[GRAPHIC OMITTED]

SILICON VALLEY BANK

SPECIALTY FINANCE DIVISION

ACCOUNTS RECEIVABLE FINANCING AGREEMENT

This ACCOUNTS RECEIVABLE FINANCING AGREEMENT (the "Agreement"), dated as of April 26, 2000 is between Silicon Valley Bank, Specialty Finance Division of ("Bank"), and I-many, Inc. a Delaware corporation, ("Borrower"), whose address is 537 Congress Street, Portland, Maine 04101 and with a FAX number of (207)772-8597.

1. DEFINITIONS. In this Agreement:

"ACCOUNTS" are all existing and later arising accounts, contract rights, and other obligations owed Borrower in connection with its sale or lease of goods (including licensing software and other technology) or provision of services, all credit insurance, guaranties, other security and all merchandise returned or reclaimed by Borrower and Borrower's Books relating to any of the foregoing.

"ACCOUNT DEBTOR" is defined in the California and Maine Uniform Commercial Code and shall include any person liable on any Financed Receivable, such as, a guarantor of the Financed Receivable and any issuer of a letter of credit or banker's acceptance.

"ADJUSTED QUICK RATIO" is, as of the last day of each month, a ratio of Quick Assets to Current Liabilities minus Deferred Maintenance Revenue of at least 1.25 to 1.00.

"ADJUSTMENTS" are 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 for any Financed Receivable.

"ADMINISTRATIVE FEE" is defined in Section 3.3.

"ADVANCE" is defined in Section 2.2.

"ADVANCE RATE" is (i) 80%, provided however, if the Borrower is unable to maintain the Adjusted Quick Ratio, then the Advance Rate shall be 80%, net of deferred revenue and offsets related to each specific Account Debtor; or (ii) another percentage as Bank establishes under Section 2.2.

"APPLICABLE RATE" is a rate per annum equal to the "Prime Rate". Effective June 1,2000 and thereafter, the Applicable Rate shall be the Prime Rate plus 2 percentage points.

"BORROWER'S BOOKS" are all Borrower's books and records including ledgers, records regarding Borrower's assets or liabilities, the Collateral, business operations or financial condition and all computer programs or discs or any equipment containing the information.

"CODE" is the California and Maine Uniform Commercial Code.

"COLLATERAL" is attached as Exhibit "A".

全文见附件！