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Exhibit 10.17

INFINITY FINANCIAL TECHNOLOGY, INC

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of January __, 1994 among Infinity Financial
Technology, Inc., a California corporation (the "Company"), and the entities
listed on the Schedule of Purchasers attached hereto as Exhibit A (the
"Purchasers").

SECTION I
AUTHORIZATION AND SALE OF PREFERRED STOCK

1.1. AUTHORIZATION. The Company will authorize the sale and
issuance of up to 1,041,667 shares (the "Shares") of its Series C Preferred
Stock (the "Preferred"), having the rights, preferences, privileges and
restrictions as set forth in the Certificate of Amendment of Articles of
Incorporation (the "Certificate of Amendment") in the form attached to this
Agreement as Exhibit B.

1.2. SALE OF PREFERRED. Subject to the terms and conditions hereof,
at the Closing (as defined below) the Company will severally issue and sell to
each of such Purchasers, and the Purchasers will severally buy from the Company,
the total number of shares of Preferred specified opposite such Purchaser's name
on the Schedule of Purchasers, at the aggregate purchase price set forth on the
Schedule of Purchasers. The Company's agreements with each of the Purchasers are
separate agreements, and the sales of the Preferred to each of the Purchasers
are separate sales.

SECTION II
CLOSING DATE; DELIVERY

2.1. CLOSING DATE. The closing of the purchase and sale of the
Preferred hereunder shall be held at the offices of Morrison & Foerster, 755
Page Mill Road, Palo Alto, CA at __:00 a.m., local time, on January __, 1994
(the "Closing") or at such other time and place upon which the Company and the
Purchasers acquiring in the aggregate more than a majority of the Shares being
sold pursuant hereto shall agree (the date of the Closing is hereinafter
referred to as the "Closing Date").

2.2. DELIVERY. At the Closing, the Company shall deliver to each
Purchaser a certificate or certificates, registered in such Purchaser's name set
forth on the Schedule of Purchasers, representing the number of Shares
designated on the Schedule of Purchasers to be purchased by such Purchaser,
against payment of the purchase price therefor, by check payable to the Company
or wire transfer per the Company's instructions.

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SECTION III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth on Exhibit C attached hereto, the Company
represents and warrants to the Purchasers as follows:

3.1. ORGANIZATION AND STANDING; CERTIFICATE OF AMENDMENT AND
BY-LAWS. The Company is a corporation duly organized and existing under, and
by virtue of, the laws of the State of California and is in good standing under
such laws. The Company has requisite corporate power and authority to own and
operate its properties and assets, and to carry on its business as currently
conducted and as proposed to be conducted. The Company is duly qualified to
transact business and is in good standing in each jurisdiction in which the
failure to so qualify would have a material adverse effect on its business or
properties. The Company has furnished the Purchaser's special counsel with
copies of its Certificate of Amendment and By-Laws, as amended. Said copies are
true, correct and complete and contain all amendments through the Closing Date.

3.2. CORPORATE POWER. The Company has all requisite legal and
corporate power and authority to execute and deliver this Agreement, the
Investor Rights Agreement in substantially the form attached hereto as Exhibit D
(the "Rights Agreement"), and the Shareholder Agreement in substantially the
form attached hereto as Exhibit E (the "Shareholder Agreement"), to sell and
issue the Shares hereunder, to issue the Common Stock issuable upon conversion
of the Shares, and to carry out and perform all of its obligations under the
terms of this Agreement and such other agreements and instruments.

3.3. SUBSIDIARIES. The Company has no subsidiaries or affiliated
companies and does not otherwise control, directly or indirectly, or have any
ownership interest in any corporation, partnership, business trust, association
or business entity.

3.4. CAPITALIZATION. The authorized capital stock of the Company
consists, or will, upon the filing of the Certificate of Amendment, consist, of
25,000,000 shares of Common Stock, $0.001 par value per share, of which
4,753,239 shares will be issued and outstanding immediately prior to the
Closing, and 5,000,000 shares of Preferred Stock, $0.001 par value per share, of
which 500,000 shares have been designated "Series A Preferred," all of which
shares will be issued and outstanding immediately prior to the Closing, of which
700,000 shares have been designated "Series B Preferred," all of which shares
shall be issued and outstanding immediately prior to the Closing, and of which
1,041,667 shares have been designated "Series C Preferred," none of which will
be issued and outstanding prior to the Closing. All outstanding shares have been
duly authorized and validly issued, are fully paid and nonassessable, were
issued in compliance with all federal and state securities laws, and were not
issued in violation of any preemptive rights. The Company has reserved 2,241,667
shares of Common Stock for issuance upon conversion of the authorized Series A
Preferred, Series B Preferred and Preferred and 2,546,761 shares of its Common
Stock for issuance to employees, consultants, or directors under stock plans or
arrangements approved by the Board of Directors. The Preferred shall have the
rights, preferences, privileges and restrictions set forth in the Certificate of
Amendment. Except

