8-K

   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                           --------------------------

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): September 27, 2001



                            RAINING DATA CORPORATION
             (Exact Name of Registrant as Specified in its Charter)



                                    DELAWARE
                         (State or Other Jurisdiction of
                                 Incorporation)



                   000-16449                                94-3046892
           (Commission File Number)                      (I.R.S. Employer
                                                        Identification No.)


             17500 CARTWRIGHT ROAD
              IRVINE, CALIFORNIA                               92614
     (Address of Principal Executive Offices)               (Zip Code)


                                 (949) 442-4400
                         (Registrant's Telephone Number,
                              Including Area Code)

   2

ITEM 5. OTHER EVENTS.

     Raining Data Corporation (the "Company") entered into a Common Stock
Purchase Agreement-2001, dated as of September 27, 2001, with Astoria Capital
Partners, L.P. ("Astoria") pursuant to which the Company received an aggregate
of $2.2 million in consideration for 1,760,000 shares of the Company's common
stock at a price of $1.25 per share.

     As part of the private placement transaction, the Company also entered into
a Registration Rights Agreement, dated as of September 27, 2001, with Astoria
pursuant to which the Company agreed to prepare and file with the Securities and
Exchange Commission, by December 27, 2001, a registration statement for the
resale of the common stock acquired by Astoria pursuant to the Common Stock
Purchase Agreement-2001. The Company also agreed to use its commercially
reasonable efforts to cause the registration statement to be declared effective
as soon as practicable after the registration statement is filed with the SEC.
Additionally, the Company agreed to keep the registration statement effective
until the earlier of (A) the date on which all of the common stock issued to
Astoria has been sold and no further shares of common stock may be issued in the
future, (B) the date on which all of the common stock issued to Astoria (in the
opinion of Astoria's counsel) may be immediately sold without registration and
without limitation as to volume by Astoria as to the number of shares to be
sold, pursuant to Rule 144 or otherwise, or (C) September 27, 2005; plus the
number of days equal to the period or periods of delay or suspension of the
registration statement as provided more fully in the Registration Rights
Agreement.

     The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the Common Stock Purchase Agreement-2001 and the
Registration Rights Agreement, copies of which are attached hereto as Exhibits
10.1 and 10.2, respectively, and are incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits.

Exhibit No.         Description
-----------         -----------

   10.1             Common Stock Purchase Agreement-2001, dated as of September
                    27, 2001, among Raining Data Corporation and Astoria Capital
                    Partners, L.P.

   10.2             Registration Rights Agreement, dated as of September 27,
                    2001, by and among Raining Data Corporation and Astoria
                    Capital Partners, L.P.

   3

                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                  RAINING DATA CORPORATION


Date: September 28, 2001                          By: /s/ Scott K. Anderson, Jr.
                                                      --------------------------
                                                          Scott K. Anderson, Jr.
                                                          Vice President -
                                                          Finance, Treasurer
                                                          and Secretary

   4

                                  EXHIBIT INDEX


EXHIBIT NO.         DESCRIPTION
-----------         -----------

   10.1             Common Stock Purchase Agreement-2001, dated as of September
                    27, 2001, among Raining Data Corporation and Astoria Capital
                    Partners, L.P.

   10.2             Registration Rights Agreement, dated as of September 27,
                    2001, by and among Raining Data Corporation and Astoria
                    Capital Partners, L.P.

EX-10.1

   1

                                                                    EXHIBIT 10.1


                            RAINING DATA CORPORATION

                     COMMON STOCK PURCHASE AGREEMENT - 2001


     This Agreement is made as of September 27, 2001 (the "Effective Date")
among RAINING DATA CORPORATION, a Delaware corporation (the "Company"), and
ASTORIA CAPITAL PARTNERS, L.P., a California limited partnership (the
"Purchaser").

     In consideration of the mutual promises and representations and warranties
of the parties hereto and other good and valuable consideration, receipt of
which is acknowledged, the parties hereto agree as follows:

     1.   AUTHORIZATION AND SALE OF COMMON STOCK.

     (a)  Authorization. The Company will authorize the sale and issuance of One
Million Seven Hundred Sixty Thousand (1,760,000) shares of its Common Stock,
$0.10 par value ("Common Stock"), having the rights, privileges and preferences
as set forth in the Restated Certificate of Incorporation of the Company.

     (b)  Sale of the Shares. Subject to the terms and conditions hereof, the
Company will issue and sell to the Purchaser, and the Purchaser will buy from
the Company, One Million Seven Hundred Sixty Thousand (1,760,000) shares of its
Common Stock (the "Shares") at a price of One Dollar Twenty-Five Cents ($1.25)
per share for an aggregate purchase price of Two Million Two Hundred Thousand
Dollars ($2,200,000)(the "Purchase Price").

     2.   CLOSING DATES; DELIVERY.

     (a)  Closing Date. The closing of the purchase and sale of the Shares
hereunder shall be held at the offices of the Company, 17500 Cartwright Road,
Irvine, California 92614-5846 at 2 p.m. local time on September 27, 2001 (the
"Closing") or as soon thereafter as the conditions to the Closing set forth in
Sections 5 and 6 have been satisfied or waived or at such other time and place
upon which the Company and the Purchaser shall agree (the "Closing Date").

     (b)  Delivery. As of the Closing, the Company shall issue irrevocable
instructions to its transfer agent to cause the issuance to the Purchaser of a
duly executed stock certificate or certificates evidencing the Shares registered
in the Purchaser's name as set forth above, representing the number of Shares
designated in Section 1(b) to be purchased by the Purchaser; for delivery to:
ABN Amro Securities,


                                       1
   2

LLC, 350 Park Avenue, 3d Floor, New York, New York 10022; and the Company shall
exercise all best efforts to cause such stock certificate to be issued as soon
as possible.

     (c)  Payment of Purchase Price. Purchaser shall pay the full amount of the
Purchase Price at the Closing by wire transfer pursuant to the instructions of
the Company.

     3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     Except as specifically set forth in any disclosure schedule provided by the
Company and attached hereto (the "Disclosure Schedule"), the parts of which are
numbered to correspond to the Section numbers of this Agreement, the Company
hereby represents and warrants to the Purchaser as follows:

     (a)  Organization and Standing. The Company is a corporation duly organized
validly existing and in good standing in the state or jurisdiction of its
incorporation and is qualified to do business in the State of California. The
Company and each of its subsidiaries in the United States and the United Kingdom
has the requisite corporate power and authority to own and operate its
properties and assets, and to carry on its business as presently conducted.

     (b)  Authority. The execution, delivery and performance by the Company of
this Agreement and the Registration Rights Agreement (as defined below) and all
other agreements or instruments related thereto have been duly authorized by all
necessary action on the part of the Company and its board of directors. The
Company has all right, power and authority to enter into, execute and deliver
this Agreement and the Registration Rights Agreement and to consummate the
transactions contemplated hereby with the Purchaser, and this Agreement and said
Registration Rights Agreement, once executed by the Company and the Purchaser,
will constitute the legally binding valid obligations of the Company enforceable
in accordance with its terms, such enforceability being subject only to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief or other
equitable remedies.

     (c)  Capitalization.

          (i) On December 1, 2000 a Certificate of Merger was filed with the
Delaware Secretary of State effecting the merger transaction between the
Company, Raining Merger Sub, Inc. and PickAx, Inc. (the "Pick Merger") pursuant
to the terms and conditions of that certain Agreement and Plan of Merger between
said parties and Gilbert Figueroa dated as of August 23, 2000 as amended
(attached as an Exhibit to the Merger Proxy Statement (as hereinafter defined)
provided to the Purchaser hereunder). Pursuant to the Pick Merger, the Company
acquired all of the capital stock of PickAx,


                                       2
   3

Inc., a Delaware corporation, and the Company changed its name to Raining Data
Corporation.

