FACTORING MODIFICATION AGREEMENT

     This  Factoring  Modification  Agreement  is entered into as of January 13,
1998,  by  and  between FORECROSS CORPORATION (the "Seller") whose address is 90
New  Montgomery, Suite 710, San Francisco, CA 94105 and Silicon Valley Financial
Services,  a  division  of  Silicon Valley Bank ("8uyer"), whose address is 3003
Tasman  Drive,  Santa  Clara,  CA  95054.

1.      Description OF EXISTING INDEBTEDNESS: Among other indebtedness which may
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be  owing  by  Seller  to  Buyer, Seller is indebted to Buyer pursuant to, among
other documents, a Factoring Agreement, dated October 30, 1995, modified by that
certain Factoring Modification Agreement dated December 18, 1996, by and between
Seller  and  Buyer  (the  "Factoring Agreement"). Capitalized terms used without
definition  herein  shall  have  the  meanings assigned to them in the Factoring
Agreement.

Hereinafter,  all  indebtedness owing by Seller to Buyer shall be referred to as
the  "Indebtedness"  and the Factoring Agreement and any and all other documents
executed  by  Seller  in  favor  of  Buyer shall be referred to as the "Existing
Documents."

2.      DESCRIPTION  OF  CHANGE  IN  TERMS.
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A.  Modification(s)  to  Factoring  Agreement,  effective  as  of the date first
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    written  above:
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Increase  gross factoring line in the amount of SEVEN HUNDRED FIFTY THOUSAND AND
NO/100  ***  ($750,000.00).

3.      CONSISTENT  CHANGES.  The  Existing  Documents  are  each hereby amended
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wherever  necessary  to  reflect  the  changes  described  above.

4.      NO DEFENSES OF SELLER.  Seller  agrees  that, as of this date, it has no
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defenses  against  the  obligations  to  pay any amounts under the Indebtedness.

5.      CONTINUING VALIDITY. Seller understands and agrees that in modifying the
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existing   Indebtedness,   Buyer  is  relying  upon  Seller's   representations,
warranties,  and agreements,  as set forth in the Existing Documents.  Except as
expressly modified pursuant to this Factoring Modification Agreement,  the terms
of the Existing Documents remain unchanged and in full force and effect. Buyer's
agreement  to  modifications  to the  existing  Indebtedness  pursuant  to  this
Factoring  Modification  Agreement  in no way shall  obligate  Buyer to make any
future modifications to the Indebtedness. Nothing in this Factoring Modification
Agreement  shall  constitute  a  satisfaction  of  the  Indebtedness.  It is the
intention  of Buyer  and  Seller to retain as  liable  parties  all  makers  and
endorsers of Existing Documents, unless the party is expressly released by Buyer
in writing. No maker,  endorser, or guarantor will be released by virtue of this
Factoring Modification Agreement.  The terms of this paragraph apply not only to
this Factoring  Modification  Agreement,  but also to any  subsequent  factoring
modification agreements.

This  Factoring  Modification Agreement is executed as of the date first written
above.


SELLER:                                 BUYER:
Forecross  Corporation                  SILICON  VALLEY  FINANCIAL  SERVIES,
                                        a  division  of  Silicon  Valley  Bank

By:/s/ Bernadette  C.  Castello         By: /s/ Lee Shodiss
       ------------------------         -------------------
Name:  Bernadette  c.  Castello         Name:  Lee  Shodiss
       ------------------------         -------------------
Title: Sr.  Vice  President  &  CFO     Title:  Vice  President
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[Guarantor  consents  to  the modifications to the Indebtedness pursuant to this
Factoring Modification Agreement, hereby ratifies the provisions of the Guaranty
and confirms that all provisions of that document are in full force and effect.]

GUARANTOR:

s/  Bernadette  C.  Castello                              Date:  1-15-98
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s/  Kim  O.  Jones
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