Security Agreement - eRoom Technology Inc. and Fleet National Bank


                               SECURITY AGREEMENT

                         Dated as of September 22, 2000

                                     between

                             EROOM TECHNOLOGY, INC.

                                       and

                               FLEET NATIONAL BANK

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                                TABLE OF CONTENTS

1.   DEFINITIONS........................................................1
2.   GRANT OF SECURITY INTEREST.........................................1
         2.1.   COLLATERAL GRANTED......................................1
         2.2.   DELIVERY OF INSTRUMENTS, ETC............................2
3.   TITLE TO COLLATERAL, ETC...........................................4
4.   CONTINUOUS PERFECTION..............................................4
5.   NO LIENS...........................................................4
6.   NO TRANSFERS.......................................................5
7.   INSURANCE..........................................................5
         7.1.   MAINTENANCE OF INSURANCE................................5
         7.2.   INSURANCE PROCEEDS......................................6
         7.3.   NOTICE OF CANCELLATION, ETC.............................6
8.   MAINTENANCE OF COLLATERAL; COMPLIANCE WITH LAW.....................6
9.   COLLATERAL PROTECTION EXPENSES; PRESERVATION OF COLLATERAL.........7
         9.1.   EXPENSES INCURRED BY BANK...............................7
         9.2.   BANK'S OBLIGATIONS AND DUTIES...........................7
10.   SECURITIES AND DEPOSITS...........................................7
11.   NOTIFICATION TO ACCOUNT DEBTORS AND OTHER OBLIGORS................8
12.   FURTHER ASSURANCES................................................8
13.   POWER OF ATTORNEY.................................................9
         13.1.   APPOINTMENT AND POWERS OF BANK.........................9
         13.2.   RATIFICATION BY COMPANY................................10
         13.3.   NO DUTY ON BANK........................................10
14.   REMEDIES..........................................................10
15.   NO WAIVER, ETC....................................................11
16.   MARSHALLING.......................................................11
17.   PROCEEDS OF DISPOSITIONS; EXPENSES................................12
18.   OVERDUE AMOUNTS...................................................12
19.   GOVERNING LAW; CONSENT TO JURISDICTION............................12
20.   WAIVER OF JURY TRIAL..............................................13
21.   CONCERNING REVISED ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE.......13
         21.1.   ATTACHMENT.............................................13
         21.2.   PERFECTION BY FILING...................................14
         21.3.   OTHER PERFECTION, ETC..................................14
         21.4.   OTHER PROVISIONS.......................................15
         21.5.   SAVINGS CLAUSE.........................................15
22.   MISCELLANEOUS.....................................................15

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                               SECURITY AGREEMENT

     SECURITY AGREEMENT, dated as of September 22, 2000, between EROOM
TECHNOLOGY, INC., a Delaware corporation (the "Company"), and FLEET NATIONAL
BANK, a national banking association (hereinafter, the "Bank").

     WHEREAS, the Company has entered into a Credit Agreement of even date (as
amended and in effect from time to time, the "Credit Agreement"), with the Bank,
pursuant to which the Bank, subject to the terms and conditions contained
therein, is to make loans or otherwise extend credit to the Company; and

     WHEREAS, it is a condition precedent to the Bank's making any loans or
otherwise extending credit to the Company under the Credit Agreement that the
Company execute and deliver to the Bank a security agreement in substantially
the form hereof; and

     WHEREAS, the Company wishes to grant security interests in favor of the
Bank as herein provided;

     NOW, THEREFORE, in consideration of the promises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

     1. DEFINITIONS. All capitalized terms used herein without definitions shall
have the respective meanings provided therefor in the Credit Agreement. The term
"Obligations", as used herein, means all of the indebtedness, obligations and
liabilities of the Company to the Bank, individually or collectively, whether
direct or indirect, joint or several, absolute or contingent, due or to become
due, now existing or hereafter arising under or in respect of the Credit
Agreement, any promissory notes or other instruments or agreements executed and
delivered pursuant thereto or in connection therewith or this Agreement.