          (ii) As of the Effective Date the authorized capital stock of the
Company consists of 30,000,000 shares of Common Stock, of which 16,019,546
shares were issued and outstanding as of June 28, 2001; and 300,000 shares of
Series A Convertible Preferred Stock ("Preferred Stock"), all of which are
issued and outstanding. Such shares do not include the issuance or assumption or
exercise of any outstanding options or warrants to purchase capital stock of the
Company as of the Effective Date or the Closing Date.

          (iii) The outstanding shares of Common Stock and Preferred Stock have
been duly authorized and validly issued, and are fully paid and nonassessable
and were issued in compliance with applicable federal and state securities laws,
subject to the reliance of the Company on representations made by the purchasers
thereof. The Preferred Stock has the rights, preferences, privileges and
restrictions set forth in the current Certificate Of Designations of Series A
Convertible Preferred Stock of Raining Data Corporation filed with Delaware
Secretary of State.

          (iv) There are no options, warrants, conversions, privileges or other
contractual rights presently outstanding to purchase or otherwise acquire any
shares of the stock or other securities of the Company, except for (1) stock
options granted to employees, directors and contractors of the Company or its
subsidiaries; (2) warrants or stock options granted or assumed in connection
with the December 1, 2000 merger with PickAx, Inc.; (3) warrants or other stock
rights held by the Purchaser or its affiliates; and (4) a de minimis amount
which may be unaccountable due to past record keeping practices.

     (d)  Shares. The Shares, when issued in compliance with the provisions of
this Agreement, will be validly issued (including without limitation, issued in
compliance with applicable state and federal securities laws), fully paid and
nonassessable and will have the rights, preferences and privileges described in
the Certificate; and the Shares shall be free of any liens or encumbrances,
other than any liens or encumbrances created by or imposed upon the holders
thereof through no action of the Company; provided however that the Shares will
be subject to restrictions on transfer under federal and securities laws and the
terms and conditions of this Agreement and the Registration Rights Agreement,
including but not limited to the representations and warranties of the Purchaser
being relied upon by the Company hereunder as the basis for federal and state
securities law exemptions.

     (e)  Subsidiaries. As of the Effective Date, the Company owns all
outstanding capital stock of Omnis Software, Inc., a California corporation,
Omnis Holdings Limited, a corporation organized under the laws of England, Omnis
Software


                                       3
   4

Limited, a corporation organized under the laws of England, Omnis Holdings UK, a
corporation organized under the laws of England; Omnis Software GmbH, a
corporation organized under the laws of Germany; and PickAx, Inc., a Delaware
corporation.

     (f)  Financial Statements. The Company has delivered to the Purchaser (i)
the audited consolidated balance sheet of the Company as of March 31, 2001, and
the related audited statements of operations, changes in stockholder's equity
and cash flows of the Company for the fiscal year ended March 31, 2001, together
with the notes thereto and the report and certification of auditor relating
thereto; and (ii) the unaudited consolidated balance sheet of the Company as of
June 30, 2001 and the unaudited statements of operations, changes in
stockholder's equity and cash flows of the Company as of June 30, 2001 for the
three (3) months then ended, together with the notes thereto; all as part of the
SEC Filings provided to the Purchaser hereunder (collectively the "Financial
Statements"). The Financial Statements are complete and correct in all material
respects and accurately set out and describe in all material respects the
financial condition and operating results of the Company as of the dates, and
during the periods, indicated therein.

     (g)  Reports. The Company has delivered to the Purchaser copies of the
Annual Report on Form 10-KSB for the fiscal year ended March 31, 2001 as filed
with the Securities and Exchange Commission (the "SEC"), without exhibits; and
the Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 as filed
with the SEC (collectively "SEC Filings"). Such SEC Filings complied at the time
they were filed in all material respects with applicable requirements of the
Securities Act and the Exchange Act and the rules and regulations thereunder.
Since June 30, 2001 there has not been any material change in the assets,
liabilities, condition (financial or otherwise) or results of operations of the
Company except (i) changes in the ordinary course of business, none of which has
had or is expected to have a material adverse effect on such assets,
liabilities, conditions or result of operations; and (ii) a severe shortage of
current working capital for the Company and its affiliates necessitating this
transaction with the Purchaser.

     (h)  No Conflict. The execution and delivery of the Agreement and the
consummation of the transactions contemplated hereby with the Purchaser will not
materially conflict with or result in any violation of, or default, or give rise
to a right of termination, cancellation or acceleration of any obligation or to
a loss of a material benefit under any provision of the Certificate or bylaws of
the Company or any legally enforceable contract or agreement between the Company
and any third person or entity (including the accelerated vesting of stock
options material to the Company) or any judgment, order, decree, statute, law,
ordinance, rule or regulation known to and applicable to the Company or its
properties or assets, subject to federal and state securities laws; and the
Company is not a party to any outstanding agreement which material obligation or
agreement is inconsistent with this Agreement; provided further


                                       4
   5

that the consummation of the contemplated transactions will result in
adjustments of rights under the antidilution provisions of certain warrants
issued by the Company in the PickAx merger and certain warrants or other rights
held by the Purchaser.

     (i)  Governmental Consents. No consent, approval, order or authorization
of, or registration, designation, declaration or filing with, any local, state
or federal governmental authority on the part of the Company is required in
connection with the Company's valid execution and delivery of this Agreement, or
the offer, sale or issuance of the Shares or the consummation of any other
transaction with the Purchaser contemplated hereby, except the filing of a Form
D notice under Regulation D under the Securities Act of 1933, as amended (the
"Securities Act"), and any other post-sale filings required by applicable state
securities laws. The offer, sale and issuance of the Shares in conformity with
the terms of this Agreement are exempt from the registration requirements of
Section 5 of the Securities Act and from the qualification requirements of
applicable state securities laws, assuming the accuracy of the representations
and warranties of the Purchaser as set forth in Section 4 of this Agreement.

     (j)  Litigation. To the knowledge of the Company, there is no action,
proceeding or investigation pending or threatened, or any basis therefor known
to the Company, that questions the validity of this Agreement, or the right of
the Company to enter into, or to consummate the transactions with Purchaser
contemplated hereby, or which might result, either individually or in the
aggregate, in any material adverse change in the assets, condition, affairs or
prospects of the Company, financially or otherwise, or any material change in
the current equity ownership of the Company. The Company (a) is not a party to
any such lawsuit or similar action or proceeding, (b) is not a party to or
subject to any order, writ, injunction, judgment or decree of any court or
government agency or instrumentality in such connection, and (c) does not intend
to initiate any such action, suit, proceeding or investigation.

     (k)  Adverse Effects. There is no fact within the knowledge of the Company
as of the Closing Date (other than publicly known facts relating to political or
economic matters of general applicability that may adversely affect all
comparable entities) that will have a material adverse effect on the Company's
business, condition, assets, liabilities, operations, financial performance, net
income or prospects or on the ability of the Company to comply with or perform
any covenant or obligation under this Agreement; subject however to the risk
factors and disclosures set forth in the SEC Filings.

     (l)  Full Disclosure. The representations and warranties of the Company
contained in this Agreement do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements contained herein or therein in light of the circumstances under which
they were made not misleading.


                                       5
   6

     (m)  Brokers or Finders. The Company has not incurred and will not incur,
as a result of any action taken by the Company or its representative or agent,
any liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement or the transactions with
Purchaser contemplated hereby. The Company agrees to fully indemnify and defend
and hold harmless Purchaser from and against all such liabilities incurred by
the Company in connection with the transactions with Purchaser contemplated by
this Agreement, and all costs and expenses (including reasonable fees of
counsel) of investigating and defending such claims.

