that would otherwise be due and payable to Seller;
(e) by deduction from or offset against the amount that otherwise would be
forwarded to Seller in respect of any further Advances that may be made by
Buyer; or (f) by any combination of the foregoing as Buyer may from time to time
choose.

     4.4. SELLER'S AGREEMENT TO REPURCHASE ALL PURCHASED RECEIVABLES. Upon and
after the occurrence of an Event of Default, Seller shall, upon Buyer's demand
(or, in the case of an Event of Default under Section 9(B), immediately without
notice or demand from Buyer) repurchase all the Purchased Receivables then
outstanding, or such portion thereof as Buyer may demand. Such demand may, at
Buyer's option, include and Seller shall pay to Buyer immediately upon demand,
cash in an amount equal to the Advance with respect to each Purchased Receivable
then outstanding together with all accrued Finance Charges, Adjustments,
Collateral Handling Fees, attorney's and professional fees, court costs and
expenses as provided for herein, and any other Obligations. Upon receipt of
payment in full of the Obligations, Buyer shall immediately instruct Account
Debtors to pay Seller directly, and return to Seller any Refund due to Seller.
For the purpose of calculating any Refund due under this Section only, the
Reconciliation Date shall be deemed to be the date Buyer receives payment in
good funds of all the Obligations as provided in this Section 4.4.

5. POWER OF ATTORNEY. Seller does hereby irrevocably appoint Buyer and its
successors and assigns as Seller's true and lawful attorney in fact, and hereby
authorizes Buyer, regardless of whether there has been an Event of Default, (a)
to sell, assign, transfer, pledge, compromise, or discharge the whole or any
part of the Purchased Receivables; (b) to demand, collect, receive, sue, and
give releases to any Account Debtor for the monies due or which may become due
upon or with respect to the Purchased Receivables and to compromise, prosecute,
or defend any action, claim, case or proceeding relating to the Purchased
Receivables, including the filing of a claim or the voting of such claims in any
bankruptcy case, all in Buyer's name or Seller's name, as Buyer may choose; (c)
to prepare, file and sign Seller's name on any notice, claim, assignment,
demand, draft, or notice of or satisfaction of lien or mechanics' lien or
similar document with respect to Purchased Receivables; (d) to notify all
Account Debtors with respect to the Purchased Receivables to pay Buyer directly;
(e) to receive, open, and dispose of all mail addressed to Seller for the
purpose of collecting the Purchased Receivables; (f) to endorse Seller's name on
any checks or other forms of payment on the Purchased Receivables; (g) to
execute on behalf of Seller any and all instruments,


                                                                     Page 3 of 7
<PAGE>

documents, financing statements and the like to perfect Buyer's interests in the
Purchased Receivables and Collateral; and (h) to do all acts and things
necessary or expedient, in furtherance of any such purposes. If Buyer receives a
check or item which is payment for both a Purchased Receivable and another
receivable, the funds shall first be applied to the Purchased Receivable and, so
long as there does not exist an Event of Default or an event that with notice,
lapse of time or otherwise would constitute an Event of Default, the excess
shall be remitted to Seller. Upon the occurrence and continuation of an Event of
Default, all of the power of attorney rights granted by Seller to Buyer
hereunder shall be applicable with respect to all Purchased Receivables and all
Collateral.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS.

     6.1. RECEIVABLES' WARRANTIES, REPRESENTATIONS AND COVENANTS. To induce
Buyer to buy receivables and to renders its services to Seller, and with full
knowledge that the truth and accuracy of the following are being relied upon by
the Buyer in determining whether to accept receivables as Purchased Receivables,
Seller represents, warrants, covenants and agrees, with respect to each Invoice
Transmittal delivered to Buyer and each receivable described therein, that:

          (A) Seller is the absolute owner of each receivable set forth in the
          Invoice Transmittal and has full legal right to sell, transfer and
          assign such receivables;

          (B) The correct amount of each receivable is as set forth in the
          Invoice Transmittal and is not in dispute;