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as set forth above, there are no other authorized or outstanding subscription,
warrant, option or other rights or commitments (including, without limitation,
preemptive rights or rights of first refusal) to purchase or acquire from the
Company any shares of any class of capital stock of the Company or securities
convertible into or exchangeable for such capital stock.

3.5. AUTHORIZATION. All corporate action on the part of the
Company, its directors and shareholders necessary for the authorization,
execution, delivery and performance of this Agreement, the Rights Agreement and
the Shareholder Agreement by the Company, the authorization, sale, issuance and
delivery of the Shares and the Common Stock issuable upon conversion of the
Shares and the performance of all of the Company's obligations hereunder and
thereunder has been taken or will be taken prior to the Closing. Each of this
Agreement, the Rights Agreement and the Shareholder Agreement, when each is
executed and delivered by the Company, shall constitute a valid and binding
obligation of the Company, enforceable in accordance with its terms, except that
the indemnification provisions of Section 5.7 of the Rights Agreement may be
limited by principles of public policy, and subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies. The Shares, when issued in compliance with the provisions of
this Agreement, will be validly issued, fully paid and nonassessable, and will
have the rights, preferences, privileges and restrictions described in the
Certificate of Amendment. The Common Stock issuable upon conversion of the
Shares has been duly and validly reserved and, when issued in compliance with
the provisions of this Agreement and the Certificate of Amendment will be
validly issued, fully paid and nonassessable. The issuance and delivery of the
Shares and such Common Stock issuable upon conversion thereof, as applicable, is
not subject to any preemptive or other similar rights or any liens or
encumbrances; provided, however, that the Shares, and such Common Stock issuable
upon conversion thereof, as applicable, may be subject to restrictions on
transfer under state and/or federal securities laws as set forth herein and in
the Rights Agreement.

3.6. FINANCIAL STATEMENTS. The Company has furnished to each
Purchaser its unaudited balance sheet at November 30, 1993 and the related
statements of operations, shareholders' equity and cash flows for the
eleven-month period ended November 30, 1993 (the "Financial Statements"). The
Financial Statements have been prepared in accordance with generally accepted
accounting principles (except for the omission of footnotes) and fairly present
the financial position of the Company as of the dates thereof and the results of
its operations and cash flows for the period then ended. Except for liabilities
and obligations that are accrued or reserved against in the Financial
Statements, the Company has no material liabilities or obligations, absolute or
contingent (individually or in the aggregate), except liabilities and
obligations which (i) have been incurred in the ordinary course of business
subsequent to November 30, 1993 or (ii) arise under contracts and commitments
incurred in the ordinary course of business and not required under generally
accepted accounting principles to be reflected in the Financial Statements.

3.7. BUSINESS CONDITION. Since November 30, 1993, the Company has
not:
(a) incurred any absolute or contingent material
obligation by way of guaranty, endorsement, indemnity or warranty;

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(b) suffered any damage, destruction or loss, whether or
not covered by insurance, to any of its material assets;

(d) made any loan to its employees, officers or
directors, other than travel advances made in the ordinary course of business;

(e) entered into any contract or other arrangement
relating to compensation of the Company's employees, officers or directors;

(f) declared or paid any dividend or other distribution
of the assets of the Company;

(g) redeemed, repurchased, canceled, granted or issued or
effected any other change to any of the capital stock of the Company or options
to purchase the same; or

(h) entered into any agreement obligating the Company to
make payments exceeding $50,000 in any fiscal year.

3.8. TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. The Company has
good and marketable title to its material properties and assets, and has good
title to all its material leasehold interests, in each case subject to no
mortgage, pledge, lien, lease, encumbrance or charge of any kind, other than the
lien of current taxes not yet due and payable. All leases pursuant to which the
Company leases real or personal property material to its business are valid and
effective in accordance with their respective terms, and there exists no
material default on the part of the Company thereunder.