     (n)  Effective Dates. The representations and warranties of the Company set
forth in this Agreement are true in all respects as of the date of this
Agreement and further shall be true in all material respects on and as of the
Closing as though made at that time.

     4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

     The Purchaser hereby represents and warrants and covenants to the Company
with respect to its purchase of the Shares as follows:

     (a)  Organization; Authority. The Purchaser is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
California, is duly qualified to conduct business and is in good standing under
the laws of each jurisdiction in which the nature of its business or the
ownership or leasing of its properties requires such qualification. The
Purchaser has all requisite power and authority to own and operate its
properties and assets. The execution, delivery and performance by the Purchaser
of this Agreement and the Registration Rights Agreement and all other agreements
or instruments related thereto have been duly authorized by all necessary action
on the part of the Purchaser. The Purchaser has all right, power and authority
to enter into, execute and deliver this Agreement and the Registration Rights
Agreement and to consummate the transactions contemplated hereby, and this
Agreement and said Registration Rights Agreement, once executed by the Company
and the Purchaser, will constitute the legally binding valid obligations of the
Purchaser enforceable in accordance with its terms, such enforceability being
subject only to laws of general application relating to bankruptcy, insolvency
and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.

     (b)  Accredited Investor. The Purchaser is an "accredited investor" as that
term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933
("Securities Act") (excerpts of the definition of "accredited investor" are
attached hereto and made a part hereof as Exhibit A). The principal office of
Purchaser is located in the State indicated in the space provided in the
signature page hereof.


                                       6
   7

     (c)  Experience. The Purchaser, by reason of his or its business and
financial experience has such knowledge, sophistication and experience in
financial and business matters and in making investment decisions of this type
that the Purchaser is capable of (i) evaluating the merits and risks of an
investment in the Shares and making an informed investment decision, (ii)
protecting his or its own interest and (iii) bearing the economic risk of such
investment. If the Purchaser has retained a stockholder representative with
respect to the investment in the Shares, then the Purchaser shall, prior to or
at the Closing hereunder, (x) acknowledge in writing such representation and (y)
cause such representative to execute and deliver such statements or other
certificates to the Company containing such representations as are reasonably
requested by the Company.

     (d)  Investment Intent. The Purchaser is acquiring the Shares for
investment for his or its own account, not as a nominee or agent and not with
the view to, or any intention of, a resale or distribution thereof, in whole or
in part, or the grant of any participation therein. The Purchaser has not been
formed for the specific purpose of acquiring the Shares.

     (e)  Certain Restrictions. The Purchaser understands that the Shares have
not been registered under the Securities Act or state securities laws and are
being issued by reason of a specific exemption from the registration provisions
of the Securities Act and applicable state securities laws that depend upon,
among other matters, the bona fide nature of the investment intent and the
accuracy of the Purchaser's representations as expressed herein. The Purchaser
further understands that the Company shall have no obligation to register the
Shares under the Securities Act or any state securities laws or to take any
action that would make available any exemption from the registration
requirements of such laws, except pursuant to the Registration Rights Agreement
to be entered into in connection with this Agreement. The Purchaser acknowledges
that the Shares must be held indefinitely unless subsequently registered under
the Securities Act or unless an exemption from such registration is available.
The Purchaser hereby acknowledges that because of the restrictions on transfer
or assignment of such Shares to be issued hereunder, the Purchaser may have to
bear the economic risk of the investment commitment in the Shares for an
indefinite period of time. The Purchaser further acknowledges and understands
that any investment in the Company is inherently speculative and subject to
material financial risks and that its or his entire investment in the Company
could be lost.

     (f)  Compliance with Securities Laws. The Purchaser will observe and comply
with the Securities Act and the rules and regulations promulgated thereunder, as
now in effect and as from time to time amended, in connection with any offer,
sale, pledge, transfer or other disposition of the Shares. In furtherance of the
foregoing, and


                                       7
   8

in addition to the restrictions contained herein or in the Registration Rights
Agreement, the Purchaser will not offer to sell, exchange, transfer, pledge, or
otherwise dispose of any of the Shares unless at such time at least one of the
following is satisfied: (i) a registration statement under the Securities Act
covering the Shares proposed to be sold, transferred or otherwise disposed of,
describing the manner and terms of the proposed sale, transfer or other
disposition, and containing a current prospectus, shall have been filed with the
SEC and shall then be effective under the Securities Act; (ii) such transaction
shall be permitted pursuant to the provisions of Rule 144; (iii) counsel
representing the Purchaser, satisfactory to the Company, shall have advised the
Company in a written opinion letter reasonably satisfactory to the Company and
its counsel, and upon which the Company and its counsel may rely, that no
registration under the Securities Act would be required in connection with the
proposed sale, transfer or other disposition; or (iv) an authorized
representative of the SEC shall have rendered written advice to the Purchaser
(sought by the Purchaser or counsel to the Purchaser, with a copy thereof and of
all other related communications delivered to the Company) to the effect that
the SEC would take no action, or that the staff of the SEC would not recommend
that the SEC take action, with respect to the proposed sale, transfer or other
disposition if consummated. The Purchaser is aware of the provisions of Rule 144
promulgated under the Securities Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including the requirement that the Shares be held for a minimum of
one (1) year and in certain cases two (2) years, after they have been purchased
and paid for within the meaning of Rule 144.

     (g)  Restrictive Legend. All certificates representing the Shares
deliverable to the Purchaser hereunder and any certificates subsequently issued
with respect thereto or in substitution therefor, unless a sale, transfer or
other disposition is executed pursuant to one or more of the alternative
conditions set forth in Section 4(f) shall have occurred, or unless the
conditions of paragraph (k) of Rule 144 promulgated under the Securities Act
shall have been satisfied, shall bear a legend substantially as follows, in
addition to any legend the Company determines in its sole judgment is required
pursuant to any applicable legal requirement:

          "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
     PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE
     REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE OTHER
     CONDITIONS SPECIFIED IN THAT CERTAIN COMMON STOCK PURCHASE AGREEMENT DATED
     AS OF SEPTEMBER ____, 2001 AND THAT CERTAIN REGISTRATION RIGHTS AGREEMENT
     DATED AS OF SEPTEMBER ____, 2001, COPIES OF EACH OF WHICH RAINING DATA


                                       8
   9

     CORPORATION WILL FURNISH, WITHOUT CHARGE, TO THE HOLDER OF THIS CERTIFICATE
     UPON WRITTEN REQUEST THEREFOR"

The Company, at its discretion, may cause a stop transfer order to be placed
with its transfer agent(s) with respect to the certificates for the Shares but
not as to the certificates for any part of the Shares as to which said legend is
no longer appropriate when one or more of the alternatives set forth in Section
4(f) shall have been satisfied.

     (h)  Access to Information. The Purchaser has had access to all information
regarding the Company and its present and prospective business, assets,
liabilities and financial condition that the Purchaser reasonably considers
important in making the decision to purchase the Shares. The Purchaser has
received and has reviewed the SEC Filings of the Company. The Purchaser has had
an opportunity to discuss the business, management and financial affairs and
prospects of the Company and its subsidiaries with the Company's management and
has had the opportunity to review the United States facilities of the Company
and its subsidiaries. The Purchaser acknowledges and understands that such
discussions, as well as any written information issued by the Company, were
intended to describe certain material aspects of its business and prospects but
were not intended as and were not a thorough or exhaustive description or
disclosure of the subject matter thereof.

     (i)  Absence of Claims. The Purchaser has no knowledge of any causes of
action or other claims that could have been or in the future might be asserted
by the Purchaser against the Company or any of its predecessors, successors,
affiliates, assigns, directors, employees, agents or representatives arising out
of facts or circumstances occurring at any time on or prior to the date hereof
and in any manner relating to any duty or obligation of the Company or such
other related person or entity to the Purchaser or any affiliate.