          (C) The payment of each receivable is not contingent upon the
          fulfillment of any obligation or contract, past or future and any and
          all obligations required of the Seller have been fulfilled as of the
          date of the Invoice Transmittal;

          (D) Each receivable set forth on the Invoice Transmittal is based on
          an actual sale and delivery of goods and/or services actually
          rendered, is presently due and owing to Seller, is not past due or in
          default, has not been previously sold, assigned, transferred, or
          pledged, and is free of any and all liens, security interests and
          encumbrances other than liens, security interests or encumbrances in
          favor of Buyer or any other division or affiliate of Silicon Valley
          Bank;

          (E) There are no defenses, offsets, or counterclaims against any of
          the receivables, and no agreement has been made under which the
          Account Debtor may claim any deduction or discount, except as
          otherwise stated in the Invoice Transmittal;

          (F) Each Purchased Receivable shall be the property of the Buyer and
          shall be collected by Buyer, but if for any reason it should be paid
          to Seller, Seller shall promptly notify Buyer of such payment, shall
          hold any checks, drafts, or monies so received in trust for the
          benefit of Buyer, and shall promptly transfer and deliver the same to
          the Buyer;

          (G) Buyer shall have the right of endorsement, and also the right to
          require endorsement by Seller, on all payments received in connection
          with each Purchased Receivable and any proceeds of Collateral;

          (H) Seller, and to Seller's best knowledge, each Account Debtor set
          forth in the Invoice Transmittal, are and shall remain solvent as that
          term is defined in the United States Bankruptcy Code and the
          California Uniform Commercial Code, and no such Account Debtor has
          filed or had filed against it a voluntary or involuntary petition for
          relief under the United States Bankruptcy Code;

          (I) Each Account Debtor named on the Invoice Transmittal will not
          object to the payment for, or the quality or the quantity of the
          subject matter of, the receivable and is liable for the amount set
          forth on the Invoice Transmittal;

          (J) Seller will remit all payment's for accounts to Buyer by the close
          of business on each Friday along with a detailed cash receipts journal
          and shall immediately notify and direct all of the Seller's Account
          Debtor's to make all payment's for Seller's accounts to a lockbox
          account established with Buyer ("Lockbox") or to wire transfer
          payments to a cash collateral account that Buyer controls. It will be
          considered an immediate Event of Default if the Lockbox is not set-up
          and operational within 45 days from the date of this Agreement; and

          (K) All receivables forwarded to and accepted by Buyer after the date
          hereof, and thereby becoming Purchased Receivables, shall comply with
          each and every one of the foregoing representations, warranties,
          covenants and agreements referred to above in this Section 6.1.

     6.2. ADDITIONAL WARRANTIES, REPRESENTATIONS AND COVENANTS. In addition to
the foregoing warranties, representations and covenants, to induce Buyer to buy
receivables and to render its services to Seller, Seller hereby represents,
warrants, covenants and agrees that:

          (A) Seller will not assign, transfer, sell, or grant , or permit any
          lien or security interest in any Purchased Receivables or Collateral
          to or in favor of any other party, without Buyer's prior written
          consent;

          (B) The Seller's name, form of organization, chief executive office,
          and the place where the records concerning all Purchased Receivables
          and Collateral are kept is set forth at the beginning of this
          Agreement, Collateral is located only at the location set forth in the
          beginning of this Agreement, or, if located at any additional
          location, as set forth on a schedule attached to this Agreement, and
          Seller will give Buyer at least thirty (30) days prior written notice
          if such name, organization, chief executive office or other locations
          of Collateral or records concerning Purchased Receivables or
          Collateral is changed or added and shall execute any documents
          necessary to perfect Buyer's interest in the Purchased Receivables and
          the Collateral;

          (C) Seller shall (i) pay all of its normal gross payroll for
          employees, and all federal and state taxes, as and when due, including
          without limitation all payroll and withholding taxes and state sales
          taxes; (ii) deliver at any time and from time to time at Buyer's
          request, evidence satisfactory to Buyer that all such amounts have
          been paid to the proper taxing authorities; and (iii) if requested by
          Buyer, pay its payroll and related taxes through a bank or an
          independent payroll service acceptable to Buyer.