3.9. COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The
Company is not in breach or violation of any term of its Certificate of
Amendment or By-Laws, of any term or provision of any mortgage, deed of trust,
indebtedness, indenture, contract, agreement, instrument, judgment or decree, or
any order, statute, rule or regulation, in each case where such breach or
violation would have a material adverse effect on the Company. No event or
failure of performance has occurred that, with the passage of time or the giving
of notice, would constitute such a breach or violation by the Company. The
execution, delivery and performance of and compliance with this Agreement, the
Rights Agreement and the Shareholder Agreement and the issuance, sale and
delivery of the Shares and the Common Stock issuable upon conversion of the
Shares do not conflict with, and will not result in a breach or violation of the
terms, conditions or provisions of, or constitute a default (or an event that,
with the giving of notice or passage of time, or both, could result in a
default) under, or result in the creation or imposition of any lien pursuant to
the terms of, the Company's Certificate of Amendment or By-Laws, or any statute,
law, rule or regulation, any state or federal order, judgment or decree, or any
indenture, mortgage, deed of trust, lease or other agreement or instrument to
which the Company, or any of its properties, is subject, in each case where such
conflict, breach, violation, default or lien would have a material adverse
effect on the Company.

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3.10. LITIGATION, ETC. There is no action, proceeding or
investigation pending or threatened (nor to the Company's knowledge is there a
reasonable basis therefor) against the Company or any of its properties or
assets or that questions the validity of this Agreement, the Rights Agreement or
the Shareholder Agreement, or any action taken or to be taken in connection
herewith. The foregoing includes, without limitation, actions pending or
threatened involving the prior employment of any of the Company's employees,
their use in connection with the Company's business of any information or
techniques allegedly proprietary to any of their former employers, or their
obligations under any agreements with prior employers. The Company is not a
party or subject to the provisions of any order, writ, injunction, judgment or
decree of any court or government agency or instrumentality. No action, suit or
proceeding has been instituted or is threatened by the Company.

3.11. REGISTRATION RIGHTS. Except as set forth in the Rights
Agreement, the Company is not under any contractual obligation to register (as
defined in Section 1 of the Rights Agreement) any of its currently outstanding
securities or any of its securities which hereafter may be issued.

3.12. CERTAIN TRANSACTIONS. Neither the Company nor, to the
Company's knowledge, any of its officers has any interest (other than as holders
of less than 1% of the voting securities of a publicly-traded company), either
directly or indirectly, in any entity that currently (i) provides any services
or designs, produces or sells any products or product lines that are the same,
similar to or competitive with any activity or business in which the Company is
engaged or proposes to engage; (ii) is a supplier, customer, or creditor of the
Company; or (iii) has any direct or indirect interest in any asset or property,
real or personal, tangible or intangible, of the Company or any property, real
or personal, tangible or intangible, that is necessary for the Company's
business as currently conducted or proposed to be conducted. No employee,
shareholder, officer or director of the Company, or their spouses or children,
is indebted to the Company, nor is the Company indebted to any of them.

3.13. INTANGIBLE PROPERTY. To the best of the Company's knowledge
(but without having conducted any special investigation or patent search), the
Company owns and possesses or is licensed under all patents, patent
applications, licenses, trademarks, service marks, trade names, inventions,
processes and copyrights necessary for the operation of its business as
currently conducted or proposed to be conducted. The Company has not received
any communication alleging that the Company has infringed or is infringing any
third party's patent, moral right, trademark, trade secret, trade name or
copyright. To the Company's knowledge, none of the Company's officers or
employees has improperly used or is making improper use of any confidential
information or trade secrets of others, including those of any former employer
of such officer or employee. The Company is not aware of any violation by a
third party of any of its trademarks, trade names, service marks, copyrights,
trade secrets or other proprietary rights.

