EXHIBIT 10.2

EVOLVING SYSTEMS, INC.

AMENDED AND RESTATED STOCK OPTION PLAN
ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 16, 1997
APPROVED BY THE STOCKHOLDERS ON JANUARY 28, 1998

1. INTRODUCTION; PURPOSES.

(a) On January 19, 1996, the Board of Directors adopted the Company's Stock Option Plan, amended on October 24, 1996 and December 17, 1996 (collectively, the "Prior Plans"). The Board of Directors desires to amend and restate the Prior Plans in the form of this Amended and Restated Stock Option Plan. Shares reserved for issuance under the Prior Plans shall hereafter be reserved for issuance, and issued, under the terms of this Plan in the form below.

(b) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the Company and its Affiliates may be given an opportunity to benefit from increases in value of the common stock of the Company ("Common Stock") through the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to purchase restricted stock, all as defined below.

(c) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees, Directors or Consultants, to secure and retain the services of new Employees, Directors and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

(d) The Company intends that the Stock Awards issued under the Plan shall, in the discretion of the Board or any Committee to which responsibility for administration of the Plan has been delegated pursuant to subsection 3(c), be either (i) Options granted pursuant to Section 6 hereof, including Incentive Stock Options and Nonstatutory Stock Options, or (ii) stock bonuses or rights to purchase restricted stock granted pursuant to Section 7 hereof. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and a separate certificate or certificates will be issued for shares purchased on exercise of each type of Option.

2. DEFINITIONS.

(a) "AFFILIATE" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f) respectively, of the Code.

(b) "BOARD" means the Board of Directors of the Company.

(c) "CODE" means the Internal Revenue Code of 1986, as amended.

(d) "COMMITTEE" means a Committee appointed by the Board in accordance with subsection 3(c) of the Plan.

(e) "COMPANY" means Evolving Systems, Inc., a Delaware corporation.

(f) "CONSULTANT" means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services and who is compensated for such services, provided that the term "Consultant" shall not include Directors who are paid only a director's fee by the Company or who are not compensated by the Company for their services as Directors.

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(g) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means that the service of an individual to the Company, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Board or the Chief Executive Officer of the Company may determine, in that party's sole discretion, whether Continuous Status as an Employee, Director or Consultant shall be considered interrupted in the case of: (i) any leave of absence approved by the Company, including sick leave, military leave, or any other personal leave; or (ii) transfers between the Company, Affiliates or their successors.

(h) "COVERED EMPLOYEE" means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.

(i) "DIRECTOR" means a member of the Board.

(j) "EMPLOYEE" means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company.

(k) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(l) "FAIR MARKET VALUE" means, as of any date, the value of the Common Stock of the Company determined as follows:

(i) If the Common Stock is listed on any established stock exchange, or traded on the Nasdaq National Market or The Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in Common Stock) on the last market trading day prior to determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;

(ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Board.

(m) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(n) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a current Employee or Officer of the Company or its parent or subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act ("Regulation S-K"), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a "non- employee director" for purposes of Rule 16b-3.

(o) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as an Incentive Stock Option.

(p) "OFFICER" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(q) "OPTION" means a stock option granted pursuant to the Plan.

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(r) "OPTION AGREEMENT" means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(s) "OPTIONEE" means a person to whom an Option is granted pursuant to the Plan.

(t) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current employee of the Company or an "affiliated corporation" (within the meaning of Treasury regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an "affiliated corporation" at any time, and is not currently receiving direct or indirect remuneration from the Company or an "affiliated corporation" for services in any capacity other than as a Director, or (ii) is otherwise considered an "outside director" for purposes of Section 162(m) of the Code.

(u) "PLAN" means this 1997 Equity Incentive Plan.

(v) "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(w) "SECURITIES ACT" means the Securities Act of 1933, as amended.

(x) "STOCK AWARD" means any right granted under the Plan, including any Option, any stock bonus, and any right to purchase restricted stock.

(y) "STOCK AWARD AGREEMENT" means a written agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

3. ADMINISTRATION.

(a) The Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in subsection 3(c).

(b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; whether a Stock Award will be an Incentive Stock Option, a Nonstatutory Stock Option, a stock bonus, a right to purchase restricted stock, or a combination of the foregoing; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive stock pursuant to a Stock Award; and the number of shares with respect to which a Stock Award shall be granted to each such person.

(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iii) To amend the Plan or a Stock Award as provided in Section 13.

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(iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

(c) The Board may delegate administration of the Plan to a committee of the Board composed of not fewer than two (2) members (the "Committee"), all of the members of which Committee shall be, in the discretion of the Board, Non- Employee Directors and/or Outside Directors. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee of two (2) or more Outside Directors any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or such a subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. Notwithstanding anything to the contrary contained herein, the Board may delegate administration of the Plan to any person or persons and the term "Committee" shall apply to any person or persons to whom such authority has been delegated. In addition, and notwithstanding anything in this Section 3 to the contrary, the Board or the Committee may delegate to a committee of one or more members of the Board the authority to grant Options to eligible persons who (1) are not then subject to Section 16 of the Exchange Act and/or (2) are either (i) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Option, or (ii) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code.

4. SHARES SUBJECT TO THE PLAN.

(a) Subject to the provisions of Section 12 relating to adjustments upon changes in stock, the stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate SIX MILLION THREE HUNDRED THOUSAND (6,300,000) shares of Common Stock (which includes shares remaining for future issuance and shares subject to unvested options under the Prior Plans, as of the date of adoption of the amended and restated Plan). In the event an option or right to purchase restricted stock granted pursuant to the Prior Plans or a Stock Award granted pursuant to the Plan shall for any reason expire or otherwise terminate after the date of grant, in whole or in part, without having been exercised in full, the stock not acquired under such option, right to purchase restricted stock or Stock Award shall revert to and again become available for issuance under the Plan.

(b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.

5. ELIGIBILITY.

(a) Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock Options may be granted only to Employees, Directors or Consultants.

(b) No person shall be eligible for the grant of an Incentive Stock Option if, at the time of grant, such person owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of such stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

(c) Subject to the provisions of Section 12 relating to adjustments upon changes in stock, no person shall be eligible to be granted Options covering more than one million two hundred sixty thousand (1,260,000) shares of the Company's common stock in any calendar year. This subsection 5(c) shall not apply until (i) the earliest of: (A) the first material modification of the Plan (including any increase to the

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number of shares reserved for issuance under the Plan in accordance with Section
4); (B) the issuance of all of the shares of common stock reserved for issuance under the Plan; (C) the expiration of the Plan; or (D) the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security under Section 12 of the Exchange Act; or (ii) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder.

6. OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

(a) TERM. No Option shall be exercisable after the expiration of ten (10) years from the date it was granted.

(b) PRICE. The exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted, and the exercise price of each Nonstatutory Stock Option shall be not less than fifty percent (50%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

(c) CONSIDERATION. The purchase price of stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised, or (ii) at the discretion of the Board or Committee, at the time of the grant of the Option, according to a deferred payment arrangement, except that payment of the common stock's "par value" (as defined in the Delaware General Corporation Law) shall not be made by deferred payment, or (C) in any other form of legal consideration that may be acceptable to the Board. In the case of any deferred payment arrangement, interest shall be payable at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement.

(d) TRANSFERABILITY. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the Incentive Stock Option is granted only by such person. A Nonstatutory Stock Option may be transferred to the extent provided in the Option Agreement; provided that if the Option Agreement does not expressly permit the transfer of a Nonstatutory Stock Option, the Nonstatutory Stock Option shall not be transferable except by will, by the laws of descent and distribution or pursuant to a domestic relations order, and shall be exercisable during the lifetime of the person to whom the Option is granted only by such person or any transferee pursuant to a domestic relations order. Notwithstanding the foregoing, the person to whom the Option is granted may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option.

(e) VESTING. The total number of shares of stock subject to an Option may, but need not, be allotted in periodic installments (which may, but need not, be equal). The Option Agreement may provide that from time to time during each of such installment periods, the Option may become exercisable ("vest") with respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allotted to such period and/or any prior period as to which the Option became vested but was not fully exercised. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the

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Board may deem appropriate. The provisions of this subsection 6(e) are subject to any Option provisions governing the minimum number of shares as to which an Option may be exercised.

(f) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT.
In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates (other than upon the Optionee's death or disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months after the termination of the Optionee's Continuous Status as an Employee, Director or Consultant (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(g) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates as a result of the Optionee's disability, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(h) DEATH OF OPTIONEE. In the event of the death of an Optionee during, or within a period specified in the Option Agreement after the termination of, the Optionee's Continuous Status as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was entitled to exercise the Option as of the date of death) by the Optionee's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionee's death pursuant to subsection 6(d), but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(i) EARLY EXERCISE. The Option may, but need not, include a provision whereby the Optionee may elect at any time while an Employee, Director or Consultant to exercise the Option as to any part or all of the shares subject to the Option prior to the full vesting of the Option. Any unvested shares so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate.

7. TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

Each stock bonus or restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board or Committee shall deem appropriate. The terms and conditions of stock bonus or restricted stock purchase agreements may change from time to time, and the terms and conditions of separate agreements need not be identical, but each stock bonus or restricted stock

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purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions as appropriate:

(a) PURCHASE PRICE. The purchase price under each restricted stock purchase agreement shall be such amount as the Board or Committee shall determine and designate in such agreement but in no event shall the purchase price be less than eighty-five percent (85%) of the stock's Fair Market Value on the date such award is made. Notwithstanding the foregoing, the Board or Committee may determine that eligible participants in the Plan may be awarded stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company for its benefit.

(b) TRANSFERABILITY. No rights under a stock bonus or restricted stock purchase agreement shall be transferable except by will or the laws of descent and distribution or, if the agreement so provides, pursuant to a domestic relations order, so long as stock awarded under such agreement remains subject to the terms of the agreement.