     (j)  No Conflict. The execution and delivery of the Agreement and the
consummation of the transactions contemplated hereby will not materially
conflict with any legally enforceable contract or agreement between the
Purchaser and any third person or entity; and the Purchaser is not a party to
any outstanding agreement which any material obligation or agreement is
inconsistent with this Agreement.

     (k)  Full Disclosure. The representations and warranties of the Purchaser
contained in this Agreement do not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements contained herein or therein in light of the circumstances under which
they were made not misleading.


                                       9
   10

     (l)  Brokers or Finders. The Purchaser has not incurred and will not incur,
as a result of any action taken by the Purchaser or its representative or agent,
any liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement or the transactions
contemplated hereby. Purchaser agrees to fully indemnify and defend and hold
harmless the Company from and against all such liabilities incurred by Purchaser
in connection with the transactions contemplated by this Agreement, and all
costs and expenses (including reasonable fees of counsel) of investigating and
defending such claims.

     (m)  Effective Dates. The representations and warranties of the Purchaser
in this Agreement are true in all respects as of the date of this Agreement and
further shall be true in all material respects on and as of the Closing as
though made at that time.

     5.   PURCHASER'S CONDITIONS TO CLOSING.

     The obligation of the Purchaser to purchase the Shares at the Closing are
subject to the fulfillment of the following conditions, the waiver of which
shall not be effective against the Purchaser if not consented to in writing:

     (a)  Representations. The representations and warranties made by the
Company in Section 3 hereof shall be true and correct when made, and shall be
true and correct on the Closing Date.

     (b)  Covenants. All covenants, agreements and conditions contained in this
Agreement to be performed by the Company on or prior to the Closing Date shall
have been performed or complied with in all material respects.

     (c)  Compliance Certificate. The Company will have delivered to the
Purchaser a Certificate dated as of the Closing signed by the President of the
Company certifying that the conditions set forth in Section 5(a) and (b) have
been fulfilled.

     6.   COMPANY'S CONDITIONS TO CLOSING.

     The obligation of the Company to sell and issue the Shares of the Closing
Date is, at the option of the Company, subject to the fulfillment as of the
Closing Date of the following conditions:

     (a)  Representations. The representations made by the Purchaser in Section
4 hereof shall be true and correct when made, and shall be true and correct on
the Closing Date.

     (b)  Covenants. All covenants, agreements and conditions contained in this
Agreement to be performed by the Purchaser on or prior to the Closing Date shall
have been performed or complied with in all material respects.


                                       10
   11

     (c)  Compliance Certificate. If the Purchaser is not an individual, the
Purchaser will have delivered to the Company a Certificate dated as of the
Closing signed by the President or General Partner of the Purchaser certifying
that the conditions set forth in Section 6(a) and (b) have been fulfilled.

     7.   USE OF PROCEEDS.

     The Company shall be entitled to use the proceeds from the sale of the
Shares for such corporate purposes as determined by the management of the
Company from time to time.

     8.   REGISTRATION RIGHTS.

     The Company will register all the Shares to be purchased by the Purchaser
resale under the Securities Act of 1933, as amended, and the securities laws of
such states as the parties may reasonably agree upon, pursuant to the terms of
that certain Registration Rights Agreement substantially in the form attached
hereto and made a part hereof as Exhibit B (the "Registration Rights
Agreement").

     9.   MISCELLANEOUS.

     (a)  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
entered into and wholly to be performed within the State of California, and
without reference to the principles of conflicts of law. All disputes arising
under this Agreement shall be brought in the Superior Court of the State of
California in San Francisco County or the Federal Court for the Northern
District of California, and such courts shall have exclusive jurisdiction over
disputes under this Agreement. Each of the parties expressly consents to
jurisdiction and venue in the state and federal courts located in the State of
California, San Francisco County, for all purposes of this Agreement or any
dispute or controversy hereunder.

     (b)  Successors and Assigns. The Purchaser shall not have any right to
assign or transfer this Agreement or any of its rights or obligations hereunder
to any third person or entity without the prior written consent of the Company,
which may be withheld in its sole discretion. Except as limited by the
foregoing, the provisions hereof shall inure to the benefit of and be binding
upon the respective officers, directors, stockholders, affiliates, partners,
members, agents, representatives, successors and assigns of each of the parties
hereto.

     (c)  Entire Agreement. This Agreement and the Registration Rights Agreement
constitute the full and entire understanding and agreement between the parties
with regard to the subject matter hereof; and any prior or contemporaneous
agreements, promises, understandings, covenants, conditions, representations or


                                       11
   12

warranties of any kind or nature with regard to said subject matter not
expressly set forth herein, whether written or oral or express or implied, shall
be superseded and of no force or effect. Any modification or amendment or waiver
of this Agreement must be in writing and signed by both parties to be valid.

     (d)  Waiver; Remedies. Any failure to enforce or delay in enforcing any of
rights or obligations for the benefit of a party shall not be treated as a
waiver thereof. Any waiver of any breach of this Agreement shall not operate as
a waiver of any subsequent breaches. All rights or remedies specified for a
party herein shall be cumulative and in addition to all other rights and
remedies of the party hereunder or under applicable law.

     (e)  Notices, Etc. All notices, requests, demands and other communications
required or permitted to be given hereunder ("Notices") shall be in writing and
shall be delivered prepaid (a) by personal delivery, (b) by a nationally
recognized overnight courier service, (c) by United States first class
registered or certified mail return receipt requested, or (d) by telefacsimile,
using equipment that provides written confirmation of receipt, addressed to the
other party at the address or facsimile number for such party provided herein;
and the date of notice shall be the earlier of (i) actual receipt of notice by
any permitted means, or (ii) three (3) business days following dispatch by
overnight delivery service or the United States Mail; provided however any
notice delivered by telefacsimile shall be effective only if the facsimile is
legible and if a confirming copy is sent by any other permitted means hereunder
within ten (10) days after transmission. All Notices shall be addressed: (x) if
to the Purchaser, at the Purchaser's address or telefacsimile number set forth
on the signature page hereof, or at such other address or number as the
Purchaser shall have furnished to the Company in writing for such purpose, or
(y) if to the Company, at its address or telefacsimile number set forth on the
signature page hereof, to the attention of the President of the Company, or at
such other address or number as the Company shall have furnished in writing to
the Purchaser for such purpose, with a copy to: Morrison & Foerster LLP, 425
Market Street, San Francisco, California 94105, Attention: Stafford Matthews,
Esq.

     (f)  Counterparts. This Agreement may be executed in one or more
counterparts, each of which may be executed by less than all of the parties
hereto, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

     (g)  Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.


                                       12
   13

     (h)  Interpretation. The titles and section headings set forth in this
Agreement are for convenience only. When the context requires, the plural shall
include the singular and the singular the plural, and any gender shall include
all other genders. No provision of this Agreement shall be interpreted or
construed against any party because such party or its counsel was the drafter
thereof. As used in this Agreement, the words "include" and "including," and
variations thereof, shall not be deemed to be terms of limitation, but rather
shall be deemed to be followed by the words "without limitation. Except as
otherwise indicated, all references in this Agreement to "Sections," "Exhibits"
and "Schedules" are intended to refer to Sections of this Agreement and Exhibits
and Schedules to this Agreement.

     (i)  Attorneys' Fees. In the event suit is brought to enforce or interpret
any part of this Agreement or any of the rights or obligations of any party
hereunder, the prevailing party shall be entitled to recover as an element of
such party's costs of suit, and not as damages, reasonable attorneys' fees and
expenses, court costs and expert witness fees and costs.

     (j)  Survival of Representations and Warranties. The representations and
warranties and covenants of the parties contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing; provided however that such representations and warranties shall be
deemed made as of the Effective Date and as of the Closing Date.