     2. GRANT OF SECURITY INTEREST.

          2.1. COLLATERAL GRANTED. The Company hereby grants to the Bank, to
     secure the payment and performance in full of all of the Obligations, a
     security interest in and so pledges and assigns to the Bank the following
     properties, assets and rights of the Company, wherever located, whether now
     owned or hereafter acquired or arising, and all proceeds and products
     thereof (all of the same being hereinafter called the "Collateral"):

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               All personal property of every kind and nature including without
          limitation all furniture, equipment, raw materials, inventory, or
          other goods, accounts, contract rights, rights to the payment of
          money, insurance refund claims and all other insurance claims and
          proceeds, tort claims, chattel paper, documents, instruments,
          securities and other investment property, deposit accounts, rights to
          proceeds of letters of credit and all general intangibles including,
          without limitation, all tax refund claims, license fees, computer
          programs, computer software, engineering drawings, service marks,
          customer lists, goodwill, and all licenses, permits, agreements of any
          kind or nature pursuant to which the Company possesses, uses or has
          authority to possess or use property (whether tangible or intangible)
          of others or others possess, use or have authority to possess or use
          property (whether tangible or intangible) of the Company, and all
          recorded data of any kind or nature, regardless of the medium of
          recording including, without limitation, all software, writings,
          plans, specifications and schematics, excluding, however, all patents,
          patent applications, trademarks, trademark applications, trade names,
          copyrights, copyright applications and rights to sue and recover for
          past infringement of patents, trademarks and copyrights except to the
          extent that any such patents, patent applications, trademarks,
          trademark applications, trade name, copyrights, copyright
          applications, and rights to sue and recover for past infringement of
          patents, trademarks and copyrights are necessary to sell, dispose or
          collect any of the Collateral.

          2.2. DELIVERY OF INSTRUMENTS, ETC.

               (a) Pursuant to the terms hereof, the Company has endorsed,
          assigned and delivered to the Bank all negotiable or non-negotiable
          instruments, certificated securities and chattel paper pledged by it
          hereunder, together with instruments of transfer or assignment duly
          executed in blank as the Bank may have specified. In the event that
          the Company shall, after the date of this Agreement, acquire any other
          negotiable or non-negotiable instruments, certificated securities or
          chattel paper to be pledged by it hereunder, the Company shall
          forthwith endorse, assign and deliver the same to the Bank,
          accompanied by such instruments of transfer or assignment duly
          executed in blank as the Bank may from time to time specify.

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                                      -3-

               (b) To the extent that any securities now or hereafter acquired
          by the Company are uncertificated and are issued to the Company or its
          nominee directly by the issuer thereof, the Company shall cause the
          issuer to note on its books the security interest of the Bank in such
          securities and shall cause the issuer, pursuant to an agreement in
          form and substance satisfactory to the Bank, to agree to comply with
          instructions from the Bank as to such securities, without further
          consent of the Company or such nominee. To the extent that any
          securities, whether certificated or uncertificated, or other
          investment property now or hereafter acquired by the Company is held
          by the Company or its nominee through a securities intermediary or
          commodity intermediary, the Company shall, at the request of the Bank,
          cause such securities intermediary or (as the case may be) commodity
          intermediary, pursuant to an agreement in form and substance
          satisfactory to the Bank, to agree to comply with entitlement orders
          or other instructions from the Bank to such securities intermediary as
          to such securities or other investment property, or (as the case may
          be) to apply any value distributed on account of any commodity
          contract as directed by the Bank to such commodity intermediary,
          without further consent of the Company or such nominee. The Bank
          agrees with the Company that the Bank shall not give any such
          entitlement orders or instructions or directions to any such issuer,
          securities intermediary or commodity intermediary unless an Event of
          Default has occurred and is continuing and the Bank has elected to
          exercise its rights and remedies as contemplated by ss.14.