(c) CONSIDERATION. The purchase price of stock acquired pursuant to a stock purchase agreement shall be paid either: (i) in cash at the time of purchase;
(ii) at the discretion of the Board or Committee, according to a deferred payment or other arrangement with the person to whom the stock is sold, except that payment of the common stock's "par value" (as defined in the Delaware General Corporation Law) shall not be made by deferred payment; or (iii) in any other form of legal consideration that may be acceptable to the Board or Committee in its discretion. Notwithstanding the foregoing, the Board or Committee to which administration of the Plan has been delegated may award stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company for its benefit.

(d) VESTING. Shares of stock sold or awarded under the Plan may, but need not, be subject to a repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board or Committee.

(e) TERMINATION OF CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR
CONSULTANT. In the event a Participant's Continuous Status as an Employee, Director or Consultant terminates, the Company may repurchase or otherwise reacquire any or all of the shares of stock held by that person which have not vested as of the date of termination under the terms of the stock bonus or restricted stock purchase agreement between the Company and such person.

8. CANCELLATION AND RE-GRANT OF OPTIONS.

(a) The Board or the Committee shall have the authority to effect, at any time and from time to time (i) the repricing of any outstanding Options under the Plan and/or (ii) with the consent of the affected holders of Options, the cancellation of any outstanding Options and the grant in substitution therefor of new Options under the Plan covering the same or different numbers of shares of common stock, but having an exercise price per share not less than fifty percent (50%) of the Fair Market Value (one hundred percent (100%) of the Fair Market Value in the case of an Incentive Stock Option or, in the case of a ten percent (10%) stockholder (as defined in subsection 5(b)), not less than one hundred and ten percent (110%) of the Fair Market Value) per share of common stock on the new grant date.

(b) Shares subject to an Option canceled under this Section 8 shall continue to be counted against the maximum award of Options permitted to be granted pursuant to the Plan. The repricing of an Option hereunder resulting in a reduction of the exercise price, shall be deemed to be a cancellation of the original Option and the grant of a substitute Option; in the event of such repricing, both the original and the substituted Options shall be counted against the maximum awards of Options permitted to be granted pursuant to the Plan, to the extent required by Section 162(m) of the Code.

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9. COVENANTS OF THE COMPANY.

(a) During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of stock required to satisfy such Stock Awards.

(b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares under Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act either the Plan, any Stock Award or any stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such Stock Awards unless and until such authority is obtained.

10. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to Stock Awards shall constitute general funds of the Company.

11. MISCELLANEOUS.

(a) The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.

(b) Neither an Employee, Director nor a Consultant nor any person to whom a Stock Award is transferred in accordance with the Plan shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Stock Award unless and until such person has satisfied all requirements for exercise of the Stock Award pursuant to its terms.

(c) Nothing in the Plan nor any instrument executed nor Stock Award granted pursuant hereto shall confer upon any Employee, Director, Consultant or Optionee any right to continue in the employ of the Company or any Affiliate (or to continue acting as a Director or Consultant) or shall affect the right of the Company or any Affiliate to terminate the employment of any Employee, with or without cause, to remove any Director as provided in the Company's By-Laws and the provisions of the General Corporation Law of the State of Delaware, or to terminate the relationship of any Consultant in accordance with the terms of that Consultant's agreement with the Company or Affiliate to which such Consultant is providing services.

(d) To the extent that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year under this Plan and all other plans of the Company and its Affiliates exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

(e) The Company may require any person to whom a Stock Award is granted, or any person to whom a Stock Award is transferred in accordance with the Plan, as a condition of exercising or acquiring stock under any Stock Award, (1) to give written assurances satisfactory to the Company as to such person's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (2) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the

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Stock Award for such person's own account and not with any present intention of selling or otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise or acquisition of stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.

(f) To the extent provided by the terms of a Stock Award Agreement, the person to whom a Stock Award is granted may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of stock under a Stock Award by any of the following means or by a combination of such means: (1) tendering a cash payment; (2) authorizing the Company to withhold shares from the shares of the Common Stock otherwise issuable to the participant as a result of the exercise or acquisition of stock under the Stock Award; or
(3) delivering to the Company owned and unencumbered shares of the Common Stock of the Company.

12. ADJUSTMENTS UPON CHANGES IN STOCK.

(a) If any change is made in the stock subject to the Plan, or subject to any Stock Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the maximum number of shares subject to award to any person during any calendar year, and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of shares and price per share of stock subject to such outstanding Stock Awards. Such adjustments shall be made by the Board or Committee, the determination of which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a "transaction not involving the receipt of consideration by the Company.")

(b) In the event of: (1) a sale of substantially all of the assets of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (4) the acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or any Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors, then to the extent permitted by applicable law: (i) any surviving corporation (or an Affiliate thereof), shall assume any Stock Awards outstanding under the Plan or shall substitute similar Stock Awards for those outstanding under the Plan and such Stock Awards shall continue in full force an effect. In the event any surviving corporation (or an Affiliate) refuses to assume or continue such Stock Awards, or to substitute similar Stock Awards for those outstanding under the Plan, then vesting (or release from the repurchase option) shall accelerate such that such Stock Awards are fully vested at such event and shall be exercisable for a period of 15 days after notice from the Company. If not so exercised with the 15 day period, then such Stock Awards shall be terminated.

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13. AMENDMENT OF THE PLAN AND STOCK AWARDS.

(a) The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 12 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary for the Plan to satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities exchange listing requirements.

(b) The Board may in its sole discretion submit any other amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

(c) It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees, Directors or Consultants with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

(d) Rights and obligations under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the person to whom the Stock Award was granted and (ii) such person consents in writing.

(e) The Board at any time, and from time to time, may amend the terms of any one or more Stock Award; provided, however, that the rights and obligations under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the person to whom the Stock Award was granted and (ii) such person consents in writing.

14. TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate ten (10) years from the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b) Rights and obligations under any Stock Award granted while the Plan is in effect shall not be impaired by suspension or termination of the Plan, except with the consent of the person to whom the Stock Award was granted.

15. EFFECTIVE DATE OF PLAN.

This amendment and restatement of the Plan shall become effective on the effective date of the registration statement with respect to the Company's initial public offering of shares of Common Stock, but no Stock Awards granted under the Plan shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

EXHIBIT 10.8

EVOLVING SYSTEMS, INC.

LOAN AND SECURITY AGREEMENT

TABLE OF CONTENTS

                                                                        Page
                                                                        ----
1.   DEFINITIONS AND CONSTRUCTION ....................................     1
     1.1    Definitions ..............................................     1
     1.2    Accounting Terms .........................................     7

2.   LOAN AND TERMS OF PAYMENT .......................................     7
     2.1    Advances .................................................     7
     2.2    Overadvances .............................................     9
     2.3    Interest Rates, Payments, and Calculations................     9
     2.4    Crediting Payments........................................    10
     2.5    Fees .....................................................    10
     2.6    Additional Costs .........................................    10
     2.7    Term .....................................................    11

3.   CONDITIONS OF LOANS .............................................    11
     3.1    Conditions Precedent to Initial Advance ..................    11
     3.2    Conditions Precedent to all Advances .....................    11

4.   CREATION OF SECURITY INTEREST....................................    12
     4.1    Grant of Security Interest................................    12
     4.2    Delivery of Additional Documentation Required ............    12
     4.3    Right to Inspect..........................................    12

5.   REPRESENTATIONS AND WARRANTIES...................................    12
     5.1    Due Organization and Qualification........................    12
     5.2    Due Authorization; No Conflict ...........................    12
     5.3    No Prior Encumbrances.....................................    12
     5.4    Bona Fide Eligible Accounts...............................    12
     5.5    Merchantable Inventory....................................    13
     5.6    Name; Location of Chief Executive Office..................    13
     5.7    Litigation................................................    13
     5.8    No Material Adverse Change in Financial Statements........    13
     5.9    Solvency..................................................    13
     5.10   Regulatory Compliance.....................................    13
     5.11   Environmental Condition...................................    13
     5.12   Taxes.....................................................    14
     5.13   Subsidiaries..............................................    14
     5.14   Government Consents ......................................    14
     5.15   Full Disclosure...........................................    14

6.   AFFIRMATIVE COVENANTS ...........................................    14
     6.1    Good Standing ............................................    14
     6.2    Government Compliance ....................................    14
     6.3    Financial Statements, Reports, Certificates ..............    14
     6.4    Inventory; Returns .......................................    15
     6.5    Taxes ....................................................    15
     6.7    Principal Depository .....................................    15
     6.8    Quick Ratio ..............................................    16
     6.9    Debt-Net Worth Ratio .....................................    16

     6.10   Tangible Net Worth........................................    16
     6.11   Profitability.............................................    16
     6.12   Debt Service Coverage.....................................    16
     6.13   Registration of Intellectual Property Rights .............    16
     6.14   Further Assurances........................................    16

7.   NEGATIVE COVENANTS...............................................    16
     7.1    Dispositions..............................................    17
     7.2    Change in Business........................................    17
     7.3    Mergers or Acquisitions...................................    17
     7.4    Indebtedness..............................................    17
     7.5    Encumbrances..............................................    17
     7.6    Distributions.............................................    17
     7.7    Investments...............................................    17
     7.8    Transactions with Affiliates..............................    17
     7.9    Subordinated Debt.........................................    17
     7.10   Inventory ................................................    17
     7.11   Compliance................................................    18

8.   EVENTS OF DEFAULT................................................    18
     8.1    Payment Default...........................................    18
     8.2    Covenant Default..........................................    18
     8.3    Material Adverse Change...................................    18
     8.4    Attachment................................................    18
     8.5    Insolvency................................................    19
     8.6    Other Agreements..........................................    19
     8.7    Subordinated Debt.........................................    19
     8.8    Judgments.................................................    19
     8.9    Misrepresentations........................................    19

9.   BANK'S RIGHTS AND REMEDIES ......................................    19
     9.1    Rights and Remedies.......................................    19
     9.2    Power of Attorney.........................................    20
     9.3    Accounts Collection.......................................    20
     9.4    Bank Expenses.............................................    21
     9.5    Bank's Liability for Collateral...........................    21
     9.6    Remedies Cumulative.......................................    21
     9.7    Demand; Protest...........................................    21

10.  NOTICES..........................................................    21
11.  CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER ......................    22
12.  GENERAL PROVISIONS ..............................................    22
     12.1   Successors and Assigns....................................    22
     12.2   Indemnification...........................................    22
     12.3   Time of Essence...........................................    22
     12.4   Severability of Provisions................................    22
     12.5   Amendments in Writing, Integration........................    22
     12.6   Counterparts..............................................    23
     12.7   Survival..................................................    23
     12.8   Confidentiality...........................................    23
     12.9   Mandatory Prepayment......................................    23

This LOAN AND SECURITY AGREEMENT is entered into as of September 18,1996, by and between SILICON VALLEY BANK ("Bank") and EVOLVING SYSTEMS, INC. ("Borrower").

Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.

The parties agree as follows:

"Accounts" means all presently existing and hereafter arising accounts, contract rights, and all other forms of obligations owing to Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower's Books relating to any of the foregoing.

"Advance" or "Advances" means cash advance under the Revolving Facility.

"Affiliate" means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Person's senior executive officers, directors, and partners.

"Bank Expenses" means all: reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the preparation, negotiation, administration, and enforcement of the Loan Documents; and Bank's reasonable attorneys' fees and expenses incurred in amending, enforcing or defending the Loan Documents (including fees and expenses of appeal), whether or not suit is brought.

"Borrower's Books" means all of Borrower's books and records including: ledgers; records concerning Borrower's assets or liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment, containing such information.

"Borrowing Base" has the meaning set forth in Section 2.1 hereof.

"Business Day" means any day that is not a Saturday, Sunday, or other day on which banks in the State of California are authorized or required to close.

"Closing Date" means the date of this Agreement.

"Code" means the California Uniform Commercial Code.

"Committed Line" means Seven Million Dollars ($7,000,000).

"Contingent Obligation" means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term "Contingent Obligation" shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

"Current Liabilities" means, as of any applicable date, all amounts that should, in accordance with GAAP, be included as current liabilities on the consolidated balance sheet of Borrower and its Subsidiaries, as at such date, plus, to the extent not already included therein, all outstanding Advances made under this Agreement, including all Indebtedness that is payable Upon demand or within one year from the date of determination thereof unless such Indebtedness is renewable or extendable at the option of Borrower or any Subsidiary to a date more than one year from the date of determination, but excluding Subordinated Debt and interest accrued thereon.

"Daily Balance" means the amount of the Obligations owed at the end of a given day.

(a) Accounts that the account debtor has failed to pay within ninety (90) days of invoice date;

(b) Accounts with respect to an account debtor, fifty percent
(50%) of whose Accounts the account debtor has failed to pay within ninety (90) days of invoice date;

(c) Accounts with respect to which the account debtor is an officer, employee, or agent of Borrower;

(d) Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, or other terms by reason of which the payment by the account debtor may be conditional;

(e) Accounts with respect to which the account debtor is an Affiliate of Borrower;

(f) Accounts with respect to which the account debtor does not have its principal place of business in the United States, except for Eligible Foreign Accounts;

(g) Accounts with respect to which the account debtor is the United States or any department, agency, or instrumentality of the United States;

(h) Accounts with respect to which Borrower is liable to the account debtor for goods sold or services rendered by the account debtor to Borrower, but only to the extent of any amounts owing to the account debtor against amounts owed to Borrower;

(i) Accounts with respect to an account debtor, including Subsidiaries and Affiliates, whose total obligations to Borrower exceed twenty- five percent (25%) of all Accounts, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank, provided that the concentration limit shall be forty percent (40%) for each of AT&T, Lucent, Lockheed Martin, GTE, Sprint and Bell-South.

(j) Accounts with respect to which the account debtor disputes liability or makes any claim with respect thereto as to which Bank reasonably believes, in its sole discretion, that there may be a basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business; and

(k) Accounts the collection of which Bank reasonably determines after reasonable inquiry and reasonable consultation with Borrower to be doubtful.

"Eligible Foreign Accounts" means Accounts with respect to which the account debtor does not have its principal place of business in the United States or Canada and that are: (1) covered by credit insurance in form and amount, and by an insurer satisfactory to Bank less the amount of any deductible(s) which may be or become owing thereon; or (2) supported by one or more letters of credit in favor of Bank as beneficiary, in an amount and of a tenor, and issued by a financial institution, acceptable to Bank; or (3) that Bank approves on a case-by-case basis.

"Equipment" means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which Borrower has any interest.

"ERISA" means the Employment Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

"GAAP" means generally accepted accounting principles as in effect from time to time.

"Indebtedness" means (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations and (d) all Contingent Obligations.

"Insolvency Proceeding" means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy Code, as amended,.or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

"Inventory" means all present and future inventory in which Borrower has any interest, including merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products intended for sale or lease or to be furnished under a contract of service, of every kind and description now or at any time hereafter owned by or in the custody or possession, actual or constructive, of Borrower, including such inventory as is temporarily out of its custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Borrower's Books relating to any of the foregoing.

"Investment" means any beneficial ownership of (including stock, partnership interest or other securities) any Person, or any loan, advance or capital contribution to any Person.

"IRC" means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

"Lien" means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

"Loan Documents" means, collectively, this Agreement, any note or notes executed by Borrower in connection with this Agreement, and any other agreement entered into between Borrower and Bank in connection with this Agreement, all as amended or extended from time to time.

"Material Adverse Effect" means a material adverse effect on (i) the business operations or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole or (ii) the ability of Borrower to repay the Obligations or otherwise perform its obligations under the Loan Documents.

"Maturity Date" means the fourth anniversary of the date of this Agreement.

"Negotiable Collateral" means all of Borrower's present and future letters of credit of which it is a beneficiary, notes, drafts, instruments, securities, documents of title, and chattel paper, and Borrower's Books relating to any of the foregoing.

"Obligations" means all debt, principal, interest, Bank Expenses and other amounts owed to Bank by Borrower pursuant to this Agreement or any other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from Borrower to others that Bank may have obtained by assignment or otherwise.

"Periodic Payments" means all installments or similar recurring payments that Borrower may now or hereafter become obligated to pay to Bank pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between Borrower and Bank.

"Permitted Indebtedness" means:

(a) Indebtedness of Borrower in favor of Bank arising under this Agreement or any other Loan Document;

(b) Indebtedness existing on the Closing Date and disclosed in the Schedule;

(c) Subordinated Debt;

(d) Indebtedness to trade creditors incurred in the ordinary course of business;

(e) Other Indebtedness of Borrower, not exceeding One Hundred Thousand Dollars ($100,000) in the aggregate outstanding at any time;

(f) Contingent obligations of Borrower consisting of guarantees (and other credit support) of the obligations of vendors and suppliers of Borrower in respect of transactions entered into in the ordinary course of business;

(g) Indebtedness with respect to capital lease obligations and Indebtedness secured by Permitted Liens; and

"Permitted Investment" means:

(a) Investments existing on the Closing Date disclosed in the Schedule;

(b) (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than one (1) year from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's Corporation or Moody's Investors Service, Inc., and (iii) certificates of deposit maturing no more than one (1) year from the date of investment therein issued by Bank

(c) Extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business;

(d) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(e) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

(f) Investments consisting of (i) compensation of employees, officers and directors of Borrower so long as the Board or executive officers of Directors of Borrower determines that such compensation is in the best interests of Borrower, (ii) travel advances, employee relocation loans and other employee loans and advances in the ordinary course of business, (iii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower not to exceed in the aggregate One Hundred Thousand Dollars ($100,000), (iv) other loans to officers and employees approved by the Board of Directors;

(g) Other Investments aggregating not in excess of Fifty Thousand Dollars ($50,000) at any time.

"Permitted Liens" means the following:

(a) Any Liens existing on the Closing Date and disclosed in the Schedule or arising under this Agreement or the other Loan Documents;

(d) Liens securing capital lease obligations on assets subject to such capital leases;

(e) Liens arising from judgments, decrees or attachments to the extent and only so long as such judgment, decree or attachment has not caused or resulted in an Event of Default;

(f) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(g) Liens not prior to the Lien of Bank arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;

(h) Liens, not otherwise permitted, which Liens do not in the aggregate exceed Fifty Thousand Dollars ($50,000) at any time;

(i) Liens securing Permitted Indebtedness; and

"Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.

"Prime Rate" means the variable rate of interest, per annum, most recently announced by Bank, as its "prime rate," whether or not such announced rate is the lowest rate available from Bank.

"Quick Assets" means, at any date as of which the amount thereof shall be determined, the consolidated cash, cash-equivalents, accounts receivable and investments, with maturities not to exceed 90 days, of Borrower determined in accordance with GAAP.

"Responsible Officer" means each of the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and the Controller of Borrower or such other person or

persons expressly authorized by Borrower if designated in the Corporate Resolutions to Borrower executed herewith.

"Revolving Facility" means the facility under which Borrower may request Bank to issue cash advances, as specified in Section 2.1 hereof.

"Revolving Maturity Date" means the day before the first anniversary of the Closing Date.

"Schedule" means the schedule of exceptions attached hereto, if any.

"Subordinated Debt" means any debt incurred by Borrower that is subordinated to the debt owing by Borrower to Bank on terms acceptable to Bank (and identified as being such by Borrower and Bank).

"Subsidiary" means any corporation or partnership in which (i) any general partnership interest or (ii) more than 50% of the stock of which by the terms thereof ordinary voting power to elect the Board of Directors, managers or trustees of the entity shall, at the time as of which any determination is being made, be owned by Borrower, either directly or through an Affiliate.

"Total Liabilities" means at any date as of which the amount thereof shall be determined, all obligations that should, in accordance with GAAP be classified as liabilities on the consolidated balance sheet of Borrower, including in any event all Indebtedness, but specifically excluding Subordinated Debt.

Bank's discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Advances made under this Section 2.1 to Borrower's deposit account.

The Revolving Facility shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1 shall be immediately due and payable.