     (k)  Taxes. The Purchaser shall be responsible for all sales, use and
transfer taxes, including but not limited to any value added, stock transfer,
gross receipts, stamp duty and real, personal or intangible property transfer
taxes, due by reason of the consummation of the issuance, sale or purchase of
the Shares, including but not limited to any interest or penalties in respect
thereof.

     (l)  Expenses. Each of the parties shall bear all of its own costs and
expenses incurred in connection with the negotiation of this Agreement and the
sale and purchase of the Shares, including legal and accounting fees incurred in
connection therewith.


                                       13
   14

     IN WITNESS WHEREOF, the parties hereto have entered into and executed this
Common Stock Purchase Agreement as of the date first above written.


RAINING DATA CORPORATION


By: /s/ Geoffrey Wagner
    -----------------------------
        Geoffrey Wagner, Chairman

17500 Cartwright Road
Irvine, California 92614-5846
Attn: President
Fax:  (949) 250-8187


PURCHASER:

ASTORIA CAPITAL PARTNERS, L.P.

By: Astoria Capital Management, Inc.,
    Its General Partner


By: /s/ Richard W. Koe
    ----------------------
    Richard Koe, President

6600 92nd Avenue S.W.
Suite 370
Portland Oregon 97223
Fax: (503) 244-3801

State of Principal Office:  Oregon


                                       14
   15

                            RAINING DATA CORPORATION
                         COMMON STOCK PURCHASE AGREEMENT
                                    EXHIBIT A




                        DEFINITION OF ACCREDITED INVESTOR
           (as provided in Rule 501 under the Securities Act of 1933)

(a)  Accredited Investor. "Accredited Investor" shall mean any person who comes
     within any of the following categories, or who the issuer reasonably
     believes comes within any of the following categories, at the time of the
     sale of the securities to that person:

           . . .

(3)  Any organization described in Section 501 (c) (3) of the Internal Revenue
     Code, corporation, Massachusetts or similar business trust, or partnership,
     not formed for the specific purpose of acquiring the securities offered,
     with total assets in excess of $5,000,000;

(4)  Any director, executive officer, or general partner of the issuer of the
     securities being offered or sold, or any director, executive officer, or
     general partner of a general partner of that issuer;

(5)  Any natural person whose individual net worth, or joint net worth with that
     person's spouse, at the time of his purchase exceeds $1,000,000;

(6)  Any natural person who had an individual income in excess of $200,000 in
     each of the two most recent years or joint income with that person's spouse
     in excess of $300,000 in each of those years and has a reasonable
     expectation of reaching the same income level in the current year;

           . . .


                                       15
   16

                            RAINING DATA CORPORATION
                         COMMON STOCK PURCHASE AGREEMENT
                                    EXHIBIT B


                          REGISTRATION RIGHTS AGREEMENT

EX-10.2

   1

                                                                    EXHIBIT 10.2


                            RAINING DATA CORPORATION
                          REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of
September 27, 2001, by and among RAINING DATA CORPORATION, a Delaware
corporation (the "COMPANY") and ASTORIA CAPITAL PARTNERS, L.P., a California
limited partnership (the "HOLDER").

                                    RECITALS

     WHEREAS, the Company and the Holder has entered into a certain Common Stock
Purchase Agreement of even date herewith (the "PURCHASE AGREEMENT"), which
provides for the sale and issuance by the Company of One Million Seven Hundred
Sixty Thousand (1,760,000) shares of its Common Stock, $0.10 par value (the
"COMMON STOCK") and the purchase by the Holder of that number of shares of
Common Stock as indicated in the Purchase Agreement of the Holder;

     WHEREAS, in order to induce the Holder to execute and deliver the Purchase
Agreement, the Company desires to grant, and the Holder desires to be granted,
the rights created herein.

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereto agree as follows:

     1. REGISTRATION RIGHTS. The Company covenants and agrees as follows:

     Definitions. For purposes of this Section 1:

          (a) The term "ACT" means the Securities Act of 1933, as amended.

          (b) The Term "CLOSING DATE" shall have the same meaning as in the
Purchase Agreement and shall refer to the closing date of the purchase of the
shares of Common Stock under the Purchase Agreement.

          (c) The term "COMMON STOCK" means the Common Stock of the Company.

          (d) The term "FORM S-3" means such form under the Act as in effect on
the date hereof or any registration form under the Act subsequently adopted by


                                       1
   2

the SEC that permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.

          (e) The term "HOLDER" means any person owning Registrable Securities
or any assignee thereof in accordance with Section 1.12 hereof.

          (f) The term "1934 ACT" means the Securities Exchange Act of 1934, as
amended.

          (g) The term "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a Registration Statement or
similar document in compliance with the Act, and the declaration or ordering of
effectiveness of such Registration Statement or document.

          (h) The term "REGISTRATION PERIOD" means the period between the date
of this Agreement and the earlier of (i) the date on which all of the
Registrable Securities have been sold and no further Registrable Securities may
be issued in the future, (ii) the date on which all the Registrable Securities
(in the opinion of the Holder' counsel) may be immediately sold without
registration and without limitation as to volume by the Holder thereof as to the
number of Registrable Securities to be sold, pursuant to Rule 144 or otherwise,
or (iii) the fourth anniversary of the date of this Agreement; plus the number
of days equal to the period or periods of delay or suspension pursuant to
Section 1.14(b) hereof.

          (i) The term "REGISTRABLE SECURITIES" means (1) the Common Stock of
the Company issuable or issued to the Holder pursuant to the Purchase Agreement;
(2) any Common Stock of the Company issued as (or issuable upon the conversion
or exercise of any warrant, right or other security that is issued as) a
dividend or other distribution with respect to, or in exchange for, or in
replacement of, the shares referenced in (1) above; and (3) any securities into
which any of the foregoing shares are converted or for which any of the
foregoing shares are exchanged pursuant to any reorganization or business
combination in which the Company is involved; excluding in all cases, however,
any Registrable Securities sold by a person (x) in a transaction in which his or
its rights under this Section 1 are not assigned, (y) pursuant to a Registration
Statement that has been declared effective and such Registrable Securities have
been disposed of pursuant to such effective Registration Statement, or (z) in a
transaction in which such Registrable Securities are sold pursuant to Rule 144
(or any similar provision then in force) under the Act.

          (j) The term "REGISTRATION STATEMENT" means a registration statement
of the Company filed under the 1934 Act.


                                       2
   3

          (k) The term "SEC" shall mean the Securities and Exchange Commission.

     1.1  Mandatory Registration. The Company will file with the SEC a
Registration Statement on Form S-3 registering the Registrable Securities and
any other securities that the Company may determine in its discretion to include
in the Registration Statement within three (3) months after the Closing Date of
the purchase of the shares of Common Stock under the Purchase Agreement
("Closing Date"). If a Form S-3 is not available at that time, then the Company
will file a Registration Statement on such other form as is then available to
effect a registration of the Registrable Securities and any other securities
that the Company may determine in its discretion to include in the Registration
Statement, subject to the consent of the Holder, which consent will not be
unreasonably withheld.

     1.2  Effectiveness of the Registration Statement. The Company will use its
commercially reasonable efforts to cause the Registration Statement filed
pursuant to Section 1.1 above to be declared effective by the SEC as soon as
practicable after filing, or if such efforts do not succeed, as soon as
practicable thereafter (the "REQUIRED EFFECTIVE DATE"). The Company's
commercially reasonable efforts will include, but not be limited to, promptly
responding to all comments received from the staff of the SEC. If the Company
receives notification from the SEC that the Registration Statement will receive
no action or review from the SEC, then the Company will use its best efforts to
cause the Registration Statement to be effective within five (5) business days
after such SEC notification. Once the Registration Statement is declared
effective by the SEC, the Company will use its commercially reasonable efforts
to cause the Registration Statement to remain effective throughout the
Registration Period, subject to the rights of the Company under Section 1.14
hereof.