3.14. EMPLOYEES. The Company does not have any collective bargaining
agreements with any of its employees, and no labor union organizing activity is
pending or threatened with respect to the Company. All key employees have signed
an Employee Proprietary Information Agreement in substantially the form attached
hereto as Exhibit F. To the Company's knowledge, no employee is obligated under
any agreement or judgment that would conflict with such

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employee's obligation to use his or her best efforts to promote the interests of
the Company or that would conflict with the Company's business as currently
conducted or proposed to be conducted. To the Company's knowledge, no employee
is in violation of any term of any employment agreement, proprietary information
agreement, non-competition agreement or any other agreement relating to such
employee's relationship with any previous employer. To the Company's knowledge,
neither the execution nor delivery of this Agreement, the Rights Agreement or
the Shareholder Agreement nor the carrying on of the Company's business by the
employees of the Company, nor the conduct of the Company's business as proposed,
will conflict with or result in a breach of the terms, conditions or provisions
of, or constitute a default under, any contract, covenant or instrument under
which any of such employees is now obligated. The Company does not believe it is
or will be necessary to utilize any inventions of any of its employees (or
people it currently intends to hire) made prior to their employment by the
Company. The Company is not a party to or bound by any currently effective
employment contract, deferred compensation agreement, bonus plan, incentive
plan, profit sharing plan, retirement agreement, or other employee compensation
agreement.

3.15. INSURANCE. The Company has fire, casualty and liability
insurance policies sufficient in amount to allow it to replace any of its
material tangible properties that might be damaged or destroyed and adequate to
protect the Company and its financial condition against the risks involved in
the business of the Company.

3.16. SECURITIES LAWS; GOVERNMENTAL CONSENT. Based in part on the
accuracy of the Purchasers' representations and warranties set forth in Section
4, the offer, sale and issuance of the Shares as provided in this Agreement are
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 (the "Securities Act"). Except for the filing of (a) the
Certificate of Amendment with the Secretary of State of the State of California,
and (b) notices required or permitted to be filed after the Closing Date with
certain United States federal and state securities commissions, which notices
the Company will file on a timely basis, no consent, approval or authorization
of, or designation, declaration or filing with, any governmental authority on
the part of the Company is required in connection with the valid execution,
delivery and performance of this Agreement, the Rights Agreement or the
Shareholder Agreement, the offer, sale or issuance of the Shares (and the
issuance of the Common Stock issuable upon conversion of the Shares) or the
consummation of any other transaction contemplated hereby or by the Rights
Agreement or Shareholder Agreement.

3.17. CONTRACTS AND OTHER COMMITMENTS. The Company is not a party
to any:

(a) agreement for the purchase of fixed assets that
involves an expenditure by the Company in excess of $50,000 or for the purchase
of materials, supplies or equipment in excess of that amount;

(b) indenture, loan or credit agreement, note agreement,
deed of trust, mortgage, security agreement, promissory note or other agreement
or instrument relating to or evidencing indebtedness for borrowed money in
excess of $50,000 or subjecting any material asset or property of the Company to
any lien or evidencing any indebtedness;

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(c) guaranty of any indebtedness in excess of $50,000;

(d) lease or agreement under which the Company is lessee
of or holds or operates any property, real or personal, owned by any other
person under which payments to such person exceed $50,000 per year;

(e) lease or agreement under which the Company is lessor
or permits any person to hold or operate any property, real or personal, owned
or controlled by the Company under which payments to the Company exceed $50,000
per year;

(f) exclusive license agreement, either as licensor or
licensee, that is material to the Company's business; or

(g) agreement or other commitment or arrangement with any
person, outside of the ordinary course of business of the Company, continuing
for a period of more than three months from the Closing Date which involves an
expenditure or receipt by the Company in excess of $50,000.

3.18. DISCLOSURE. The Company has fully provided the Purchasers
with all the information that the Purchasers have requested for deciding whether
to purchase the Shares. This Agreement with the Exhibits hereto, when taken as
a whole, do not contain any untrue statement of a material fact on the part of
the Company or omit to state a material fact necessary in order to make the
statements contained herein on the part of the Company not misleading.

SECTION IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser hereby severally represents and warrants to the Company with
respect to the purchase of the Shares as follows:

4.1. INVESTMENT EXPERIENCE. It is aware of the Company's business
affairs and financial condition and has acquired sufficient information about
the Company to reach an informed and knowledgeable decision to acquire the
Shares and the underlying Common Stock.

4.2. INVESTMENT INTENT. It is acquiring the Shares and the
underlying Common Stock for investment only for its own account, and not with
the view to, or for resale in connection with, any distribution thereof. It
understands that the Shares to be purchased and the underlying Common Stock have
not been, and will not be, registered under the Securities Act by reason of a
specific exemption from the registration provisions of the Securities Act, the
availability of which depends upon, among other things, the bona fide nature of
the investment intent of such Purchaser as expressed herein.