(a) Subject to the terms and conditions of this Agreement, Bank agrees to issue or cause to be issued letters of credit for the account of Borrower in an aggregate face amount not to exceed (i) the lesser of the Committed Line or the Borrowing Base minus (ii) the then outstanding principal balance of the Advances provided that the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) shall not in any case exceed One Million Dollars ($1,000,000). Each such letter of credit shall have an expiry date no later than 180 days after the Revolving Maturity Date provided that Borrower's letter of credit reimbursement obligation shall be secured by cash on terms acceptable to Bank at any time after the Revolving Maturity Date if the term of this Agreement is not extended by Bank. All such letters of credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank's form of application and letter of credit agreement. All amounts actually paid by Bank in respect of a letter of credit shall, when paid, constitute an Advance under this Agreement.

(b) The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and such Letters of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend and hold Bank harmless from any loss, cost, expense or liability, including, without limitation, reasonable attorneys' fees, arising out of or in connection with any letters of credit.

(a) Borrower may request that Bank issue a letter of credit payable in a currency other than United States Dollars. If a demand for payment is made under any such letter of credit, Bank shall treat such demand as an advance to Borrower of the equivalent of the amount thereof (plus cable charges) in United States currency at the then prevailing rate of exchange in San Francisco, California, for sales of that other currency for cable transfer to the country of which it is the currency.

(b) Upon the issuance of any letter of credit payable in a currency other than United States Dollars, Bank shall create a reserve under the Committed Line for letters of credit against fluctuations in currency exchange rates, in an amount equal to twenty percent (20%) of the face amount of such letter of credit. The amount of such reserve may be amended by Bank from time to time to account for fluctuations in the exchange rate. The availability of funds under the Committed Line shall be reduced by the amount of such reserve for so long as such letter of credit remains outstanding.

(a) At any time from the date hereof through September 18,1997 (the "Equipment Availability Date"), Borrower may from time to time request advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") from Bank in an aggregate

principal amount of up to One Million Five Hundred Thousand Dollars ($1,500,000). The Equipment Advances shall be in addition to funds available under the Committed Line. The initial Equipment Advance shall be One Million Dollars ($1,000,000) and shall be used to repay in full certain indebtedness owing to Merrill Lynch and to refinance existing Equipment. Such initial Equipment Advance shall be repaid in thirty-six equal monthly installments of principal, plus accrued interest, beginning October 17,1996. The entire principal balance of such initial Equipment Advance shall be due and payable on the third anniversary of the Closing Date. Subsequent Equipment Advances shall be used to purchase Equipment approved from time to time by Bank and shall not exceed one hundred percent (100%) of the cost of such Equipment, excluding installation expense, freight discounts, warranty charges and taxes.

(b) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable monthly on the seventeenth day of each month for each month through the Equipment Availability Date. The Equipment Advance or Equipment Advances that are outstanding on the Equipment Availability Date will be payable monthly on the seventeenth day of each month in thirty-six (36) equal installments of principal, plus accrued interest, beginning on October 17,1997, and continuing through the Maturity Date, when the entire principal amount and all unpaid interest shall be due and payable.

(a) subjects Bank to any tax with respect to payments of principal or interest or any other amounts payable hereunder by Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of Bank imposed by the United States of America or any political subdivision thereof);

(b) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, Bank; or

(c) imposes upon Bank any other condition with respect to its performance under this Agreement,

and the result of any of the foregoing is to increase the cost to Bank, reduce the income receivable by Bank or impose any expense upon Bank with respect to any loans, Bank shall notify Borrower thereof. Borrower shall have the option to pay off all amounts due under this Agreement or to pay to Bank the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by Bank of a statement of the amount and setting forth Bank's calculation thereof, all in reasonable detail, which statement shall be deemed true and correct absent manifest error. Notwithstanding anything to the contrary contained in this Section 2.6, Borrower shall not be obligated to indemnify or reimburse Bank for any reduction in Bank's rate of return on its capital as a consequence of Bank's obligations hereunder which arose or was incurred during or is otherwise attributable to any period of time more than 180 days prior to the date on which Bank delivered its written statement for indemnification or reimbursement for such reduction.

(a) this Agreement;

(b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;

(c) a collateral assignment and patent mortgage;

(d) financing statement (Form UCC-1);

(e) subordination agreements from certain Persons;

(f) insurance certificate;

(g) payment of the fees and Bank Expenses then due specified in
Section 2.5 hereof; and

(h) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

(a) timely receipt by Bank of the Payment/Advance Form as provided in Section 2.1; and

(b) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Advance as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would result from such Advance. Except as otherwise disclosed to Bank in writing, the making of each Advance shall be deemed to be a representation and warranty by Borrower on the date of such Advance as to the accuracy of the facts referred to in this Section 3.2(b), provided that nothing in the foregoing shall be construed to release the Borrower from any obligation to immediately notify Bank of any disclosures at any time.

Borrower represents and warrants as follows:

by the account debtor or as otherwise instructed by the account debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding of any account debtor that is included in any Borrowing Base Certificate as an Eligible Account.

Borrower covenants and agrees that, until payment in full of all outstanding Obligations, and for so long as Bank may have any commitment to make an Advance hereunder, Borrower shall do all of the following:

Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

(a) Borrower, at its expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and other property hazards and risks for which insurance is customarily obtained in Borrower's industry, and in such amounts, as ordinarily insured against by other owners in similar businesses conducted in the locations where Borrower's business is conducted on the date hereof. Borrower shall also maintain insurance relating to Borrower's ownership and use of the Collateral in amounts and of a type that are customary to businesses similar to Borrower's.

(b) All such policies of insurance shall be in such form, with such companies, and in such amounts as reasonably satisfactory to Bank. All such policies of property insurance shall contain a lender's loss payable endorsement, in a form satisfactory to Bank, showing Bank as an additional loss payee thereof and all liability insurance policies shall show the Bank as an additional insured, and shall specify that the insurer must give at least twenty
(20) days notice to Bank before canceling its policy for any reason. Upon Bank's request, Borrower shall deliver to Bank certified copies of such policies of insurance and evidence of the payments of all premiums therefor. All proceeds payable under any such policy shall, at the option of Bank, be payable to Bank to be applied on account of the Obligations.

Borrower covenants and agrees that, so long as any credit hereunder shall be available and until payment in full of the outstanding Obligations or for so long as Bank may have any commitment to make any Advances, Borrower will not do any of the following:

approve in writing, Borrower shall keep the Inventory only at the location set forth in Section 10 hereof and such other locations of which Borrower gives Bank prior written notice and as to which Borrower signs and files a financing statement where needed to perfect Bank's security interest.

Any one or more of the following events shall constitute an Event of Default by Borrower under this Agreement:

Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Borrower (provided that no Advances will be required to be made during such cure period);

(a) Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided that upon the occurrence of an Event of Default described in
Section 8.5 all Obligations shall become immediately due and payable without any action by Bank);

(b) Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement or under any other agreement between Borrower and Bank;

(c) Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Bank reasonably considers advisable;

(d) Without notice to or demand upon Borrower, make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral. Borrower agrees to assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate. Borrower authorizes Bank to enter the premises where the

Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank's determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of Borrower's owned premises, Borrower hereby grants Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank's rights or remedies provided herein, at law, in equity, or otherwise;

(e) Without notice to Borrower set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by Bank, or
(ii) indebtedness at any time owing to or for the credit or the account of Borrower held by Bank (provided Bank will give Borrower prompt notice that it has set off after taking such action);

(f) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral, and Bank shall have a right, solely pursuant to the provisions of this Section 9.1, to use, without charge, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank's exercise of its rights under this Section 9.1, Borrower's rights under all licenses and all franchise agreements shall inure to Bank's benefit;

(g) Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrower's premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate;

(h) Bank may credit bid and purchase at any public sale; and

(i) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower.

Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, or by telefacsimile to Borrower or to Bank, as the case may be, at its addresses set forth below:

If to Borrower:          Evolving Systems, Inc.
                         8000 E. Maplewood Ave.
                         Englewood, CO 80111
                         Attn: Douglas Kelsall
                         FAX: (303) 689-1399

                                       21

If to Bank:              Silicon Valley Bank
                         1731 Embarcadero Road, Suite 220
                         Palo Alto, CA 94303
                         Attn: Greg Becker
                         FAX: (415) 812-0640

The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law. Each of Borrower and Bank hereby submits to the non-exclusive jurisdiction of the state and Federal courts located in the County of Santa Clara, State of California. BORROWER AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLATM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLATMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

between the parties hereto with respect to the subject matter of this Agreement, if any, are merged into this Agreement and the Loan Documents.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

EVOLVING SYSTEMS, INC.

By: ___________________________________

Title: ________________________________

SILICON VALLEY BANK

By: ___________________________________

Title: ________________________________

The Collateral shall consist of all right, title and interest of Borrower in and to the following:

(a) All goods and equipment now owned or hereafter acquired, including, without limitation, all machinery, fixtures, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;

(b) All inventory, now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products including such inventory as is temporarily out of Borrower's custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Borrower's Books relating to any of the foregoing;

(c) All contract rights and general intangibles now owned or hereafter acquired, including, without limitation, goodwill, trademarks, servicemarks, trade styles, trade names, patents, patent applications, leases, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer discs, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind;

(d) All now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing to Borrower arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower's Books relating to any of the foregoing;

(e) All documents, cash, deposit accounts, securities, letters of credit, certificates of deposit, instruments and chattel paper now owned or hereafter acquired and Borrower's Books relating to the foregoing;

(f) All copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter acquired; all trade secret rights, including all rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; all mask work or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired; all claims for damages by way of any past, present and future infringement of any of the foregoing; and

(g) Any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof.

TO: CENTRAL CLIENT SERVICE DIVISION                    DATE: __________________

FAX#: (408) 496-2426                                   TIME: __________________


FROM: Evolving Systems, Inc.
      ------------------------------------------------------------------
                    CLIENT NAME (BORROWER)

FROM ACCOUNT #____________________        TO ACCOUNT #______________________

REQUESTED TRANSACTION TYPE                             REQUEST DOLLAR AMOUNT
----------------------------------------------------------------------------

PRINCIPAL INCREASE (ADVANCE)                 $_________________________________
PRINCIPAL PAYMENT (ONLY)                     $_________________________________
INTEREST PAYMENT (ONLY)                      $_________________________________
PRINCIPAL AND INTEREST (PAYMENT)             $_________________________________

All representations and warranties of Borrower stated in the Loan Agreement are true, correct and complete in all material respects as of the date of the telephone request for and Advance confirmed by this Borrowing Certificate; provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date.