     1.3  Limitations on Mandatory Registration. The Company shall not be
required to effect a registration pursuant to Sections 1.1 or 1.2 hereof:

          (a) to the extent excepted or not required by Section 1.6(c) hereof;
or

          (b) after the Company has effected a registration of Registrable
Securities pursuant to Sections 1.1 and 1.2, and such registration has been
declared or ordered effective; or

          (c) if the Company shall furnish to Holder within twenty (20) days
prior to the Required Effective Date, a certificate signed by the Company's
Chief Executive Officer or Chairman of the Board stating that in the good faith
judgment of the board of directors of the Company, it would be detrimental to
the Company and its


                                       3
   4

stockholders for such registration to be effected at such time, in which event
the Company shall have the right to defer such filing for a period of not more
than ninety (90) days after the Required Effective Date, provided that such
right to delay a request shall be exercised by the Company not more than once in
any twelve (12) month period, and provided further that the Company shall not
register any other of its shares of Common Stock during such 90 day period.

     1.4  Company Voluntary Registration/Piggyback Rights. If (but without any
obligation to do so) the Company proposes to register (including for this
purpose a registration effected by the Company for stockholders other than the
Holder) any of its capital stock under the Act in connection with the public
offering of such securities (other than a registration relating solely to the
sale of securities to participants in a Company stock or option or employee
benefit plan, a registration relating to a corporate reorganization (including
securities issued by the Company in an acquisition transaction) or a transaction
under Rule 145 of the Act, a registration on any form (including Form S-4 and
Form S-8) that does not include substantially the same information as would be
required to be included in a Registration Statement covering the sale of the
Registrable Securities, or a registration in which the only Common Stock being
registered is Common Stock issuable upon conversion of debt securities that are
also being registered), then the Company shall, at such time, promptly give the
Holder written notice of such registration. Upon the written request of the
Holder given to the Company within fifteen (15) days after receipt from the
Company of notice of such pending registration, the Company shall, subject to
the provisions of Sections 1.3(c) and 1.14, use its best efforts to cause a
Registration Statement to become effective, which includes all of the
Registrable Securities that the Holder has requested to be registered. If the
registration for which the Company gives notice is a public offering involving
an underwriting, the Company will so advise the Holder as part of the
above-described written notice. In that event, if the managing underwriter(s) of
the public offering impose a limitation on the number of shares of Common Stock
that may be included in the Registration Statement because, in such
underwriter(s)' judgment, such limitation would be necessary to effect an
orderly public distribution, then the Company will be obligated to include only
such limited portion, if any, of the Registrable Securities with respect to
which the Holder has requested inclusion hereunder. Any exclusion of Registrable
Securities will be made pro rata among all holders of the Company's securities
seeking to include shares of Common Stock in proportion to the number of shares
of Common Stock sought to be included by those holders. However, the Company
will not exclude any Registrable Securities unless the Company has first
excluded all outstanding securities the holders of which are not entitled by
right to inclusion of securities in such Registration Statement or are not
entitled to pro rata inclusion with the Registrable Securities. The Holder may
not participate in any


                                       4
   5

distribution of Common Stock under this Section 1.4 unless the Holder (i) agrees
to sell its Registrable Securities on the basis provided in any underwriting
arrangements or other plan of distribution approved by the Company in its sole
discretion, (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements or other plan of distribution,
and (iii) agrees to pay its pro rata share of all underwriting discounts and
commissions and other fees and expenses of investment bankers and any manager or
managers of such underwriting, and legal expenses of the underwriter, applicable
with respect to its Registrable Securities, in each case to the extent not
payable by the Company under the terms of this Agreement.

     1.5  Mandatory Form S-3 Registration Right Preserved. No right to
registration of Registrable Securities under Section 1.4 limits in any manner
the registration required under Section 1.1 above. The obligations of the
Company under Section 1.4 expire upon the earlier of (i) the effectiveness of
the Registration Statement filed pursuant to Section 1.1 above, (ii) after the
Company has afforded the opportunity for the Holder to exercise registration
rights under Section 1.4 for one registration (provided however that if the
Holder has had any Registrable Securities excluded from any Registration
Statement in accordance with Section 1.4, the Holder may include in any
additional Registration Statement filed by the Company the Registrable
Securities so excluded), or (ii) upon the end of the Registration Period.

     1.6  Obligations of the Company.

          Whenever required under this Section 1 to effect the registration of
any Registrable Securities, the Company shall, as expeditiously as reasonably
possible in connection therewith:

          (a) prepare and file with the SEC such amendments and supplements to
such Registration Statement and the prospectus used in connection with such
Registration Statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
Registration Statement;

          (b) furnish to the Holder (i) a draft copy of the Registration
Statement, and (ii) such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Act, and such
other documents as it may reasonably request in order to facilitate the
disposition of Registrable Securities owned by it;

          (c) use best efforts to register and qualify the securities covered by
such Registration Statement under such other securities or Blue Sky laws of such


                                       5
   6

jurisdictions in the United States as shall be reasonably requested by the
Holder; provided however that notwithstanding any contrary provision hereof, the
Company is not required, in connection with such obligations, to (i) qualify to
do business in any jurisdiction where it would not otherwise be required to
qualify, (ii) subject itself to general taxation in any such jurisdiction, (iii)
file a general consent to service of process in any such jurisdiction, (iv)
provide any undertakings that cause material expense or burden to the Company,
or (v) make any change in its certificate of incorporation or bylaws, which in
each case the board of directors of the Company determines to be contrary to the
best interests of the Company and its stockholders;

          (d) in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering, subject to the other
provisions hereof;

          (e) notify the Holder, at any time when a prospectus relating to a
Registration Statement covering the Registrable Securities is required to be
delivered under the Act, of (i) the issuance of any stop order by the SEC in
respect of such Registration Statement, or (ii) to the extent of the actual
knowledge of the Company, the happening of any event as a result of which the
prospectus included in such Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing;

          (f) cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed; and

          (g) provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

     1.7  Information from Holder.

          It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Section 1 with respect to the Registrable
Securities of the Holder that it shall furnish to the Company such information
regarding the Holder, the Registrable Securities held it, and the intended
method of disposition of such securities as shall be reasonably required to
effect the registration of the Registrable Securities of the Holder.


                                       6
   7

     1.8  Expenses of Registration.

          All expenses incurred in connection with a registration hereunder
(other than underwriting discounts and commissions and the fees and
disbursements of legal counsel and advisors for the Holder), including (without
limitation) all registration, filing and qualification fees (including any Blue
Sky fees), printers' and accounting fees, fees and disbursements of counsel for
the Company, shall be borne by the Company, provided however that the Company
will pay up to a total of $15,000 in legal fees for a single legal counsel for
the Holder in connection with the mandatory registration provided by Section 1.1
hereof. Notwithstanding the foregoing, the Company shall not be required to pay
for any expenses of any registration proceeding begun pursuant to Section 1.4 if
the registration request is subsequently withdrawn at the request of the Holder
(in which case the Holder shall bear such expenses pro rata based upon the
number of Registrable Securities that were to be registered in the withdrawn
registration), provided however that if such withdrawal is based on a material
adverse change in the condition, business or prospects of the Company from that
known to the Holder at the time of their request and the Holder has withdrawn
the request with reasonable promptness following disclosure by the Company of
such material adverse change, then the Holder shall not be required to pay any
of such expenses and shall retain its rights pursuant to Section 1.4.

     1.9  Delay of Registration.

          The Holder shall not have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Section 1.