               (c) To the extent that the Company is a beneficiary under any
          written letter of credit now or hereafter issued in favor of the
          Company, the Company shall deliver such letter of credit to the Bank.
          The Bank shall from time to time, at the request and expense of the
          Company, make such arrangements with the Company as are in the Bank's
          reasonable judgment necessary and appropriate so that the Company may
          make any drawing to which the Company is entitled under such letter of
          credit, without impairment of the Bank's perfected security interest
          in the Company's rights to proceeds of such letter of credit or in the
          actual proceeds of such drawing. At the Bank's request, the Company
          shall, for any letter of credit, whether or not written, now or
          hereafter issued in favor of the Company as beneficiary, execute and

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                                      -4-

          deliver to the issuer and any confirmer of such letter of credit an
          assignment of proceeds form, in favor of the Bank and satisfactory to
          the Bank and such issuer or (as the case may be) such confirmer,
          requiring the proceeds of any drawing under such letter of credit to
          be paid directly to the Bank for application as provided in the Credit
          Agreement.

     3. TITLE TO COLLATERAL, ETC. The Company is the owner of the Collateral
free from any adverse lien, security interest or other encumbrance, except for
the security interest created by this Agreement and other liens permitted by the
Credit Agreement. None of the Collateral constitutes, or is the proceeds of,
"farm products" as defined in ss.9-109(3) of the Massachusetts UCC. None of the
account debtors in respect of any accounts, chattel paper or general intangibles
and none of the obligors in respect of any instruments included in the
Collateral is a governmental authority subject to the Federal Assignment of
Claims Act.

     4. CONTINUOUS PERFECTION. The Company's place of business or, if more than
one, chief executive office is indicated on the Perfection Certificate delivered
to the Bank herewith (the "Perfection Certificate"). The Company will not change
the same, or the name, identity or corporate structure of the Company in any
manner, without providing at least 30 days prior written notice to the Bank. The
Collateral, to the extent not delivered to the Bank pursuant to ss.2.2, will be
kept at those locations listed on the Perfection Certificate and the Company
will not remove the Collateral from such locations, without providing at least
30 days prior written notice to the Bank.

     5. NO LIENS. Except for the security interest herein granted and as
permitted under the Credit Agreement, the Company shall be the owner of the
Collateral free from any lien, security interest or other encumbrance, and the
Company shall defend the same against all claims and demands of all persons at
any time claiming the same or any interests therein adverse to the Bank. The
Company shall not pledge, mortgage or create, or suffer to exist a security
interest in the Collateral in favor of any person other than the Bank or as
permitted under the Credit Agreement.

     6. NO TRANSFERS. The Company will not sell or offer to sell or otherwise
transfer the Collateral or any interest therein except for (i) sale and leases
of inventory and licenses of general intangibles in the ordinary course of
business and (ii) sales or other dispositions of obsolescent items of equipment
in the ordinary course of business consistent with past practices.

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                                      -5-

     7. INSURANCE.

          7.1. MAINTENANCE OF INSURANCE. The Company will maintain with
     financially sound and reputable insurers insurance with respect to its
     properties and business against such casualties and contingencies as shall
     be in accordance with general practices of businesses engaged in similar
     activities in similar geographic areas. Such insurance shall be in such
     minimum amounts that the Company will not be deemed a co-insurer under
     applicable insurance laws, regulations and policies and otherwise shall be
     in such amounts, contain such terms, be in such forms and be for such
     periods as may be reasonably satisfactory to the Bank. In addition, all
     such insurance shall be payable to the Bank as loss payee under a
     "standard" or "New York" loss payee clause. Without limiting the foregoing,
     the Company will (i) keep all of its physical property insured with
     casualty or physical hazard insurance on an "all risks" basis, with broad
     form flood and earthquake coverages and electronic data processing
     coverage, with a full replacement cost endorsement and an "agreed amount"
     clause in an amount equal to 100% of the full replacement cost of such
     property, (ii) maintain all such workers' compensation or similar insurance
     as may be required by law and (iii) maintain, in amounts and with
     deductibles equal to those generally maintained by businesses engaged in
     similar activities in similar geographic areas, general public liability
     insurance against claims of bodily injury, death or property damage
     occurring, on, in or about the properties of the Company; business
     interruption insurance; and product liability insurance.