__________________________________________      ________________________________
            Authorized Requester                            Phone #

__________________________________________      ________________________________
            Received By (Bank)                              Phone #

EXHIBIT C
BORROWING BASE CERTIFICATE

Borrower: Evolving Systems, Inc. Lender: Silicon Valley Bank

Commitment Account; $7,000,000

ACCOUNTS RECEIVABLE

1. Accounts Receivable Book Value as of ______ $______________
2. Additions (please explain on reverse) $______________
3. TOTAL ACCOUNTS RECEIVABLE $______________

     4.  Amounts over 90 days due             $________________
     5.  Balance of 50% over 90 day accounts  $________________
     6.  Concentration Limits                 $________________
     7.  Foreign Accounts                     $________________
     8.  Governmental Accounts                $________________
     9.  Contra Accounts                      $________________
     10.  Promotion or Demo Accounts          $________________
     11.  Intercompany/Employee Accounts      $________________
     12.  Other (please explain on reverse)   $________________
     13.  TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS                   $______________
     14.  Eligible Accounts (#3 minus #13)                       $______________
     15.  LOAN VALUE OF ACCOUNTS (80% of #14)                    $______________

BALANCES

     16.  Maximum Loan Amount                                    $______________
     17.  Total Funds Available [Lesser of #16 or #15]           $______________
     18.  Present balance owing on Line of Credit                $______________
     19.  RESERVE POSITION (#17 minus #18 and #19)               $______________

The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Loan and Security Agreement between the undersigned and Silicon Valley Bank.

COMMENTS:                                         BANK USE ONLY
                                                  -------------

                                                  Rec'd By:_________
____________________________________
                                                            Auth. Signer
                                                  Date:_____________
By: ________________________________
           Authorized Signer
                                                  Verified__________
                                                            Auth. Signer
                                                  Date:_____________

                                   EXHIBIT D
                            COMPLIANCE CERTIFICATE

TO:          SILICON VALLEY BANK

FROM:        EVOLVING SYSTEMS, INC.

      The undersigned authorized officer of Evolving Systems, Inc. hereby

certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the"Agreement"), (i) Borrower is in complete compliance for the period ending _________ with all required

covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

REPORTING COVENANT                REQUIRED                            COMPLIES
--------------------------------------------------------------------------------
Monthly financial statements       Monthly within30 days              Yes  No
Annual (CPA Audited)               FYE within 90 days                 Yes  No
A/R & A/P Agings                   Monthly within 20 days             Yes  No
A/R Audit                          Initial and Semi-Annual            Yes  No

FINANCIAL COVENANT                REQUIRED                  ACTUAL    COMPLIES
--------------------------------------------------------------------------------
Maintain on a Monthly Basis:
Minimum Quick Ratio'               0.95:1.0           _____:1.0       Yes  No
Minimum Tangible Net Worth         $11,000,000         $______        Yes  No
Maximum Debt/Tangible Net Worth    1.5:1.0             _____:1.0      Yes  No
Debt Service Coverage              1.5:1.0            _____:1.0       Yes  No

Profitability:  Quarterly          $1                 $____           Yes  No

/1/ Excludes unbilled A/R.
/2/ Plus 75% of equity.
/3/ 1.25 :1.0 for 9/30/96; 1.35:1.0 for 12/31/96.
/4/ Two quarterly losses of up to $500,000 per quarter permitted.

COMMENTS REGARDING EXCEPTIONS: See Attached.                BANK USE ONLY
                                                  Received by:__________________
Sincerely,                                                     Authorized Signer
                                                  Date:_________________________
____________________________________________
SIGNATURE                                         Verified:_____________________

____________________________________________
Authorized Signer

____________________________________________
TITLE                                             Date:________________________
____________________________________________

DATE Compliance Status: Yes No

Existing Indebtedness

Disclosed pursuant to subpart (b) of the definition of "Permitted Indebtedness" contained in Section 1.1 of the Loan Agreement.

A. Credit and Loan Agreements

1. Merrill Lynch Business Financial Services Inc. Term WCMA Loan and Security Agreement No. 9404340302, dated as of March 28, 1995. Outstanding principal balance $711,666 as of July 31, 1996. This loan will be paid off with the proceeds of the Silicon equipment loan.

2. Merrill Lynch Business Financial Services, Inc. WCMA Note, Loan and Security Agreement No. 431-07K36, dated October 26, 1992. Outstanding principal balance $1,649,370 as of July 31, 1996. This loan will be paid off at closing of the Silicon line. Borrower may borrow up to the lesser of the borrowing base or $8,000,000 under this facility.

The following letters of credit have been issued under the Merril1 Lynch credit facilities:

1. Irrevocable Standby Letter of Credit No. C7269677 dated March 1, 1995 issued by Bank of America Illinois in the amount of $246,323.00 for the benefit of One Southgate Corporation at the request of Evolving Systems, Inc. as applicant.

2. Irrevocable Standby Letter of Credit No. C7262868 dated November 18, 1994 issued by Bank of America Illinois in the amount of $500,000.00 for the benefit of Meridian Associates West at the request of Evolving Systems, Inc. as applicant.

These letters of credit will be replaced by letters of credit issued under the Silicon line.

3. Norwest Bank Colorado, National Association Loan Agreement, dated May 20, 1994. Outstanding principal balance $102,635 as of July 31, 1996.

4. Advance of tenant finish costs pursuant to the terms of the Sublease Agreement dated March 29, 1996 between Evolving Systems, Inc., as landlord, and IntelCom Group (U.S.A.), Inc., as subtenant for certain premises in the building located at 9777 Pyramid Court, Englewood, Colorado. The original amount advanced by ICG to pay for part of the costs of completing the tenant finish for the subleased premises was $850,000 (the "TF Deposit"). Over the term of the Sublease, the TF Deposit accrues interest at the rate of

8% per annum. At the conclusion of the term of the Sublease Agreement, which is scheduled for December 31, 1997, ESI is obligated to repay to ICG the TF Deposit, plus accrued interest, less (i) ICG's amortized share of the tenant finish costs for the Subleased Premises (based on a 72-month expected life for such tenant finish) and (ii) ICG's share of the operating expenses for the Subleased Premises over the term of the Sublease Agreement. Evolving Systems and ICG are in the process of negotiating an amendment to the Sublease Agreement, to reflect the parties' agreement regarding the repayment of the $850,000 as described above.

5. Senior Subordinated Notes in the aggregate principal amount of $6,500,000, dated May 31, 1996, payable to Morgan Stanley Venture Investors, L.P., Morgan Stanley Venture Capital Fund II, C.V., Morgan Stanley Venture Capital II, L.P., Information Associates, L.P., and Information Associates, C.V.

6. Owner Subordinated Notes in the aggregate outstanding principal amount of $5,183,625, payable to Tim Drummond, John Elmgren, Harry Fair, Wes Folsom, George Hallenbeck, David J. Molny, and Wayne Pulick.

7. Premium Finance Agreement with AICCO Inc. to finance premium payments for Borrower's property and liability insurance. The outstanding principal balance of the loan is $115,822.53 payable in nine monthly installments of $13,203.27

8. Premium Finance Agreement with AICCO Inc. to finance premium payments for Borrower's directors and officers liability insurance. The outstanding principal balance of the loan is $46,691.20 payable in nine monthly installments of $5,358.34 (including interest at an annual percentage rate of 7.82%).

B. Capital Equipment Lease Agreements:

1. AT&T Credit Corporation Master Equipment Lease Agreement No. J017742, dated December 16, 1994. This equipment lease is for telephone switches and related telephone and data network equipment. The outstanding principal balance of equipment financed under this lease was $1,754,350 as of July 31, 1996.

2. Anixer, Inc. Master Lease Agreement No. 0701 dated June 12, 1995. This equipment lease is for telephone and data network cabling and related equipment installed in leashold property. The outstanding balance of equipment financed under this lease was $551,651 as of July 31, 1996.

3. Colorado National Leasing, Inc. Equipment Lease No. 272900, dated November 30, 1994. This equipment lease is for office furniture and computer equipment and related software.

The outstanding principle balance of equipment financed under this lease was $2,787,191 as of July 31, 1996.

4. Norwest Equipment Finance, Inc. Master Lease, dated February 23, 1993. This equipment lease is for computer equipment and related software. The outstanding principal balance of equipment financed under this lease was $98,431 as of July 31, 1996.

5. IBM Credit Corporation Installment Payment Master Agreement No. HQ12291, dated March 2, 1992. This equipment lease is for computer equipment and related software. The outstanding principal balance of equipment financed under this lease was $882,305 as of July 31, 1996.

6. Bankers Leasing Associates Master Lease Agreement dated November 17, 1995. This equipment lease is for telephone and data network cabling and related equipment installed in leasehold property. The outstanding principal balance of equipment financed under this lease was $39,078 as of July 31, 1996.

7. Colorado Business Leasing Inc. Equipment Lease Agreement No. 000006-100 dated July 11, 1996. This equipment lease is for furniture and other equipment. The outstanding principal balance financed under this lease is $44,000 as of August 31, 1996. Borrower may borrow up to $250,000 under this facility.

C. Operating Leases

1. Seven (7) Order Agreements with Xerox Corporation for an aggregate of seven
(7) copier machines. The current aggregate monthly payment under these Order Agreements is $6,599.

2. Two (2) Equipment Leases with Canon Financial Services for an aggregate of three (3) Canon copier machines. The current aggregate monthly payments under these Equipment Leases is $1,751.

3. Alco Capital Equipment Lease for one (1) Canon Copier. The current monthly payment under this Equipment Lease is $516.

4. Sun Microsystems Finance Master Lease Agreement for various computer equipment including a SPARC classic workstation and a storage array and adaptor. The currently aggregate monthly payment under this Lease Agreement is $16,801.

5. Two (2) General Electric Capital Corporation Equipment Lease Agreements for an aggregate of 5 facsimile machines. The current aggregate monthly payment under this Equipment Lease is $762.