          (D) Seller has not, as of the time Seller delivers to Buyer an Invoice
          Transmittal, or as of the time Seller accepts any Advance from Buyer,
          filed a voluntary petition for relief under the United States
          Bankruptcy Code or had filed against it an involuntary petition for
          relief;


                                                                     Page 4 of 7
<PAGE>

          (E) If Seller owns, holds or has any interest in, any copyrights
          (whether registered, or unregistered), patents or trademarks, and
          licenses of any of the foregoing, such interest has been disclosed to
          Buyer and is specifically listed and identified on a schedule to this
          Agreement, and Seller shall immediately notify Buyer if Seller
          hereafter obtains any interest in any additional copyrights, patents,
          trademarks or licenses that are significant in value or are material
          to the conduct of its business;

          (F) Seller shall provide Buyer with: (i) a Compliance Certificate on a
          quarterly basis to be received by Buyer no later than 30 days
          following each calendar quarter or on a more frequent or other basis
          if and as requested by Buyer, (iii) balance sheet and income statement
          of Seller within 30 days after the end of each month;

          (G) Seller shall provide Buyer with, (i) as soon as available, but no
          later than 30 days following each Reconciliation Period, a deferred
          revenue report, an aged listing of accounts receivable and accounts
          payable, a company prepared balance sheet and income statement,
          prepared under GAAP, consistently applied, covering Seller's
          operations during the period; (ii) a prompt report of any legal
          actions pending or threatened against Seller that could result in
          damages or costs to Seller; (iii) budgets, sales projections,
          operating plans or other financial information Buyer reasonably
          requests; and (iv) prompt notice of any material change in the
          composition of the Intellectual Property, including any subsequent
          ownership right of Seller in or to any Copyright, Patent or Trademark
          not shown in any intellectual property security agreement between
          Seller and Buyer or knowledge of an event that materially adversely
          affects the value of the Intellectual Property;

          (H) On request by Buyer, Seller will promptly furnish any information
          Buyer may reasonably request to determine financial condition of
          Seller, including, but not limited to all of Seller's Obligations, and
          the condition of any of Seller's receivables which may include but are
          not limited to Purchased Receivables;

          (I) Seller will maintain its primary operating deposit accounts with
          Buyer; and

          (J) Effective April 30, 2002, Seller will maintain its aged payables
          over 90 days not to exceed 35% of its total accounts payable aging at
          anytime.

7. ADJUSTMENTS. In the event of a breach of any of the representations,
warranties, or covenants set forth in Section 6.1, or in the event any
Adjustment or dispute is asserted by any Account Debtor, Seller shall promptly
advise Buyer and shall, subject to the Buyer's approval, resolve such disputes
and advise Buyer of any adjustments. Unless the disputed Purchased Receivable is
repurchased by Seller and the full Repurchase Amount is paid, Buyer shall remain
the absolute owner of any Purchased Receivable which is subject to Adjustment or
repurchase under Section 4.2 hereof, and any rejected, returned, or recovered
personal property, with the right to take possession thereof at any time. If
such possession is not taken by Buyer, Seller is to resell it for Buyer's
account at Seller's expense with the proceeds made payable to Buyer. While
Seller retains possession of said returned goods, Seller shall segregate said
goods and mark them "property of Silicon Valley Bank."

8. SECURITY INTEREST. To secure the prompt payment and performance to Buyer of
all of the Obligations, Seller hereby grants to Buyer a continuing lien upon and
security interest in all of Seller's now existing or hereafter arising rights
and interest in the following, whether now owned or existing or hereafter
created, acquired, or arising, and wherever located (collectively, the
"Collateral"):

          (A) All accounts, receivables, contract rights, chattel paper,
          instruments, documents, letters of credit, bankers acceptances,
          drafts, checks, cash, securities, and general intangibles (including,
          without limitation, all claims, causes of action, deposit accounts,
          guaranties, rights in and claims under insurance policies (including
          rights to premium refunds), rights to tax refunds, copyrights,
          patents, trademarks, rights in and under license agreements, and all
          other intellectual property);