          7.2. INSURANCE PROCEEDS. The proceeds of any casualty insurance in
     respect of any casualty loss of any of the Collateral shall, subject to the
     rights, if any, of other parties with a prior interest in the property
     covered thereby, (i) so long as no Default or Event of Default has occurred
     and is continuing and to the extent that the amount of such proceeds is
     less than $250,000.00, be disbursed to the Company for direct application
     by the Company solely to the repair or replacement of the Company's
     property so damaged or destroyed and (ii) in all other circumstances, be
     held by the Bank as cash collateral for the Obligations. The Bank may, at
     its sole option, disburse from time to time all or any part of such
     proceeds so held as cash collateral, upon such terms and conditions as the
     Bank may reasonably prescribe, for direct application by the Company solely
     to the repair or replacement of the Company's property so damaged or
     destroyed, or the Bank may apply all or any part of such proceeds to the
     Obligations with the Revolving Credit

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                                      -6-

     Commitment (if not then terminated) being reduced by the amount so applied
     to the Obligations.

          7.3. NOTICE OF CANCELLATION, ETC. All policies of insurance shall
     provide for at least thirty (30) days prior written cancellation notice to
     the Bank. In the event of failure by the Company to provide and maintain
     insurance as herein provided, the Bank may, at its option, provide such
     insurance and charge the amount thereof to the Company. The Company shall
     furnish the Bank with certificates of insurance and policies evidencing
     compliance with the foregoing insurance provision.

     8. MAINTENANCE OF COLLATERAL; COMPLIANCE WITH LAW. The Company will keep
the Collateral in good order and repair and will not use the same in violation
of law or any policy of insurance thereon. The Bank, or its designee, may
inspect the Collateral at any reasonable time, upon reasonable prior (notice so
long as no Default or Event of Default has occurred and is continuing) wherever
located. The Company will pay promptly when due all taxes, assessments,
governmental charges and levies upon the Collateral or incurred in connection
with the use or operation of such Collateral or incurred in connection with this
Agreement. The Company has at all times operated, and the Company will continue
to operate, its business in compliance with all applicable provisions of the
federal Fair Labor Standards Act, as amended, and with all applicable provisions
of federal, state and local statutes and ordinances dealing with the control,
shipment, storage or disposal of hazardous materials or substances.

     9. COLLATERAL PROTECTION EXPENSES; PRESERVATION OF COLLATERAL.

          9.1. EXPENSES INCURRED BY BANK. In its discretion, the Bank may
     discharge taxes and other encumbrances at any time levied or placed on any
     of the Collateral, make repairs thereto and pay any necessary filing fees.
     The Company agrees to reimburse the Bank on demand for any and all
     expenditures so made. The Bank shall have no obligation to the Company to
     make any such expenditures, nor shall the making thereof relieve the
     Company of any default.

          9.2. BANK'S OBLIGATIONS AND DUTIES. Anything herein to the contrary
     notwithstanding, the Company shall remain liable under each contract or
     agreement comprised in the Collateral to be observed or performed by the
     Company thereunder. The Bank shall not have any obligation or liability
     under any such contract or agreement by reason of or arising out of this
     Agreement or the receipt by the Bank of any payment relating to any of the

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                                      -7-

     Collateral, nor shall the Bank be obligated in any manner to perform any of
     the obligations of the Company under or pursuant to any such contract or
     agreement, to make inquiry as to the nature or sufficiency of any payment
     received by the Bank in respect of the Collateral or as to the sufficiency
     of any performance by any party under any such contract or agreement, to
     present or file any claim, to take any action to enforce any performance or
     to collect the payment of any amounts which may have been assigned to the
     Bank or to which the Bank may be entitled at any time or times. The Bank's
     sole duty with respect to the custody, safe keeping and physical
     preservation of the Collateral in its possession, under ss.9-207 of the
     Massachusetts UCC or otherwise, shall be to deal with such Collateral in
     the same manner as the Bank deals with similar property for its own
     account.

     10. SECURITIES AND DEPOSITS. The Bank may at any time, at its option,
transfer to itself or any nominee, as pledgee, any securities constituting
Collateral, receive any income thereon and hold such income as additional
Collateral or apply it to the Obligations. During the continuation of an Event
of Default, the Bank may demand, sue for, collect, or make any settlement or
compromise which it deems desirable with respect to the Collateral. Regardless
of the adequacy of Collateral or any other security for the Obligations, during
the continuation of an Event of Default, any deposits or other sums at any time
credited by or due from the Bank to the Company may at any time be applied to or
set off against any of the Obligations.