6. Ford Motor Credit Corporation Net (Closed End) Lease dated February 22, 1996 for a 1994 Ford E250 Van. The current monthly payment under this Lease is $433.

7. Technology Credit Corporation Master Lease Agreement, dated March 11, 1995 for various computer equipment and related software. The current aggregate monthly payment under this Lease Agreement is $37,718.

8. Hewlett-Packard Company Financing Agreement No. 4124-29759, dated July 1, 1994, Schedules 1-14 and 16-18 (as of December 31, 1995) for various computer equipment and related software. The current aggregate monthly payment under this Financing Agreement is $40,758.

D. Real Estate Leases

1. Premises Lease for 6285 Lookout Road, Suite 2000, Boulder, CO: Lease Agreement dated April 1, 1993 (the "Original Lease") between Neodata Services, Inc. ("Neodata"), as tenant, and Travelers Insurance Company ("Travelers") as Landlord. The Original Lease was supplemented by a Work Letter Agreement dated April 6, 1993 between Neodata and Travelers, and amended on November 29, 1993, by a First Amendment to Lease and Settlement Agreement entered into between Neodata and Travelers and an Agreement Re:
Commencement and Expiration Dates entered into between Neodata and Travelers (the "Neodata Amendments"). On December 7, 1994, KC Gunbarrel Place II LLC, a Colorado limited liability company, succeeded Travelers as Landlord under the Lease. Pursuant to the terms of an Assignment of Lease and Consent of Landlord dated April 7, 1995, Neodata assigned its interest in the Original Lease to ESI, and Landlord consented to the assignment. Thereafter, ESI and Landlord entered into a Second Amendment to Lease dated as of April 7, 1995. On April 8, 1996, ESI entered into a Sublease Agreement with SCC, Inc., pursuant to which ESI subleased to SCC approximately 50% of the leased premises at 6285 Lookout Road.

2. Premises Lease for 9777 Pyramid Court, Englewood, CO ("Meridian Property"):
Office Building Lease Agreement dated March 30, 1995 between the Company as tenant and Meridian Associates West, a Colorado general partnership as Landlord. On March 29, 1996, ESI entered into a Sublease Agreement with IntelCom Group (U.S.A.), Inc., pursuant to which ESI subleased to SCC approximately 38% of the leased premises at 9777 Pyramid Court.

3. Premises Lease for 8000 E. Maplewood Ave., Englewood, CO ("OP6 Property"):
Office Building Lease dated September 11, 1992, between the Company as tenant and CBIF VI, NO. 1, Co., a Colorado limited partnership, as landlord, as amended by a First Amendment to Office Lease dated March 4, 1993, a Second Amendment to Office Lease dated November 15, 1993, and a Waiver of Right of First Refusal dated May 5, 1993. On or about January 24, 1994, LAFP Denver, Inc. succeeded CBIF as landlord under the lease.

4. Premises Lease for 6892 S. Yosemite, Englewood, CO ("Southgate Property"):
One Southgate Office Building Lease dated February 16, 1995 between the Company as tenant

and One Southgate Corp., as landlord, as amended and supplemented by Estoppel and Commencement Date Certificate dated March 23, 1995.

E. Benefit Plans

1. Group Medical Expense Insurance (Policies 2173257-03 and 2173257-04) and Group Dental Insurance (Policy 2173257-01) included in Group Insurance Account No. 2173257 with Connecticut General Life Insurance Company dba CIGNA HealthCare, with an effective date of January 1, 1996, pursuant to which the Company is obligated to pay a monthly administrative charge in the approximate amount of $20,000 (based upon the number of employees enrolled) plus a payment on our maximum claim liability of approximately $62,000 per month (also based upon the number of employees enrolled).

2. The Company's outstanding obligation to fund the Company's 1995 contributions in the aggregate amount of $703,983, and to fund the Company's current and future contributions in accordance with terms of the Evolving Systems, Inc. Pension Plan and Trust Agreement effective May 1, 1996. This payment was made on September 15, 1996.

3. The Company's outstanding obligation to fund the Company's 1995 contributions in the aggregate amount of $586,257, and to fund future contributions in accordance with the terms of the Evolving Systems, Inc.
401(k) Plan and Trust Agreement effective May 1, 1996. (The Company is not contractually obligated to fund future contributions.) This payment was made on September 15, 1996.

F. Construction Contracts

1. Contract between Evolving Systems, Inc. and MacGregor/Wathen Construction Co., dated April 4, 1996, as amended, in the aggregate principal amount of $936,631.31 for 2nd Floor, Wings A & C tenant finish at the Meridian Property. Outstanding balance is $55,772.03 as of September 13, 1996.

2. Contract between Evolving Systems, Inc. and MacGregor/Wathen Construction Co., dated April 11, 1996, as amended, in the principal amount of $554,504.73 for 1st Floor, Wing A tenant finish at the Meridian Property. Outstanding balance is $135,519.73 as of September 13, 1996.

EXISTING INVESTMENTS

Disclosed pursuant to subpart (a) of the definition of "Permitted Investments" contained in Section 1.1 of the Loan Agreement.

None.

EXISTING LIENS

Disclosed pursuant to subpart (a) of the definition of "Permitted Liens" contained in Section 1.1 of the Loan Agreement.

A. Credit and Loan Agreements

The Company is a party to the following loan agreements, pursuant to which the Company has granted the lender(s) security interests in some or all of the assets of the Company:

1. Merrill Lynch Business Financial Services Inc. Term WCMA Loan and Security Agreement No. 9404340302, dated as of March 28, 1995. This loan is secured by a lien on the accounts receivable of the Company as well as a lien on all of the assets of the Company, which lien is subordinate to any purchase money security interests as well as security interests in any equipment and/or fixtures that are subject to a lease agreement.

2. Merrill Lynch Business Financial Services, Inc. WCMA Note, Loan and Security Agreement No. 431-07K36, dated October 26, 1992. This loan is secured by a lien on the accounts receivable of the Company as well as a lien on all of the assets of the Company, which lien is subordinate to any purchase money security interests as well as security interests in any equipment and/or fixtures that are subject to a lease agreement.

3. Norwest Bank Colorado, National Association Loan Agreement, dated May 20, 1994. This loan is secured by a lien on all assets purchased with the proceeds of the loan.

SCHEDULE 4.1 (GRANT OF SECURITY INTEREST)

The representation in Section 4.1 regarding the creation of a valid first priority lien in the Collateral is conditioned on the assumption that, concurrent with the Closing, Bank takes all of the actions legally necessary (including, without limitation, all filings) to perfect its security interest in Collateral.

The security interest referred to in Section 4.1 of the Loan Agreement is subordinate to the following:

1. All Existing Liens listed above.

2. All liens of the nature described in subparts (b), (c), and (d) of the definition of "Permitted Liens" set forth in Section 1.1 of the Loan Agreement.

3. The rights of IntelCom Group (U.S.A.), Inc. in and to the furniture and equipment leased to ICG pursuant to that certain Personal Property Lease Agreement dated as of March 29, 1996 between Evolving Systems, Inc. and ICG. The furniture and equipment was leased to ICG in connection with its sublease of space in the 9777 Pyramid Court building leased

by Evolving Systems, and such furniture and equipment may only be used in that subleased space.

SCHEDULE 5.3 (PRIOR ENCUMBRANCES)

1. Borrower possesses certain real and personal property pursuant to the terms of real estate, operating and capital leases. Borrower's representation and warranty under Section 5.3 with respect to this property is limited to Borrower's leasehold interest in the property, and is subject to the subleases described in the Existing Indebtedness section of this Schedule.

2. Borrower obtained registered trademarks on the letters "ESI" and its original logo. These trademarks do not guaranty Borrower's exclusive rights to the marks. It is possible that another party has common law rights to the marks that precede the rights of Borrow. Borrower's executive officers are not presently aware of any party claiming a prior interest in the marks.

SCHEDULE 5.6 (NAME)

None.

SCHEDULE 5.7 (LITIGATION)

Cable Placement Services, Inc. ("CPSI"), a former customer, filed a complaint in the District Court for the City and County of Denver in December of 1995. The suit alleged breach of contract, breach of warranty, negligence, fraud and negligent misrepresentation in connection with a $206,000 outbound dialer software system delivered by the Company. CPSI seeks an unspecified amount of direct and consequential damages in the suit.

The Company's errors and omissions insurance carrier accepted defense of the claims, subject to a reservation of rights as to the negligence, fraud and negligent misrepresentation claims. The insurance carrier retained counsel to represent the Company. The errors and omissions policy and an umbrella policy provide up to $5 million in coverage for applicable claims. The Company filed an answer denying all claims.

In April of this year, the District Court dismissed CPSI's fraud and negligent misrepresentation claims with prejudice. It dismissed the negligence claim without prejudice. The Company has fled a motion to eliminate CPSI's request for consequential damages and limiting the dollar amount of CPSI's claim to the contractual amount of $206,000.00. The court has delayed ruling on this motion until the completion of discovery.

The court set a trial for March of 1997. However, CPSI amended its complaint in September of 1996 to add Aspect Telecommunications, Inc. as a defendant to the action. This amendment will likely delay the trial date.

SCHEDULE 7.2 (CHANGE IN BUSINESS)

ESI is planning to discontinue its in house wiring services group. The wiring services group was responsible for installing voice and data wire in ESI facilities. Because ESI has no immediate plans to expand its facilities, the wiring group was no longer needed.

It appears that approximately a half dozen employees in the group are going to be hired by a new organization being formed by Harry Fair, a director and shareholder of ESI. Mr. Fair also plans to hire three or four other ESI administrative employees for the business. ESI will sell tools and supplies to Mr. Fair related to the wiring services to Mr. Fair's organization. The tools have a current value of approximately $50,000.

ESI will also enter into a services agreement with Mr. Fair's entity for the provision of wiring services to ESI on an as-needed basis.

SCHEDULE 7.3 (MERGERS OR ACQUISITIONS)

None.

SCHEDULE 12.1 (SUCCESSORS AND ASSIGNS)

None.

This Amendment No. 1 to Loan and Security Agreement (the "Amendment") is entered into as of April 28, 1997, by and between Silicon Valley Bank ("Bank") and Evolving Systems, Inc. ("Borrower").