          (B) All inventory, including Seller's rights to any returned or
          rejected goods, with respect to which Buyer shall have all the rights
          of any unpaid seller, including the rights of replevin, claim and
          delivery, reclamation, and stoppage in transit;

          (C ) All monies, refunds and other amounts due Seller, including,
          without limitation, amounts due Seller under this Agreement (including
          Seller's right of offset and recoupment);

          (D) All equipment, machinery, furniture, furnishings, fixtures, tools,
          supplies and motor vehicles;

          (E) All farm products, crops, timber, minerals and the like (including
          oil and gas);

          (F) All accessions to, substitutions for, and replacements of, all of
          the foregoing;

          (G) All books and records pertaining to all of the foregoing; and

          (H) All proceeds of the foregoing, whether due to voluntary or
          involuntary disposition, including insurance proceeds.

          Seller is not authorized to sell, assign, transfer or otherwise convey
any Collateral without Buyer's prior written consent, except for the sale of
finished inventory in the Seller's usual course of business. Seller agrees to
sign UCC financing statements, in a form acceptable to Buyer, and any other
instruments and documents requested by Buyer to evidence, perfect, or protect
the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the
originals of all instruments, chattel paper and documents evidencing or related
to Purchased Receivables and Collateral.

9. DEFAULT. The occurrence of any one or more of the following shall constitute
an Event of Default hereunder.

          (A) Seller fails to pay any amount owed to Buyer as and when due;

          (B) There shall be commenced by or against Seller any voluntary or
          involuntary case under the United States Bankruptcy Code, or any
          assignment for the benefit of creditors, or appointment of a receiver
          or custodian for any of its assets;

          (C) Seller shall become insolvent in that its debts are greater than
          the fair value of its assets, or Seller is generally not paying its
          debts as they become due or is left with unreasonably small capital;

          (D) Any involuntary lien, garnishment, attachment or the like is
          issued against or attaches to the Purchased Receivables or any
          Collateral;


                                                                     Page 5 of 7
<PAGE>

          (E) Seller shall breach any covenant, agreement, warranty, or
          representation shall constitute an immediate default hereunder;

          (F) Seller is not in compliance with, or otherwise is in default
          under, any term of any document, instrument or agreement evidencing a
          debt, obligation or liability of any kind or character of Seller, now
          or hereafter existing, in favor of Buyer or any division or affiliate
          of Silicon Valley Bank, regardless of whether such debt, obligation or
          liability is direct or indirect, primary or secondary, joint, several
          or joint and several, or fixed or contingent, together with any and
          all renewals and extensions of such debts, obligations and
          liabilities, or any part thereof;

          (G) An event of default shall occur under any guaranty executed by any
          guarantor of the Obligations of Seller to Buyer under this Agreement,
          or any material provision of any such guaranty shall for any reason
          cease to be valid or enforceable or any such guaranty shall be
          repudiated or terminated, including by operation of law;

          (H) A default or event of default shall occur under any agreement
          between Seller and any creditor of Seller that has entered into a
          subordination agreement with Buyer;

          (I) Any creditor that has entered into a subordination agreement with
          Buyer shall breach any of the terms of or not comply with such
          subordination agreement; or

          (J) (i) There is a material adverse change in the business,
          operations, or condition (financial or otherwise) of the Seller, or
          (ii) there is a material impairment of the prospect of repayment of
          any portion of the Obligations or (iii) there is a material impairment
          of the value or priority of Buyer's security interests in the
          Collateral.

10. REMEDIES UPON DEFAULT. Upon the occurrence of an Event of Default, (1)
without implying any obligation to buy receivables, Buyer may cease buying
receivables or extending any financial accommodations to Seller; (2) all or a
portion of the Obligations shall be, at the option of and upon demand by Buyer,
or with respect to an Event of Default described in Section 9(B), automatically
and without notice or demand, due and payable in full; and (3) Buyer shall have
and may exercise all the rights and remedies under this Agreement and under
applicable law, including the rights and remedies of a secured party under the
California Uniform Commercial Code, all the power of attorney rights described
in Section 5 with respect to all Collateral, and the right to collect, dispose
of, sell, lease, use, and realize upon all Purchased Receivables and all
Collateral in any commercial reasonable manner. Seller and Buyer agree that any
notice of sale required to be given to Seller shall be deemed to be reasonable
if given five (5) days prior to the date on or after which the sale may be held.
In the event that the Obligations are accelerated hereunder, Seller shall
repurchase all of the Purchased Receivables as set forth in Section 4.4.