     11. NOTIFICATION TO ACCOUNT DEBTORS AND OTHER OBLIGORS. If an Event of
Default shall have occurred and be continuing, the Company shall, at the request
of the Bank, notify account debtors on accounts, chattel paper and general
intangibles of the Company and obligors on instruments for which the Company is
an obligee of the security interest of the Bank in any account, chattel paper,
general intangible or instrument and that payment thereof is to be made directly
to the Bank or to any financial institution designated by the Bank as the Bank's
agent therefor, and the Bank may itself, if an Event of Default shall have
occurred and be continuing, without notice to or demand upon the Company, so
notify account debtors and obligors. After the making of such a request or the
giving of any such notification, the Company shall hold any proceeds of
collection of accounts, chattel paper, general intangibles and instruments
received by the Company as trustee for the Bank without commingling the same
with other funds of the Company and shall turn the same over to the Bank in the
identical form received, together with any necessary endorsements or
assignments. The Bank

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                                      -8-

shall apply the proceeds of collection of accounts, chattel paper, general
intangibles and instruments received by the Bank to the Obligations, such
proceeds to be immediately entered after final payment in cash or solvent
credits of the items giving rise to them.

     12. FURTHER ASSURANCES. The Company, at its own expense, shall do, make,
execute and deliver all such additional and further acts, things, deeds,
assurances and instruments as the Bank may require more completely to vest in
and assure to the Bank its rights hereunder or in any of the Collateral,
including, without limitation, (i) executing, delivering and, where appropriate,
filing financing statements and continuation statements under the Uniform
Commercial Code, (ii) obtaining governmental and other third party consents and
approvals, including without limitation any consent of any licensor, lessor or
other applicable party referred to in ss.2.3, (iii) obtaining waivers from
mortgagees and landlords and (iv) taking all actions required by Sections 8-313
and 8-321 of the Uniform Commercial Code (1990) or Sections 8-106 and 9-115 of
the Uniform Commercial Code (1994), as applicable in each relevant jurisdiction,
with respect to certificated and uncertificated securities.

     13. POWER OF ATTORNEY.

          13.1. APPOINTMENT AND POWERS OF BANK. The Company hereby irrevocably
     constitutes and appoints the Bank and any officer or agent thereof, with
     full power of substitution, as its true and lawful attorneys-in-fact with
     full irrevocable power and authority in the place and stead of the Company
     or in the Bank's own name, for the purpose of carrying out the terms of
     this Agreement, to take any and all appropriate action and to execute any
     and all documents and instruments that may be necessary or desirable to
     accomplish the purposes of this Agreement and, without limiting the
     generality of the foregoing, hereby gives said attorneys the power and
     right, on behalf of the Company, without notice to or assent by the
     Company, to do the following:

               (a) upon the occurrence and during the continuance of an Event of
          Default, generally to sell, transfer, pledge, make any agreement with
          respect to or otherwise deal with any of the Collateral in such manner
          as is consistent with the Massachusetts UCC and as fully and
          completely as though the Bank were the absolute owner thereof for all
          purposes, and to do at the Company's expense, at any time, or from
          time to time, all acts and things which the Bank deems necessary

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                                      -9-

          to protect, preserve or realize upon the Collateral and the Bank's
          security interest therein, in order to effect the intent of this
          Agreement, all as fully and effectively as the Company might do,
          including, without limitation, (i) upon written notice to the Company,
          the exercise of voting rights with respect to voting securities, which
          rights may be exercised, if the Bank so elects, with a view to causing
          the liquidation in a commercially reasonable manner of assets of the
          issuer of any such securities and (ii) the execution, delivery and
          recording, in connection with any sale or other disposition of any
          Collateral, of the endorsements, assignments or other instruments of
          conveyance or transfer with respect to such Collateral; and

               (b) to file such financing statements with respect hereto, with
          or without the Company's signature, or a photocopy of this Agreement
          in substitution for a financing statement, as the Bank may deem
          appropriate and to execute in the Company's name such financing
          statements and amendments thereto and continuation statements which
          may require the Company's signature.