4.3. RULE 144. It acknowledges that the Shares and the underlying
Common Stock must be held indefinitely unless subsequently registered under the
Securities Act or unless an exemption from such registration is available. It is
aware of the provisions of Rule 144 promulgated under the Securities Act which
permits limited resale of shares purchased in a private

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placement subject to the satisfaction of certain conditions, including, among
other things, the existence of a public market for the shares, the availability
of certain current public information about the Company, the resale occurring
not less than two years after the security was last held by the Company or an
affiliate of the Company, the sale being effected through a "broker's
transaction" or in transactions directly with a "market maker" and the number of
shares being sold during any three-month period not exceeding specified
limitations.

4.4. NO PUBLIC MARKET. It understands that no
public market now exists for any of the securities issued by the Company, and
that the Company has made no assurances that a public market will ever exist for
the Company's securities.

4.5. ACCESS TO DATA. It has had an opportunity to
discuss the Company's business, management and financial affairs with the
Company's management and the opportunity to review the Company's facilities. It
has also had an opportunity to ask questions of officers of the Company, which
questions were answered to its satisfaction. It understands that such
discussions, as well as any written information issued by the Company were
intended to describe certain aspects of the Company's business and prospects
which the Company believes to be material, but were not a thorough or exhaustive
description, except as set forth in Section 3 hereof.

4.6. AUTHORIZATION. Each of this Agreement, the
Rights Agreement and the Shareholder Agreement when executed and delivered by
such Purchaser will constitute a valid and legally binding obligation of the
Purchaser, enforceable in accordance with its terms, except that the
indemnification provisions of Section 5.7 of the Rights Agreement may be limited
by principles of public policy, and subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable remedies.

4.7. ACCREDITED INVESTOR. It is an "accredited
investor" within the meaning of Securities and Exchange Commission ("SEC") Rule
501 of Regulation D, as presently in effect.

SECTION V

CONDITIONS TO CLOSING

5.1. .1 CONDITIONS TO BOTH THE PURCHASERS' AND THE
COMPANY'S OBLIGATIONS. The obligations of the Purchasers to purchase and of the
Company to issue and sell the Shares at the Closing are subject to the
fulfillment, on or prior to the Closing Date, of all of

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the following conditions, any of which may be waived in whole or in part by
mutual agreement of the Purchasers and the Company:

(a) The Company shall have obtained all
consents, permits and waivers necessary or appropriate on the part of the
Company for consummation of the transactions contemplated by this Agreement, the
Rights Agreement and the Shareholder Agreement. Except for the notices required
to be filed after the Closing Date with certain federal and state securities
commissions, which notices the Company will file on a timely basis, the Company
shall have obtained all approvals of any federal or state governmental authority
or regulatory body that are required on the part of the Company in connection
with the lawful sale and issuance of the Shares and the Common Stock issuable
upon conversion of the Shares.

(b) At the Closing, the purchase of the Shares
by the Purchasers hereunder shall be legally permitted by all laws and
regulations to which the Purchasers or the Company is subject.

(d) The Company and the Purchasers shall have
entered into the Rights Agreement.

(e) The Company, the Purchasers and the shareholders
named in the Shareholder Agreement shall have entered into the Shareholder
Agreement.

(f) The Company, Harpal Sandhu, Robin Vasan and
Rodger Lang shall have entered into an Agreement, substantially in the form
attached hereto as Exhibit H.

5.2. .2 ADDITIONAL CONDITIONS TO THE PURCHASERS'
OBLIGATIONS. In addition to the conditions set forth in Section 5.1 hereof,
each Purchaser's obligation to purchase the Shares is subject to the
fulfillment, on or prior to the Closing Date, of all of the following
conditions, any of which may be waived in whole or in part by such Purchaser:

(a) The representations and warranties made by
the Company in Section 3 hereof shall be true and correct when made, and shall
be true and correct on the Closing Date with the same force and effect as if
they had been made on and as of the Closing Date.

(b) The Company shall have performed all
obligations and conditions herein required to be performed or observed by it on
or prior to the Closing Date.

(c) The Purchasers shall have received from
Morrison & Foerster, counsel to the Company, an opinion letter addressed to them
and dated the Closing Date, in substantially the form attached hereto as Exhibit
G.

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(d) The Company shall have delivered to the
Purchasers a certificate, executed by an officer of the Company and dated the
Closing Date, certifying to the fulfillment of the conditions specified in
Sections 5.1(a), 5.2(a) and 5.2(b).

(e) The directors of the Company shall be
Messrs. Lang, Leone and Marston, and there shall be two (2) vacancies on the
Board of Directors.