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 18, 1996, (the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. Section 2.1.3(a) of the Agreement is amended in its entirety to read as follows:

"At any time from the date hereof through September 18, 1997 (the "Equipment Availability Date"), Borrower may from time to time request advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") from Bank in an aggregate principal amount of up to Two Million Five Hundred Thousand Dollars ($2,500,000). The Equipment Advances shall be in addition to funds available under the Committed Line. The initial Equipment Advance shall be One Million Dollars ($1,000,000) and shall be used to repay in full certain indebtedness owing to Merrill Lynch and to refinance existing Equipment. Such initial Equipment Advance shall be repaid in thirty-six equal monthly installments of principal, plus accrued interest, beginning October 17, 1996. The entire principal balance of such initial Equipment Advance shall be due and payable on the third anniversary of the Closing Date. Borrower may request additional Equipment Advances, provided that on the date of each Equipment Advance, Borrower shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that the requested Equipment Advances (A) shall be used to finance or refinance, as the case may be, Equipment, approved from time to time by Bank, and (B) shall not exceed one hundred percent (100%) of the cost of such Equipment, excluding any and all installation, freight or warranty expenses or sales taxes, and (C) that no more than $250,000 of the aggregate Equipment Advances may finance soft costs, such as costs for the licensing of software or leasehold improvements."

(a) Borrower shall have paid to Bank an amendment fee in an amount of Five Thousand Dollars ($5,000), payable upon the date hereof, plus all Bank Expenses incurred in connection with the preparation of this Amendment.

(b) Bank shall have received, in form and substance satisfactory to Bank:

(i) proof, in form and substance satisfactory to Bank, that as of March 31, 1997, Borrower is in compliance with Sections 6.8, 6.9, 6.10, 6.11, and 6.12 of the Agreement;

(ii) a certificate of the secretary of Borrower with respect to incumbency and resolutions authorizing the execution, delivery and performance of this Amendment, and confirming that copies of the Articles of Incorporation and ByLaws previously delivered to Bank have not been amended and remain in full force and effect; and

(iii) a copy of this Amendment duly executed by Borrower.

3. Borrower agrees, as of this date, that it has no defenses against the obligations to pay any amounts under the Indebtedness.

4. The address for notices to Borrower is as follows:

6892 South Yosemite Street
Englewood, CO 80112

5. Unless otherwise defined, all capitalized terms in this Amendment shall be as defined in the Agreement. Except as amended, the Agreement remains in full force and effect.

6. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment (except such representations and warranties to be expressly true as of a specific date), and that no Event of Default has occurred and is continuing. The parties confirm that the Agreement remains in full force and effect, notwithstanding that no Advances are outstanding as of the date of this Amendment.

7. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

EVOLVING SYSTEMS, INC.

By: ________________________________

Title: _____________________________

SILICON VALLEY

By: ________________________________

Title: _____________________________

This Amendment No. 2 to Loan and Security Agreement (the "Amendment") is entered into as of September 17, 1997, by and between Silicon Valley Bank ("Bank") and Evolving Systems, inc. ("Borrower").

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 18, 1996, as amended by that certain Amendment No. 1 to Loan and Security Agreement dated as of April 28, 1997 (the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

(a) The definition of Revolving Maturity Date is amended in its entirety to read as follows:

"Revolving Maturity Date means September 16, 1998."

(b) Section 2.1.3(a) of the Agreement is amended in its entirety to read as follows:

"At any time from the date hereof through September 17, 1998 (the "Equipment Availability Date"), Borrower may from time to time request advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") from Bank in an aggregate principal amount of up to One Million Five Hundred Thousand Dollars ($1,500,000). The Equipment Advances shall be in addition to funds available under the Committed Line. The Equipment Advance shall be repaid in thirty-six equal monthly installments of principal, plus accrued interest, beginning October 17, 1998. The entire principal balance of such initial Equipment Advance shall be due and payable on September 17, 2000. As a condition to each Equipment Advance, Borrower shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that the requested Equipment Advances (A) shall be used to finance or refinance, as the case may be, Equipment, approved from time to time by Bank, and (B) shall not exceed one hundred percent (100%) of the cost of such Equipment, excluding any and all installation, freight or warranty expenses or sales taxes, and (C) that no more than twenty-five percent (25%) of the aggregate Equipment Advances may finance soft costs, such as costs for the licensing of software or leasehold improvements."

(c) Section 2.3(a) of the Agreement is amended in its entirety as follows:

(d) Section 6.3(b) of the Agreement is amended in part to read as follows:

"(b) as soon as available, but in any event within one hundred twenty
(120) days after the end of Borrower's fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank;"

(e) Section 6.3 is further amended by replacing "six (6)" in the last sentence with "twelve (12)".

(f) Section 6.8 of the Agreement is amended in its entirety as follows:

(g) Section 6.12 of the Agreement is amended in its entirety as follows:

(h) The Compliance Certificate, attached to the Agreement as Exhibit D, is hereby replaced in its entirety with Exhibit D attached hereto.

(a) Borrower shall have paid to Bank a loan fee payment in an amount of Twenty-Five Thousand Dollars ($25,000), payable upon the date hereof.

(b) Bank shall have received, in form and substance satisfactory to Bank:

(i) a certificate of the secretary of Borrower with respect to incumbency and resolutions authorizing the execution, delivery and performance of this Amendment, and confirming that copies of the Articles of Incorporation and ByLaws previously delivered to Bank have not been amended and remain in full force and effect; and

(ii) a copy of this Amendment duly executed by Borrower.

3. Borrower agrees, as of this date, that it has no defenses against the obligations to pay any amounts under the Indebtedness.

4. Unless otherwise defined, all capitalized terms in this Amendment shall be as defined in the Agreement. Except as amended, the Agreement remains in full force and effect.

5. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment (except such representations and warranties to be expressly true as of a specific date), and that no Event of Default has occurred and is continuing. The parties confirm that the Agreement remains in full force and effect, notwithstanding that no Advances are outstanding as of the date of this Amendment.

6. This Amendment may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

EVOLVING SYSTEMS, INC.

By:__________________________________________

Title:_______________________________________

SILICON VALLEY BANK

By:__________________________________________

Title:_______________________________________

This Amendment No. 3 to Loan and Security Agreement (the "Amendment") is entered into as of December 16, 1997, by and between Silicon Valley Bank ("Bank") and Evolving Systems, Inc. ("Borrower").

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 18, 1996, as amended by that certain Amendment No. 1 to Loan and Security Agreement dated as of April 28, 1997, and as amended by that certain Amendment No. 2 to Loan and Security Agreement dated as of September 17, 1997 (the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. Bank waives Borrower's obligations to comply with sections 6.11 and 6.12 of the Agreement as of March 31, 1997 as well as section 6.12 of the Agreement as of June 30, 1997. Such waiver does not constitute a waiver of (i) of compliance with those sections as of any other date, (ii) of any other failure by Borrower to comply with the Agreement or any other Events of Default, now existing or hereafter arising, or (iii) Bank's right to require compliance at all times with the terms and conditions of the Agreement. Bank reserves all rights under the Agreement and under applicable law.

(a) The definition of Committed Line is amended in its entirety to read as follows:

"Committed Line" means Ten Million Dollars ($10,000,000).

(b) Subsection (i) of the definition of "Eligible Accounts" is amended in its entirety to read as follows:

"(i) Accounts with respect to an account debtor, including Subsidiaries and Affiliates, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank, provided that the concentration limit shall be forty percent (40%) for each of AT&T, Lucent, Lockheed Martin, GTE, Sprint, Bell-South, Pacific Bell and Southwesten Bell."

(c) Section 7.9 is hereby amended in its entirety to read as follows:

to the further conditions precedent that:

(a) Borrower shall have paid to Bank a loan fee payment in an amount of Ten Thousand Dollars ($10,000) and an amount equal to the Bank Expenses incurred in the preparation of this Amendment, payable upon the date hereof.

(b) Bank shall have received, in form and substance satisfactory to Bank:

(i) a certificate of the secretary of Borrower with respect to incumbency and resolutions authorizing the execution, delivery and performance of this Amendment, and confirming that copies of the Articles of Incorporation and ByLaws previously delivered to Bank have not been amended and remain in full force and effect; and

(ii) a copy of this Amendment duly executed by Borrower.

(c) Bank, in its sole discretion, shall have approved the form and substance of this Amendment.

4. Borrower agrees, as of this date, that it has no defenses against the obligations to pay any amounts under the Indebtedness.

5. Unless otherwise defined, all capitalized terms in this Amendment shall be as defined in the Agreement. Except as amended, the Agreement remains in full force and effect.

6. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment (except such representations and warranties to be expressly true as of a specific date), and that no Event of Default has occurred and is continuing. The parties confirm that the Agreement remains in full force and effect, notwithstanding that no Advances are outstanding as of the date of this Amendment.

7. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

EVOLVING SYSTEMS, INC.

By:_________________________________

Title:______________________________

SILICON VALLEY BANK

By:_________________________________

Title:______________________________

EXHIBIT 10.9

This Collateral Assignment, Patent Mortgage and Security Agreement is made as of September 18, 1996, by and between Evolving Systems, Inc. ("Assignor") and SILICON VALLEY BANK, ("Assignee").

A. Assignee has agreed to lend to Assignor certain funds (the "Loan"), and Assignor desires to borrow such funds from Assignee pursuant to the terms of a Loan and Security Agreement of even date herewith (the "Loan Agreement").

B. In order to induce Assignee to make the Loan, Assignor has agreed to assign certain intangible property to Assignee for purposes of securing the obligations of Assignor to Assignee

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

(b) Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;

(c) Any and all design rights which may be available to Assignor now or hereafter existing, created, acquired or held;

(f) Any and all claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;

(g) All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights and;

(h) All amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; and

(i) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

Assignee acknowledges that Assignor may create works for hire or assign the intellectual property rights to certain software created by Assignor to its customers. Nothing in this Agreement shall prevent Assignor from producing software owned by its customers. In no event shall Assignee own any security interest, mortgage, or other interest in or to any intellectual property rights created by Borrower which contractually or legally are or will become the property of a customer of Borrower.