          13.2. RATIFICATION BY COMPANY. To the extent permitted by law, the
     Company hereby ratifies all that said attorneys shall lawfully do or cause
     to be done by virtue hereof. This power of attorney is a power coupled with
     an interest and shall be irrevocable.

          13.3. NO DUTY ON BANK. The powers conferred on the Bank hereunder are
     solely to protect its interests in the Collateral and shall not impose any
     duty upon it to exercise any such powers. The Bank shall be accountable
     only for the amounts that it actually receives as a result of the exercise
     of such powers and neither it nor any of its officers, directors, employees
     or agents shall be responsible to the Company for any act or failure to
     act, except for the Bank's own gross negligence or willful misconduct.

     14. REMEDIES. If an Event of Default shall have occurred and be continuing,
the Bank may, without notice to or demand upon the Company, declare this
Agreement to be in default, and the Bank shall thereafter have in any
jurisdiction in which enforcement hereof is sought, in addition to all other
rights and remedies, the rights and remedies of a secured party under the
Uniform Commercial Code, including, without limitation, the right to take
possession of the Collateral, and for that

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                                      -10-

purpose the Bank may, so far as the Company can give authority therefor, enter
upon any premises on which the Collateral may be situated and remove the same
therefrom. The Bank may in its discretion require the Company to assemble all or
any part of the Collateral at such location or locations within the state(s) of
the Company's principal office(s) or at such other locations as the Bank may
designate which is reasonably convenient to both the Company and the Bank.
Unless the Collateral is perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market, the Bank shall give to the
Company at least seven Business Days prior written notice of the time and place
of any public sale of Collateral or of the time after which any private sale or
any other intended disposition is to be made. The Company hereby acknowledges
that seven Business Days prior written notice of such sale or sales shall be
reasonable notice. In addition, the Company waives any and all rights that it
may have to a judicial hearing in advance of the enforcement of any of the
Bank's rights hereunder, including, without limitation, its right following an
Event of Default to take immediate possession of the Collateral and to exercise
its rights with respect thereto.

     15. NO WAIVER, ETC. The Company waives demand, notice, protest, notice of
acceptance of this Agreement, notice of loans made, credit extended, Collateral
received or delivered or other action taken in reliance hereon and all other
demands and notices of any description. With respect to both the Obligations and
the Collateral, the Company assents to any extension or postponement of the time
of payment or any other indulgence, to any substitution, exchange or release of
or failure to perfect any security interest in any Collateral, to the addition
or release of any party or person primarily or secondarily liable, to the
acceptance of partial payment thereon and the settlement, compromising or
adjusting of any thereof, all in such manner and at such time or times as the
Bank may deem advisable. The Bank shall have no duty as to the collection or
protection of the Collateral or any income thereon, nor as to the preservation
of rights against prior parties, nor as to the preservation of any rights
pertaining thereto beyond the safe custody thereof as set forth in ss.9.2. The
Bank shall not be deemed to have waived any of its rights upon or under the
Obligations or the Collateral unless such waiver shall be in writing and signed
by the Bank. No delay or omission on the part of the Bank in exercising any
right shall operate as a waiver of such right or any other right. A waiver on
any one occasion shall not be construed as a bar to or waiver of any right on
any future occasion. All rights and remedies of the Bank with respect to the
Obligations or the Collateral, whether evidenced hereby or by any other
instrument or papers, shall be cumulative and may be exercised singularly,
alternatively, successively or concurrently at such time or at such times as the
Bank deems expedient.

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                                      -11-

     16. MARSHALLING. The Bank shall not be required to marshal any present or
future collateral security (including but not limited to this Agreement and the
Collateral) for, or other assurances of payment of, the Obligations or any of
them or to resort to such collateral security or other assurances of payment in
any particular order, and all of its rights hereunder and in respect of such
collateral security and other assurances of payment shall be cumulative and in
addition to all other rights, however existing or arising. To the extent that it
lawfully may, the Company hereby agrees that it will not invoke any law relating
to the marshalling of collateral which might cause delay in or impede the
enforcement of the Bank's rights under this Agreement or under any other
instrument creating or evidencing any of the Obligations or under which any of
the Obligations is outstanding or by which any of the Obligations is secured or
payment thereof is otherwise assured, and, to the extent that it lawfully may,
the Company hereby irrevocably waives the benefits of all such laws.