5.3. .3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE COMPANY. In
addition to the conditions set forth in Section 5.1 hereof, the Company's
obligation to issue and sell the Shares to each Purchaser is subject to the
fulfillment to the Company's satisfaction, on or prior to the Closing Date, of
the following conditions, any of which may be waived in whole or in part by the
Company:

(a) The representations and warranties made by
such Purchaser in Section 4 hereof shall be true and correct when made, and
shall be true and correct on the Closing Date with the same force and effect as
if they had been made on and as of the Closing Date.

(b) Such Purchaser shall have performed all
obligations and conditions herein required to be performed or observed by it on
or prior to the Closing Date.

(c) Such Purchaser shall have paid the consideration
for the Shares to be sold to such Purchaser as set forth on Exhibit A hereto.

SECTION VI

MISCELLANEOUS

6.1. .1 GOVERNING LAW. This Agreement shall be
governed in all respects by the laws of the State of California as such laws are
applied to agreements between California residents entered into and to be
performed entirely within California.

6.2. .2 SURVIVAL. The representations,
warranties, covenants and agreements made herein shall survive any investigation
made by the Purchaser and the closing of the transactions contemplated hereby.

6.3. .3 SUCCESSORS AND ASSIGNS. Except as
otherwise expressly provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.

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6.4. .4 ENTIRE AGREEMENT; AMENDMENT. This
Agreement and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement between the parties with regard to the
subjects hereof. Neither this Agreement nor any provision hereof may be
amended, changed, waived, discharged or terminated other than by a written

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instrument signed by the party against whom enforcement of any such amendment,
change, waiver, discharge or termination is sought; provided, however, that
holders of at least fifty percent (50%) of the outstanding Shares (or Common
Stock issued upon conversion of the Shares or a combination thereof) may waive
or amend, on behalf of all Purchasers and other holders of Shares, any
provisions hereof benefitting the Purchasers so long as the effect thereof will
be that all such Purchasers and other holders of Shares will be treated equally.

6.5. VI.5 NOTICES, ETC. All notices and other
communications required or permitted hereunder shall be effective upon receipt
and shall be in writing and may be delivered in person, by telecopy, electronic
mail, express delivery service or U.S. mail, in which event it may be mailed by
first-class, certified or registered, postage prepaid, addressed (a) if to a
Purchaser, at the address set forth on Exhibit A or at such other address as
such Purchaser shall have furnished the Company in writing, or (b) if to the
Company, at 2001 Landings Drive, Mountain View, California 94043, or at such
other address as the Company shall have furnished to the Purchaser in writing.

6.6. VI.6 SEVERABILITY. If any provision of this
Agreement shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

6.7. VI.7 FINDER'S FEES.

(a) The Company (i) represents and warrants that
it has retained no finder or broker in connection with the transactions
contemplated by this Agreement and (ii) hereby agrees to indemnify and to hold
the Purchasers harmless of and from any liability for any commission or
compensation in the nature of a finder's fee to any broker or other person or
firm (and the costs and expenses of defending against such liability or asserted
liability) for which the Company, or any of its employees or representatives, is
responsible.

(b) Each Purchaser (i) represents and warrants
that it has retained no finder or broker in connection with the transactions
contemplated by this Agreement and (ii) hereby agrees to indemnify and to hold
the Company and the other Purchasers harmless of and from any liability for any
commission or compensation in the nature of a finder's fee to any broker or
other person or firm (and the costs and expenses of defending against such
liability or asserted liability) for which such Purchaser, or any of its
employees or representatives, is responsible.

6.8. VI.8 CALIFORNIA CORPORATE SECURITIES LAW. THE
SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT MAY NOT HAVE BEEN
QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND
THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF

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SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF
THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE
SALE IS SO EXEMPT.

6.9. .9 TITLES AND SUBTITLES. The titles of the
Articles and Sections of this Agreement are for convenience of reference only
and are not to be considered in construing this Agreement.

6.10. .10 COUNTERPARTS. This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument.

6.11. .11 DELAYS OR OMISSIONS. It is agreed that no
delay or omission to exercise any right, power or remedy accruing to any party
upon any breach or default of any other party under this Agreement shall impair
any such right, power or remedy, nor shall it be construed to be a waiver of any
such breach or default, or any acquiescence therein, or of any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. It is further agreed that any waiver, permit, consent or
approval of any kind or character of any breach or default under this Agreement,
or any waiver of any provisions or conditions of this Agreement must be in
writing and shall be effective only to the extent specifically set forth in
writing, and that all remedies, either under this Agreement, by law or
otherwise, shall be cumulative and not alternative.