     1.10 Indemnification.

          In the event any Registrable Securities are included in a Registration
Statement under this Section 1:

          (a) To the extent permitted by law, the Company will indemnify and
hold harmless the Holder, the partners or officers, directors and stockholders
of the Holder, legal counsel, investment advisors and accountants for the
Holder, any underwriter (as defined in the Act) for the Holder and each person,
if any, who controls the Holder or underwriter, within the meaning of the Act or
the 1934 Act, against any losses, claims, damages or liabilities (joint or
several) to which they may become subject under the Act, the 1934 Act or any
state securities laws, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a


                                       7
   8

"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact contained in such Registration Statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Act, the 1934 Act, any state securities laws or any rule or
regulation promulgated under the Act, the 1934 Act or any state securities laws;
and the Company will reimburse the Holder, partner, officer, director,
stockholder, counsel, accountant, underwriter or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the indemnity agreement
contained in this subsection 1.10(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation that occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by the Holder, underwriter or controlling person;
provided further, however, that the foregoing indemnity agreement with respect
to any preliminary prospectus shall not inure to the benefit of the Holder or
underwriter, or any person controlling the Holder or underwriter, from whom the
person asserting any such losses, claims, damages or liabilities purchased
shares in the offering, if a copy of the prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of the Holder or underwriter to
such person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the shares to such person, and if the
prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage or liability.

          (b) To the extent permitted by law, the Holder will indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the Registration Statement, each person, if any, who controls the Company within
the meaning of the Act, legal counsel and accountants for the Company, any
underwriter, any other Holder selling securities in such Registration Statement
and any controlling person of any such underwriter or other Holder, against any
losses, claims, damages or liabilities (joint or several) to which any of the
foregoing persons may become subject, under the Act, the 1934 Act or any state
securities laws, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs


                                       8
   9

in reliance upon and in conformity with written information furnished by the
Holder expressly for use in connection with such registration; and the Holder
will reimburse any person intended to be indemnified pursuant to this subsection
1.10(b) for any legal or other expenses reasonably incurred by such person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this subsection 1.10(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder (which consent shall not be unreasonably
withheld), provided that in no event shall any indemnity under this subsection
1.10(b) exceed the net proceeds from the offering received by the Holder.

          (c) Promptly after receipt by an indemnified party under this Section
1.10 of actual knowledge of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.10, deliver to
the indemnifying party a written notice of the commencement thereof. The
indemnifying party shall promptly assume the defense of the indemnified party
with counsel reasonably satisfactory to the indemnified party, and the fees and
expenses of such counsel shall be at the sole cost and expense of the
indemnifying party. The indemnified party will cooperate with the indemnifying
party in the defense of any action, proceeding, or investigation for which the
indemnified party assumes the defense. Notwithstanding the foregoing, the
indemnified party shall have the right to employ separate counsel in any such
action, proceeding, or investigation and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of the
indemnified party unless (i) the indemnifying party has agreed to pay such fees
and expenses, (ii) the indemnifying party shall have failed promptly to assume
the defense of such action, proceeding, or investigation and employ counsel
reasonably satisfactory to the indemnified party, or (iii) in the reasonable
judgment of the indemnified party there may be one or more defenses available to
the indemnified party which are not available to the indemnifying party with
respect to such action, claim, or proceeding due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding, in which case the indemnifying
party shall not have the right to assume the defense of such action, proceeding,
or investigation on behalf of the indemnified party. The indemnifying party
shall not be liable for the settlement by the indemnified party of any action,
proceeding, or investigation effected without its consent, which consent shall
not be unreasonably withheld. The indemnifying party shall not enter into any
settlement in any action, suit, or proceeding to which the indemnified party is
a party, unless such settlement includes a general release of the indemnified
party with no payment by the indemnified party of consideration. The failure to
deliver written notice to the indemnifying party within a


                                       9
   10

reasonable time of the commencement of any such action, if prejudicial to its
ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 1.10 to the extent of such
prejudice, but the omission to so deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.10.

          (d) If the indemnification provided for in this Section 1.10 is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage or expense referred to
herein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of and the
relative benefits received by the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions
that resulted in such loss, liability, claim, damage or expense, as well as any
other relevant equitable considerations, provided that no person guilty of fraud
shall be entitled to contribution. The relative fault of the indemnifying party
and of the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission. The relative benefits received by the indemnifying party
and the indemnified party shall be determined by reference to the net proceeds
and underwriting discounts and commissions from the offering received by each
such party. In no event shall any contribution under this subsection 1.10(d)
exceed the net proceeds from the offering received by the Holder, less any
amounts paid under subsection 1.10(b).

          (e) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in conflict
with the foregoing provisions, the provisions in the underwriting agreement
shall control.

          (f) The obligations of the Company and the Holder under this Section
1.10 shall survive the completion of any offering of Registrable Securities in a
Registration Statement under this Section 1, and otherwise.


                                       10
   11

     1.11 Reports Under Securities Exchange Act of 1934.

          With a view to making available to the Holder the benefits of Rule 144
promulgated under the Act and any other rule or regulation of the SEC that may
at any time permit a Holder to sell securities of the Company to the public
without registration or pursuant to a registration on Form S-3, the Company
agrees to exercise its best efforts at all times to:

          (a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144; or

          (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the 1934 Act; and

          (c) furnish to the Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144, the Act and the
1934 Act, or that it qualifies as a registrant whose securities may be resold
pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably requested in availing the Holder of any rule or regulation of the SEC
that permits the selling of any such securities without registration or pursuant
to such form.

     1.12 Assignment of Registration Rights.

          The rights to cause the Company to register Registrable Securities
pursuant to this Section 1 may be assigned (but only with all related rights and
obligations) by the Holder to a transferee or assignee of such securities that
(i) is a subsidiary, affiliate, parent, partner, limited partner, retired
partner or stockholder of the Holder, (ii) is the Holder's immediate family
member (spouse or child) or trust for the benefit of an individual Holder, or
(iii) after such assignment or transfer, holds at least 20,000 shares of the
Registrable Securities (subject to appropriate adjustment for stock splits,
stock dividends, combinations and other recapitalizations), provided that: (a)
the Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned,
and provided further that the Company shall have no obligation to any transferee
prior to receiving such notification of transfer; (b) such transferee or
assignee agrees in writing to be bound by and subject to the terms and
conditions of this Agreement and the Purchase Agreement of Holder, including
without limitation the provisions of Section 1.13 below; and (c) such


                                       11
   12

assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Act and the Purchase Agreement.

     1.13 "Market Stand-Off" Agreements. Notwithstanding any other provision of
this Agreement:

          (a) The Holder agrees that it will not sell, make any short sale of,
loan, grant any option for the purchase of, or otherwise transfer or dispose of
any Registrable Securities for a period of 180 days from the Closing Date,
provided however that the Holder may distribute Registrable Securities to the
constituent partners of the Holder on a pro rata basis during such period if:
(i) the Company is, within a reasonable time after such distribution, furnished
with written notice of the name and address of such distributee and the
securities with respect to which such registration rights are being distributed,
and provided further that the Company shall have no obligation to any
distributee prior to receiving such notification; (ii) such distributee agrees
in writing to be bound by and subject to the terms and conditions and covenants
of this Agreement and the Purchase Agreement of the Holder, including without
limitation the provisions of Section 1.14 below; and (iii) such distribution
shall be effective only if immediately following such event the further
disposition of such securities by the distributee is restricted under the Act
and the Purchase Agreement of the Holder; and provided further that the
foregoing shall not limit or affect any of the representations or warranties of
the Holder under the Purchase Agreement of the Holder; and

          (b) The Holder further agrees that, upon request of the Company's or
the underwriters managing an underwritten offering of any of the Company's
securities, Holder will not sell, make any short sale of, loan, grant any option
for the purchase of, or otherwise transfer or dispose of any Registrable
Securities without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time not to exceed 180 days
following the effective date of such Registration Statement as may be requested
by the underwriters, provided that all officers and directors and greater than
five (5%) stockholders of the Company enter into similar agreements.