     17. PROCEEDS OF DISPOSITIONS; EXPENSES. The Company shall pay to the Bank
on demand any and all expenses, including reasonable attorneys' fees and
disbursements, incurred or paid by the Bank in protecting, preserving or
enforcing the Bank's rights under or in respect of any of the Obligations or any
of the Collateral. After deducting all of said expenses, the residue of any
proceeds of collection or sale of the Obligations or Collateral shall, to the
extent actually received in cash, be applied to the payment of the Obligations
in such order or preference as the Bank may determine, proper allowance and
provision being made for any Obligations not then due. Upon the final payment
and satisfaction in full of all of the Obligations and after making any payments
required by Section 9-504(1)(c) of the Massachusetts UCC, any excess shall be
returned to the Company, and the Company shall remain liable for any deficiency
in the payment of the Obligations.

     18. OVERDUE AMOUNTS. Until paid, all amounts due and payable by the Company
hereunder shall be a debt secured by the Collateral and shall bear, whether
before or after judgment, interest at the rate of interest for overdue principal
set forth in the Credit Agreement.

     19. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT IS INTENDED TO
TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. The Company
agrees that any suit for the enforcement of this Agreement may be brought in the
courts of the Commonwealth of Massachusetts or any federal court sitting therein
and consents to the non-exclusive

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                                      -12-

jurisdiction of such court and to service of process in any such suit being made
upon the Company by mail at the address specified in ss.13 of the Credit
Agreement. The Company hereby waives any objection that it may now or hereafter
have to the venue of any such suit or any such court or that such suit is
brought in an inconvenient court.

     20. WAIVER OF JURY TRIAL. THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL WITH
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY
SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Company waives any
right which it may have to claim or recover in any litigation referred to in the
preceding sentence any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages. The Company (i)
certifies that neither the Bank nor any representative, agent or attorney of the
Bank has represented, expressly or otherwise, that the Bank would not, in the
event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges
that, in entering into the Credit Agreement and the other Loan Documents to
which the Bank is a party, the Bank is relying upon, among other things, the
waivers and certifications contained in this ss.20.

     21. CONCERNING REVISED ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE. The
parties acknowledge and agree to the following provisions of this Agreement in
anticipation of the possible application, in one or more jurisdictions to the
transactions contemplated hereby, of the revised Article 9 of the Uniform
Commercial Code in the form or substantially in the form approved by the
American Law Institute and the National Conference of Commissioners on Uniform
State Law and contained in the 1999 official text of the Uniform Commercial Code
("Revised Article 9").

          21.1. ATTACHMENT. In applying the law of any jurisdiction in which
     Revised Article 9 is in effect, the Collateral is all assets of the
     Company, whether or not within the scope of Revised Article 9. The
     Collateral shall include, without limitation, the following categories of
     assets as defined in Revised Article 9: goods (including inventory,
     equipment and any accessions thereto), instruments (including promissory
     notes), documents, accounts (including health-care-insurance receivables),
     chattel paper (whether tangible or electronic), deposit accounts,
     letter-of-credit rights (whether or not the letter of credit is evidenced
     by a writing), commercial tort claims, securities and all other investment
     property, general intangibles (including payment intangibles and software),
     supporting obligations and any and all proceeds of any thereof,

   15
                                      -13-

     wherever located, whether now owned and hereafter acquired. If the Company
     shall at any time, whether or not Revised Article 9 is in effect in any
     particular jurisdiction, acquire a commercial tort claim, as defined in
     Revised Article 9, the Company shall immediately notify the Bank in a
     writing signed by the Company of the brief details thereof and grant to the
     Bank in such writing a security interest therein and in the proceeds
     thereof, all upon the terms of this Agreement, with such writing to be in
     form and substance satisfactory to the Bank.