THE INTEREST IN THE COLLATERAL BEING ASSIGNED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT, BUT AS A CONTINGENT ASSIGNMENT TO SECURE ASSIGNOR'S OBLIGATIONS TO ASSIGNEE UNDER THE LOAN AGREEMENT.

(a) Assignor is now the sole owner of the Collateral, except for non- exclusive licenses granted by Assignor to its customers and agreements with customers to share royalties in the ordinary course of business;

(b) Performance of this Assignment does not conflict with or result in a breach of any agreement to which Assignor is party or by which Assignor is bound, except to the extent that certain intellectual property agreements prohibit the assignment of the rights thereunder to a third party without the licensor's or other party's consent and this Assignment constitutes an assignment;

(c) During the term of this Assignment, Assignor will not transfer or otherwise encumber any interest in the Collateral, except for non-exclusive licenses granted by Assignor in the ordinary course of business or as set forth in this Assignment;

(d) To its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Collateral violates the rights of any third party;

(e) Assignor shall promptly advise Assignee of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Assignor in or to any Trademark, Patent or Copyright not specified in this Assignment;

(f) Assignor shall not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Assignee, which shall not be unreasonably withheld, unless Assignor determines that reasonable business practices suggest that abandonment is appropriate;

(g) To the extent required in the Loan Agreement, Assignor shall promptly register the most recent version of any of Assignor's Copyrights, if not so already registered, and shall, from time to time, execute and file such other instruments, and take such further actions as Assignee may reasonably request from time to time to perfect or continue the perfection of Assignee's interest in the Collateral;

(h) None of the Collateral is presently subject to any security interest or mortgage granted by Borrower;

(i) To its knowledge, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required for the grant by Assignor of the security interest granted hereby or for the execution, delivery or performance of this Assignment by Assignor in the U.S.

(j) All information heretofore, herein or hereafter supplied to Assignee by or on behalf of Assignor with respect to the Collateral is accurate and complete in all material respects.

(k) Assignor shall not enter into any agreement that would materially impair or conflict with Assignor's obligations hereunder without Assignee's prior written consent, which consent shall not be unreasonably withheld. Assignee agrees that non-exclusive licenses of the Collateral and royalty sharing agreements with customers of Assignor shall not be deemed to materially impair or conflict with Assignor's obligations under this Agreement. Assignor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Assignor's rights and interests in any property included within the definition of the Collateral acquired under such contracts, except that certain contracts may contain anti-assignment provisions that could in effect prohibit the creation of a security interest in such contracts.

(l) Upon any executive officer of Assignor obtaining actual knowledge thereof, Assignor will promptly notify Assignee in writing of any event that materially adversely affects the value of any Collateral, the ability of Assignor to dispose of any Collateral or the rights and remedies of Assignee in relation thereto, including the levy of any legal process against any of the Collateral.

(a) On a continuing basis, Assignor will make, execute, acknowledge and deliver, and file and record in the proper filing and recording places in the United States, all such instruments, including appropriate financing and continuation statements and collateral agreements and filings with the United States Patent and Trademark Office and the Register of Copyrights as Assignor deems to

be necessary and advisable to protect ownership of the Collateral, and take all such action as may reasonably be deemed necessary or advisable, or as requested by Assignee, to perfect Assignee's security interest in all Copyrights, Patents and Trademarks and otherwise to carry out the intent and purposes of this Collateral Assignment, or for assuring and confirming to Assignee the grant or perfection of a security interest in all Collateral.

(b) Assignor hereby irrevocably appoints Assignee as Assignor's attorney-in-fact, with full authority in the place and stead of Assignor and in the name of Assignor, from time to time in Assignee's discretion, to take the following actions and to execute the following instruments as Assignee may deem necessary or advisable to accomplish the purposes of this Collateral Assignment,
(i) to modify, in its sole discretion, this Collateral Assignment without first obtaining Assignor's approval of or signature to such modification by amending Exhibit A, Exhibit B and Exhibit C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Assignor after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Assignor no longer has or claims any right, title or interest, (ii) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Assignor where permitted by law and (iii) after the occurrence of an Event of Default, to transfer the Collateral into the name of Bank or a third party to the extent permitted under the California Uniform Commercial Code.

(a) An Event of Default occurs under the Loan Agreement; or

(b) Assignor breaches any warranty or agreement made by Assignor in this Assignment and fails to cure such breach within thirty (30) days of the occurrence of such breach.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the day and year first above written.

6892 S. Yosemite Street            EVOLVING SYSTEMS, INC.
Englewood, CO 80112

Attn:  Chief Financial Office      By:
                                   Title:

Address of Assignee:               ASSIGNEE:

1731 Embarcadero Road, Suite 220   SILICON VALLEY BANK
Palo Alto, CA 94303

Attn:  Greg Becker                 By:
                                   Title:

                                  Copyrights

                                  Registration/                  Registration
                                  Application                    Application
Description                       Number                         Date
-----------                       ------                         ----
None registered

                                    Patents

                                   Registration/                 Registration
                                   Application                   Application
Description                        Number                        Date
-----------                        ------                        ----
None registered

                      Registration/     Registration/
                      Application       Application
Description           Number            Date
-----------           ------            ----
ESI logo (SM)         1,848,371         Aug. 2, 1994

ESI initials (SM)     1,848,372         Aug. 2, 1994

ESI Environment       Not registered

VDIS                  Not registered

Checker               Not registered

Checknet              Not registered

Pilot Plus            Not registered

BACE                  Not registered

This Amendment No. 1 to Collateral Assignment, Patent Mortgage and Security Agreement (the "Amendment") is entered into as of December 16, 1997, by and between Silicon Valley Bank ("Bank") and Evolving Systems, Inc. ("Borrower").

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 18, 1996, as amended from time to time (the "Loan Agreement"). Borrower and Bank propose to enter into an Amendment to Loan and Security Agreement dated as of the date hereof (the "Loan Amendment"). Borrower previously executed for the benefit of Bank a Collateral Assignment, Patent Mortgage and Security Agreement (the "Collateral Assignment").

NOW, THEREFORE, the parties agree as follows:

1. As of the date of this Amendment, Exhibits A, B and C to the Collateral Assignment hereby deleted in their entirety and replaced with Exhibits A, B and C attached to this Amendment.

2. Unless otherwise defined, all capitalized terms in this Amendment shall be as defined in the Collateral Assignment. Except as amended, the Collateral Assignment remains in full force and effect.

3. This Amendment may be executed in two or more counterparts, each of which, deemed an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

EVOLVING SYSTEMS, INC.

BY:_____________________________

Title:__________________________

SILICON VALLEY BANK

BY:_____________________________

Title:__________________________

                                       Registration/              Registration
                                       Application                Application
Description                            Number                     Date
-----------                            ------                     ----
None registered

                                                         Registration/               Registration
                                                         Application                 Application
Description                                              Number                      Date
-----------                                              ------                      ----
Predictive Dialer Pacing System                                                      04/26/94

Systems and Methods for Providing Service
Mediation Between Regional Service Management
Systems and Local Element Management Systems
For Number Portability (Provisional Application             60/033,422
for NumberManager)                                        (Provisional)              12/24/96

Systems and Methods for Providing Order Mediation
Between Existing Information Systems and Regional
Service Management Systems for Number Portability           60/033,423
(Provisional Application for OrderPath)                   (Provisional)              12/24/96

Systems and Methods for Providing Network Element
Management Functionality for Managing and
Provisioining Network Elements Associated with
Number Portability                                          60/033,421
(Provisional Application for Nodemaster)                  (Provisional)              12/24/96

Systems and Methods for Providing Order and Service
Mediation for Telecommunications Systems
(Application for NumberManager and OrderPath
combined)                                                   08/906,751               08/06/97

Systems and Methods for Providing Network Element
Management Functionality for Managing and Provisioning
Network Elements
(Application for NodeMaster)                                08/907,323               08/06/97

Inproved Telecommuncations Systems and Methods              60/046,240
(Provisional Application for 21st Century Operational     (Provisional)              05/12/97
Support Systems or OSS)

                                                      Registration/                   Registration/
                                                      Application                     Application
Description                                           Number                          Date
-----------                                           ------                          ----
ESI Environment                                       Not registered

VDIS                                                  Not registered

Checker                                               Not registered

Checknet                                              Not registered

Pilot Plus                                            Not registered

BACE                                                  Not registered

APEX Environment                                      Not registered

US FILINGS

ESI "Bullet" Logo (SM)                                1,848,371                       08/02/94

ESI initials (SM)                                     1,848,372                       08/02/94

Evolving Systems, Inc. Trade Name Registration
(State of Colorado)                                   L22-77953-000                   01/01/96

Evolving Systems (Class 9)                            75/193,976                      11/06/96

Evolving Systems and Design (bullet and block)        75/193,977                      11/06/96
(subsequently abandoned)

Bullet and Block Design                               75/194,261                      11/06/96
(subsequently abandoned)

OrderPath                                             75/217,683                      12/23/96

NumberManager                                         75/217,681                      12/23/96

NodeMaster                                            75/217,682                      12/23/96

Evolving Systems (Class 42)                           75/292,405                      05/15/97

Evolving Systems and Design (evolving triangle)       75,284,808                      05/01/97

Evolving Systems  CTM                                 75,217,682

What Your World Is Coming To                          75/264,673                      03/25/97

What The World Of Telecom Is Coming To                75/264,673                      05/16/97

Evolving Systems                                   European
                                                   Economic Community
                                                   No. 00385856                       12/16/96

Evolving Systems                                   Canada
                                                   No. 848669                         06/20/97

Evolving Systems and Design (evolving triangle)    Canada
                                                   No. 848668                         06/20/97

What The World Of Telecom Is Coming To             Canada
                                                   No. 848673                         06/20/97

OrderPath                                          Canada
                                                   No. 848670                         06/20/97

NumberManager                                      Canada
                                                   No. 848672                         06/20/97

NodeMaster                                         Canada
                                                   No. 848671                         06/20/97

/s/ PRICE WATERHOUSE LLP

PRICE WATERHOUSE LLP

Boulder, Colorado


March 5, 1998

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Denver, Colorado
March 5, 1998