     1.14 Suspension of Registration.

          (a) The Company will notify the Holder of the happening of any event
of which the Company has knowledge as a result of which any prospectus included
in the Registration Statement as then in effect includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made,


                                       12
   13

not misleading. The Company will make such notification as promptly as
practicable after the Company becomes aware of the event, will promptly (but in
no event more than fifteen (15) business days thereafter) prepare a supplement
or amendment to the Registration Statement to correct such untrue statement or
omission, and will deliver a number of copies of such supplement or amendment to
the Holder as it may reasonably request.

          (b) Notwithstanding any provision to the contrary contained in this
Agreement, if in the good faith judgment of the Company resales of Registrable
Securities made pursuant to the Registration Statement might require disclosure
of material information that (i) might interfere with or affect any financing,
acquisition, or other significant transaction being contemplated by the Company,
whether or not a final determination has been made to undertake such
transaction, or (ii) the Company has a bona fide business purpose for preserving
as confidential, and, with respect to each of the foregoing that the Company is
not otherwise required by applicable securities laws or regulations to disclose,
the Company will have the right to delay the effectiveness of the Registration
Statement or suspend the use of the Registration Statement for a period of not
more than 30 consecutive days and for no more than 90 days in the aggregate
during any twelve (12) month period; provided however such 30 day period may
upon notice to the Holder be extended for up to an additional 30 days if such
additional time is reasonably necessary to complete financial statements or
reports or other disclosure materials reasonably necessary to be disclosed in
the Registration Statement.

          (c) Subject to the Company's rights under this Section 1.14, the
Company will use its commercially reasonable efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement
and, if such an order is issued, will use its commercially reasonable efforts to
obtain the withdrawal of such order at the earliest possible time and to notify
the Holder of the issuance of such order and the resolution thereof.

If the use of the Registration Statement is suspended by the Company, the
Company will promptly give notice of the suspension to the Holder, and will
promptly notify the Holder as soon as the use of the Registration Statement may
be resumed.

     2.   MISCELLANEOUS

          2.1 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California applicable to contracts
entered into and wholly to be performed within the State of California, and
without reference to the principles of conflicts of law. All disputes arising
under this Agreement shall be brought in the Superior Court of the State of
California in San Francisco


                                       13
   14

County or the Federal Court for the Northern District of California, and such
courts shall have exclusive jurisdiction over disputes under this Agreement.
Each of the parties expressly consents to jurisdiction and venue in the state
and federal courts located in the State of California, San Francisco County, for
all purposes of this Agreement or any dispute or controversy hereunder.

          2.2 Successors and Assigns. Subject to Section 1.12 hereof, the Holder
shall not have any right to assign or transfer this Agreement or any of its
rights or obligations hereunder to any third person or entity without the prior
written consent of the Company, which may be withheld in its sole discretion.
Except as limited by the foregoing, the provisions hereof shall inure to the
benefit of and be binding upon the parties and the respective officers,
directors, stockholders, affiliates, partners, members, agents, representatives,
successors, assigns, heirs, devisees, spouses, executors and administrators of
each of the parties hereto. Without limiting the generality of the foregoing,
and notwithstanding anything in Section 1.3(b) to the contrary, each successor
to the Company shall be bound hereunder to register any Registrable Securities
issued by such successors upon the conversion or exchange of other Registrable
Securities in connection with a business combination or reorganization in which
such successor is involved, even if the predecessor Registrable Securities were
registered pursuant to Section 1.1. and 1.2 and the applicable registration
statement has been declared or ordered effective.

          2.3 Entire Agreement. This Agreement and the Purchase Agreement
constitute the full and entire understanding and agreement between the parties
with regard to the subject matter hereof; and any prior or contemporaneous
agreements, promises, understandings, covenants, conditions, representations or
warranties of any kind or nature with regard to said subject matter not
expressly set forth herein, whether written or oral or express or implied, shall
be superseded and of no force or effect. Any modification or amendment or waiver
of this Agreement must be in writing and signed by both parties to be valid.

          2.4 Waiver; Remedies. Any failure to enforce or delay in enforcing any
of rights or obligations for the benefit of a party shall not be treated as a
waiver thereof. Any waiver of any breach of this Agreement shall not operate as
a waiver of any subsequent breaches. All rights or remedies specified for a
party herein shall be cumulative and in addition to all other rights and
remedies of the party hereunder or under applicable law.

          2.5 Notices, Etc. All notices, requests, demands and other
communications required or permitted to be given hereunder ("Notices") shall be
in writing and shall be delivered prepaid (a) by personal delivery, (b) by a
nationally


                                       14
   15

recognized overnight courier service, (c) by United States first class
registered or certified mail return receipt requested, or (d) by telefacsimile,
using equipment that provides written confirmation of receipt, addressed to the
other party at the address or facsimile number for such party provided herein;
and the date of notice shall be the earlier of (i) actual receipt of notice by
any permitted means, or (ii) three (3) business days following dispatch by
overnight delivery service or the United States Mail; provided however any
notice delivered by telefacsimile shall be effective only if the facsimile is
legible and if a confirming copy is sent by any other permitted means hereunder
within ten (10) days after transmission. All Notices shall be addressed: (x) if
to the Holder, at the Holder's address or telefacsimile number set forth on the
signature page hereof, or at such other address or number as the Holder shall
have furnished to the Company in writing for such purpose, or (y) if to the
Company, at its address or telefacsimile number set forth on the signature page
hereof, to the attention of the President of the Company, or at such other
address or number as the Company shall have furnished in writing to the Holder
for such purpose, with a copy to: Morrison & Foerster LLP, 425 Market Street,
San Francisco, California 94105, Attention: Stafford Matthews, Esq.

          2.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which may be executed by less than all of the parties
hereto, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

          2.7 Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

          2.8 Interpretation. The titles and section headings set forth in this
Agreement are for convenience only. When the context requires, the plural shall
include the singular and the singular the plural, and any gender shall include
all other genders. No provision of this Agreement shall be interpreted or
construed against any party because such party or its counsel was the drafter
thereof. As used in this Agreement, the words "include" and "including," and
variations thereof, shall not be deemed to be terms of limitation, but rather
shall be deemed to be followed by the words "without limitation. Except as
otherwise indicated, all references in this Agreement to "Sections" are intended
to refer to Sections of this Agreement.


                                       15
   16

          2.9 Attorneys' Fees. In the event suit is brought to enforce or
interpret any part of this Agreement or any of the rights or obligations of any
party hereunder, the prevailing party shall be entitled to recover as an element
of such party's costs of suit, and not as damages, reasonable attorneys' fees
and expenses, court costs and expert witness fees and costs.

          2.10 Expenses. Each of the parties shall bear all of its own costs and
expenses incurred in connection with the negotiation of this Agreement,
including legal and accounting fees incurred in connection therewith.


                                       16
   17

     IN WITNESS WHEREOF, the parties hereto have entered into and executed this
Registration Rights Agreement as of the date first above written.


RAINING DATA CORPORATION


By: /s/ Geoffrey Wagner                           Date Signed:  9/27/2001
    -----------------------------                               ---------
        Geoffrey Wagner, Chairman

17500 Cartwright Road
Irvine, California 92614-5846
Attn: President
Fax:  (949) 250-8187


HOLDER:


ASTORIA CAPITAL PARTNERS, L.P.

By: Astoria Capital Management, Inc.,
    Its General Partner


By: /s/ Richard W. Koe                            Date Signed:  9-27-01
    -------------------                                         -------
        Richard Koe, President

6600 92nd Avenue S.W.
Suite 370
Portland Oregon 97223
Fax: (503) 244-3801


                                       17