          21.2. PERFECTION BY FILING. The Bank may at any time and from time to
     time, pursuant to the provisions of ss.13, file financing statements,
     continuation statements and amendments thereto that describe the Collateral
     as all assets of the Company or words of similar effect and which contain
     any other information required by Part 5 of Revised Article 9 for the
     sufficiency or filing office acceptance of any financing statement,
     continuation statement or amendment, including whether the Company is an
     organization, the type of organization and any organization identification
     number issued to the Company. The Company agrees to furnish any such
     information to the Bank promptly upon request. Any such financing
     statements, continuation statements or amendments may be signed by the Bank
     on behalf of the Company, as provided in ss.13, and may be filed at any
     time in any jurisdiction whether or not Revised Article 9 is then in effect
     in that jurisdiction.

          21.3. OTHER PERFECTION, ETC. The Company shall at any time and from
     time to time, whether or not Revised Article 9 is in effect in any
     particular jurisdiction, take such steps as the Bank may reasonably request
     for the Bank (a) to obtain an acknowledgement, in form and substance
     satisfactory to the Bank, of any bailee having possession of any of the
     Collateral that the bailee holds such Collateral for the Bank, (b) to
     obtain "control" of any investment property, deposit accounts,
     letter-of-credit rights or electronic chattel paper (as such terms are
     defined in Revised Article 9 with corresponding provisions in Rev. ss.ss.
     9-104, 9-105, 9-106 and 9-107 relating to what constitutes "control" for
     such items of Collateral), with any agreements establishing control to be
     in form and substance satisfactory to the Bank, and (c) otherwise to insure
     the continued perfection and priority of the Bank's security interest in
     any of the Collateral and of the preservation of its rights therein,
     whether in anticipation and following the effectiveness of Revised Article
     9 in any jurisdiction.

   16
                                      -14-

          21.4. OTHER PROVISIONS. In applying the law of any jurisdiction in
     which Revised Article 9 is in effect, the following references to sections
     in this Agreement to existing Article 9 of that jurisdiction shall be to
     the Revised Article 9 Section of that jurisdiction indicated below:

------------------------ ----------------------------------- ----------------------------------- Agreement Section Existing Article 9 Revised Article 9 ------------------------ ----------------------------------- ----------------------------------- 3 ss. 9-109(3) Rev.ss.9-102(a)(34) ------------------------ ----------------------------------- ----------------------------------- 9.2 ss. 9-207 Rev.ss.9-207 ------------------------ ----------------------------------- ----------------------------------- 12 ss.ss.8-106 and 9-115 (1994) Rev.ss.ss.8-106 and 9-106 ------------------------ ----------------------------------- ----------------------------------- 17 ss. 9-504(1)(c) Rev.ss.ss.9-608(a)(1)(C) and 9-615(a)(3) ------------------------ ----------------------------------- -----------------------------------
21.5. SAVINGS CLAUSE. Nothing contained in this ss.21 shall be construed to narrow the scope of the Bank's security interest in any of the Collateral or the perfection or priority thereof or to impair or otherwise limit any of the rights, powers, privileges or remedies of the Bank hereunder except (and then only to the extent) mandated by Revised Article 9 to the extent then applicable. 22. MISCELLANEOUS. The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon the Company and its respective successors and assigns, and shall inure to the benefit of the Bank and its successors and assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included herein. The Company acknowledges receipt of a copy of this Agreement. 17 -15- IN WITNESS WHEREOF, intending to be legally bound, the Company has caused this Agreement to be duly executed as a sealed instrument as of the date first above written. EROOM TECHNOLOGY, INC. By: /s/ Robert L. Lentz ----------------------------------------- Title: Senior Vice President and CFO Accepted: FLEET NATIONAL BANK By: /s/ Stephen C. Buzzell -------------------------------------- Title: Vice President CERTIFICATE OF ACKNOWLEDGMENT COMMONWEALTH OF MASSACHUSETTS ) ) ss. September 26, 2000 COUNTY OF Middlesex) Before me, the undersigned, a Notary Public in and for the county aforesaid, on this 26th day of September, 2000, personally appeared Robert L. Lentz to me known personally, and who, being by me duly sworn, deposes and says that he/she is the Senior Vice President and CFO of eRoom Technology, and that said instrument was signed and sealed on behalf of said corporation by authority of its directors, and said Robert L. Lentz acknowledged said instrument to be the free act and deed of said corporation. /s/ Kimberly R. Hurkins ----------------------------------------- Kimberly R. Hurkins Notary Public My commission expires: March 2, 2001