11. ACCRUAL OF INTEREST. If any amount owed by Seller hereunder is not paid when
due, including, without limitation, amounts due under Section 3.5, Repurchase
Amounts, amounts due under Section 12, and any other Obligations, such amounts
shall bear interest at a per annum rate equal to the per annum rate of the
Finance Charges until the earlier of (i) payment in good funds or (ii) entry of
a final judgment thereof, at which time the principal amount of any money
judgment remaining unsatisfied shall accrue interest at the highest rate allowed
by applicable law.

12. FEES, COSTS AND EXPENSES; INDEMNIFICATION. The Seller will pay to Buyer
immediately upon demand all fees, costs and expenses (including fees of
attorneys and professionals and their costs and expenses) that Buyer incurs or
may from time to time impose in connection with any of the following: (a)
preparing, negotiating, administering, and enforcing this Agreement or any other
agreement executed in connection herewith, including any amendments, waivers or
consents in connection with any of the foregoing, (b) any litigation or dispute
(whether instituted by Buyer, Seller or any other person) in any way relating to
the Purchased Receivables, the Collateral, this Agreement or any other agreement
executed in connection herewith or therewith, (c) enforcing any rights against
Seller or any guarantor, or any Account Debtor, (d) protecting or enforcing its
interest in the Purchased Receivables or the Collateral, (e) collecting the
Purchased Receivables and the Obligations, and (f) the representation of Buyer
in connection with any bankruptcy case or insolvency proceeding involving
Seller, any Purchased Receivable, the Collateral, any Account Debtor, or any
guarantor. Seller shall indemnify and hold Buyer harmless from and against any
and all claims, actions, damages, costs, expenses, and liabilities of any nature
whatsoever arising in connection with any of the foregoing.

13. SEVERABILITY, WAIVER, AND CHOICE OF LAW. In the event that any provision of
this Agreement is deemed invalid by reason of law, this Agreement will be
construed as not containing such provision and the remainder of the Agreement
shall remain in full force and effect. Buyer retains all of its rights, even if
it makes an Advance after an Event of Default. If Buyer waives an Event of
Default, it may enforce a later Event of Default. Any consent or waiver under,
or amendment of, this Agreement must be in writing. Nothing contained herein, or
any action taken or not taken by Buyer at any time, shall be construed at any
time to be indicative of any obligation or willingness on the part of Buyer to
amend this Agreement or to grant to Seller any waivers or consents. This
Agreement has been transmitted by Seller to Buyer at Buyer's office in the State
of California and has been executed and accepted by Buyer in the State of
California. This Agreement shall be governed by and interpreted in accordance
with the internal laws of the State of California.

14. NOTICES. All notices shall be given to Buyer and Seller at the addresses or
faxes set forth on the first page of this Agreement and shall be deemed to have
been delivered and received: (a) if mailed, three (3) calendar days after
deposited in the United States mail, first class, postage pre-paid, (b) one (1)
calendar day after deposit with an overnight mail or messenger service; or (c)
on the same date of confirmed transmission if sent by hand delivery, telecopy,
telefax or telex.

15. JURY TRIAL. SELLER AND BUYER EACH HEREBY (a) WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL ON ANY CLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, ANY RELATED AGREEMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY; (b) RECOGNIZE AND AGREE THAT THE


                                                                     Page 6 of 7
<PAGE>

FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS
AGREEMENT; AND (c) REPRESENT AND WARRANT THAT IT HAS REVIEWED THIS WAIVER, HAS
DETERMINED FOR ITSELF THE NECESSITY TO REVIEW THE SAME WITH ITS LEGAL COUNSEL,
AND KNOWINGLY AND VOLUNTARILY WAIVES ALL RIGHTS TO A JURY TRIAL.