6.12. .12 PAYMENT OF FEES AND EXPENSES. Each party
shall be responsible for paying its own fees, costs and expenses in connection
with this Agreement and the transactions herein contemplated; provided, however,
that if the Closing is effected, the Company agrees to pay at the Closing the
reasonable fees and expenses of special counsel to the Purchasers in an amount
not to exceed $7,500.00.

14
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first written above.

INFINITY FINANCIAL TECHNOLOGY, INC.

By:________________________________
Title:_____________________________

PURCHASER:

SEQUOIA CAPITAL GROWTH FUND
SEQUOIA TECHNOLOGY PARTNERS III

By:________________________________
Title:_____________________________

15
EXHIBIT A
SCHEDULE OF SERIES C PURCHASERS

Number of Aggregate
Shares Purchase
Name and Address Purchased Price
---------------- --------- ---------

Sequoia Capital Growth Fund 979,167 $ 1,651,267
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025

Sequoia Technology Partners III 62,500 $ 105,400
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025

16
INFINITY FINANCIAL TECHNOLOGY, INC.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

January __, 1994

17
TABLE OF CONTENTS

Page

SECTION 1 - Authorization and Sale of Preferred Stock........................................................... 1

1.1 Authorization............................................................................. 1
1.2 Sale of Preferred......................................................................... 1

SECTION 2 - Closing Dates; Delivery............................................................................. 1

2.1 Closing Date.............................................................................. 1
2.2 Delivery.................................................................................. 1

SECTION 3 - Representations and Warranties of the Company....................................................... 2

3.1 Organization and Standing; Certificate of Amendment and By-Laws........................... 2
3.2 Corporate Power........................................................................... 2
3.3 Subsidiaries.............................................................................. 2
3.4 Capitalization............................................................................ 2
3.5 Authorization............................................................................. 3
3.6 Financial Statements...................................................................... 3
3.7 Business Condition........................................................................ 4
3.8 Title to Properties and Assets; Liens, etc................................................ 4
3.9 Compliance with Other Instruments, None Burdensome, etc................................... 4
3.10 Litigation, etc........................................................................... 5
3.11 Registration Rights....................................................................... 5
3.12 Certain Transactions...................................................................... 5
3.13 Intangible Property....................................................................... 6
3.14 Employees................................................................................. 6
3.15 Insurance................................................................................. 6
3.16 Securities Laws; Governmental Consent..................................................... 7
3.17 Contracts and Other Commitments........................................................... 7
3.18 Disclosure................................................................................ 8

SECTION 4 - Representations and Warranties of the Purchasers.................................................... 8

4.1 Investment Experience..................................................................... 8
4.2 Investment Intent......................................................................... 8
4.3 Rule 144.................................................................................. 8
4.4 No Public Market.......................................................................... 9
4.5 Access to Data............................................................................ 9
4.6 Authorization............................................................................. 9
4.7 Accredited Investor....................................................................... 9

Page
----

SECTION 5 - Conditions to Closing............................................................................... 9

5.1 Conditions to Both the Purchasers' and the Company's Obligations......................... 9
5.2 Additional Conditions to the Purchasers' Obligations...................................... 10
5.3 Additional Conditions to Obligations of the Company....................................... 11

SECTION 6 - Miscellaneous....................................................................................... 11

6.1 Governing Law............................................................................. 11
6.2 Survival.................................................................................. 11
6.3 Successors and Assigns.................................................................... 11
6.4 Entire Agreement; Amendment............................................................... 11
6.5 Notices, etc.............................................................................. 12
6.6 Severability.............................................................................. 12
6.7 Finder's Fees............................................................................. 12
6.8 California Corporate Securities Law....................................................... 12
6.9 Titles and Subtitles...................................................................... 13
6.10 Counterparts.............................................................................. 13
6.11 Delays or Omissions....................................................................... 13
6.12 Payment of Fees and Expenses.............................................................. 13

EXHIBITS

A Schedule of Purchasers
B Certificate of Amendment of Articles of Incorporation
C Schedule of Exceptions
D Investor Rights Agreement
E Shareholder Agreement
F Proprietary Information and Rights Agreement
G Opinion of Counsel