16. TERM AND TERMINATION. The term of this Agreement shall be for one (1) year
from the date hereof, and from year to year thereafter unless terminated in
writing by Buyer or Seller. Seller and Buyer shall each have the right to
terminate this Agreement at any time. Notwithstanding the foregoing, any
termination of this Agreement shall not affect Buyer's security interest in the
Collateral and Buyer's ownership of the Purchased Receivables, and this
Agreement shall continue to be effective, and Buyer's rights and remedies
hereunder shall survive such termination, until all transactions entered into
and Obligations incurred hereunder or in connection herewith have been completed
and satisfied in full.

17. TITLES AND SECTION HEADINGS. The titles and section headings used herein are
for convenience only and shall not be used in interpreting this Agreement.

18. OTHER AGREEMENTS. The terms and provisions of this Agreement shall not
adversely affect the rights of Buyer or any other division or affiliate of
Silicon Valley Bank under any other document, instrument or agreement. The terms
of such other documents, instruments and agreements shall remain in full force
and effect notwithstanding the execution of this Agreement. In the event of a
conflict between any provision of this Agreement and any provision of any other
document, instrument or agreement between Seller on the one hand, and Buyer or
any other division or affiliate of Silicon Valley Bank on the other hand, Buyer
shall determine in its sole discretion which provision shall apply. Seller
acknowledges specifically that any security agreements, liens and/or security
interests currently securing payment of any obligations of Seller owing to Buyer
or any other division or affiliate of Silicon Valley Bank also secure Seller's
obligations under this Agreement, and are valid and subsisting and are not
adversely affected by execution of this Agreement. Seller further acknowledges
that (a) any collateral under other outstanding security agreements or other
documents between Seller and Buyer or any other division or affiliate of Silicon
Valley Bank secures the obligations of Seller under this Agreement and (b) a
default by Seller under this Agreement constitutes a default under other
outstanding agreements between Seller and Buyer or any other division or
affiliate of Silicon Valley Bank.

     IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement on the
day and year above written.

SELLER: STARBASE CORPORATION


By /s/ DOUGLAS S. NORMAN
   -------------------------------

Title  CFO
      ----------------------------


BUYER: SILICON VALLEY BANK


By /s/ MIKE FIELD
   -------------------------------

Title  SVP
      ----------------------------


                                                                     Page 7 of 7
<PAGE>

                                   EXHIBIT "A"

                  TO FINANCING STATEMENT AND SECURITY AGREEMENT

This FINANCING STATEMENT and SECURITY AGREEMENT covers the following types or
items of property (in addition to, and without limiting the types of property
set forth on page 1 hereof):

A)      All accounts, receivables, contract rights, chattel paper, instruments,
        documents, letters of credit, bankers acceptances, drafts, checks, cash,
        securities, deposit accounts, and general intangibles (including,
        without limitation, all claims, causes of action, guaranties, rights in
        and claims under insurance policies (including rights to premium
        refunds), rights to tax refunds, copyrights, patents, trademarks, rights
        in and under license agreements, and all other intellectual property);

B)      All inventory, including Seller's rights to any returned or rejected
        goods, with respect to which Buyer shall have all the rights of any
        unpaid seller, including the rights of replevin, claim and delivery,
        reclamation, and stoppage in transit;

C)      All monies, refunds and other amounts due Seller, including, without
        limitation, amounts due Seller under this Agreement (including Seller's
        right of offset and recoupment);

D)      All equipment, machinery, furniture, furnishings, fixtures, tools,
        supplies and motor vehicles;

E)      All farm products, crops, timber, minerals and the like (including oil
        and gas);

F)      All accessions to, substitutions for, and replacements of, all of the
        foregoing;

G)      All books and records pertaining to all of the foregoing; and

H)      All proceeds of the foregoing, whether due to voluntary or involuntary
        disposition, including insurance proceeds.



INITIALS      D.S.N.
         ---------------


</TEXT>
</DOCUMENT>
